THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

MARSH & McLENNAN COMPANIES, INC.
U.S. EMPLOYEE

2001 CASH BONUS AWARD VOLUNTARY DEFERRAL PLAN

1. ELIGIBILITY

All active U.S. employees of Marsh & McLennan Companies, Inc. (the "Corporation") and its subsidiaries who are designated as eligible for participation in the MMC Partners Bonus Plan or a Local Bonus Plan, and who are presently in salary grade 15 (or its equivalent) or above, may, at management's discretion, be considered for participation in the Marsh & McLennan Companies, Inc. U.S. Employee 2001 Cash Bonus Award Voluntary Deferral Plan (the "2001 Plan"). Participants in the 2001 Plan may make deferral elections pursuant to the rules outlined in Section 2 below.

2. PROGRAM RULES

Except as otherwise provided herein, the 2001 Plan shall be administered by the Compensation Committee of the Board of Directors of the Corporation (the "Committee"). The Committee shall have authority in its sole discretion to interpret the 2001 Plan and make all determinations, including the determination of bonus awards eligible to be deferred, with respect to the 2001 Plan. All determinations made by the Committee shall be final and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the 2001 Plan, and references to the Committee shall be deemed to include any such delegate. Exercise of deferral elections under the 2001 Plan must be made in accordance with the following rules.

a. RIGHTS TO AN AWARD AND TO A DEFERRAL ELECTION

(i) 2001 CASH BONUS DEFERRAL. The right of an employee to a deferral election currently applies to the annual cash bonus scheduled to be awarded in early 2002 in respect of 2001 services, the payment of which bonus would normally be made by the end of the first quarter of the 2002 calendar year. The granting of such an annual cash bonus award is discretionary, and neither delivery of deferral election materials nor an election to defer shall affect entitlement to such an award. The right to a deferral election does not apply to bonuses (including, but not limited to, sign-on bonuses, commissions or non-annual incentive payments) that are not awarded as part of an annual cash bonus plan.

(ii) 2002 CASH BONUS DEFERRAL. The right of an employee to a deferral election currently applies to the annual cash bonus scheduled to be awarded in early 2003 in respect of 2002 services, should the employee have a guarantee for the bonus, the payment of which would normally be made by the end of the first quarter of the 2003 calendar year. The deferral of such a bonus will be made pursuant to the U.S. Employee 2002 Cash Bonus Award Voluntary Deferral Plan (the "2002 Plan") and is contingent upon approval of the 2002 Plan by the Committee. The terms and conditions for the 2002 Plan are expected to be essentially the same as for the 2001 Plan.

b. ELECTION FORMS

In order to ensure that elections to defer bonus amounts
(including such amounts for 2002 cash bonuses with a guarantee)
are effective under applicable tax laws, please complete and sign the attached election form(s), and return them (postmarked, delivered or faxed) no later than December 3, 2001. Form(s) should be returned, and any questions should be directed, to:

Brian A. Kenny Manager, Compensation Systems and Administration Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, NY 10036-2774 Telephone #: (212) 345-5287 Facsimile #: (212) 345-4767

c. DEFERRAL OPTIONS

(i) DEFERRAL AMOUNT. An eligible employee may elect to defer a portion of such employee's bonus award until January of a specific year ("year certain") or until January of the year following retirement in an amount represented by one of the following two choices:

1. 25%, 50% or 75% of the employee's cash bonus award, subject to a maximum limit established by the Committee, or

2. the lowest of 25%, 50% or 75% of the employee's cash bonus award which results in a deferral of at least $10,000.

If the percentage selected times the amount of the cash bonus award is less than $10,000, NO deferral will be made or deducted from the award.

(ii) 2001 DEFERRED BONUS ACCOUNTS. If a deferral election is made, deferrals may be made into one or both of the two accounts which the Corporation shall make available to the participating employee. The relevant portion of the award deferral will be credited to the relevant account on the first business day following the date on which the bonus payment would have been made had it not been deferred. The available accounts for deferrals of bonuses (the "2001 Deferred Bonus Accounts") shall consist of (a) the 2001 Putnam Fund Account and (b) the 2001 Corporation Stock Account. Amounts may not be transferred between the 2001 Corporation Stock Account and the 2001 Putnam Fund Account.

d. 2001 PUTNAM FUND ACCOUNT

(i) ACCOUNT VALUATION. The 2001 Putnam Fund Account is a bookkeeping account, the value of which shall be based upon the performance of selected funds of the Putnam mutual fund group. The Corporation will determine, in its sole discretion, the funds of the Putnam mutual fund group into which deferrals may be made. Deferrals among selected funds comprising the 2001 Putnam Fund Account must be made in multiples of 5% of the total amounts deferred into the 2001 Putnam Fund Account. Deferred amounts will be credited to the 2001 Putnam Fund Account with units each reflecting one Class Y share of the elected fund. Fractional units will also be credited to such account, if applicable. The number of such credited units will be determined by dividing the value of the bonus award deferred into the elected fund by the net asset value of such fund of the 2001 Putnam Fund Account as of the close of business on the day on which such bonus payment would have been made had it not been deferred. All dividends paid with respect to an elected fund of a 2001 Putnam Fund Account will be deemed to be immediately reinvested in such fund.

(ii) FUND REALLOCATIONS. Amounts deferred into a 2001 Putnam Fund Account may be reallocated between eligible funds of these respective accounts pursuant to an election which may be made daily. Such election shall be effective, and the associated reallocation shall be based upon the net asset values of the applicable funds of the 2001 Putnam Fund Account, as of the close of business on the business day the election is received by facsimile or mail, if received by 2:30 p.m. Eastern Time of that day. If received later than 2:30 p.m., the election shall be effective as of the close of business on the following business day.

e. 2001 CORPORATION STOCK ACCOUNT

(i) ACCOUNT VALUATION. The 2001 Corporation Stock Account is a bookkeeping account, the value of which shall be based upon the performance of the common stock of the Corporation. Amounts deferred into the 2001 Corporation Stock Account will be credited to such account with units each reflecting one share of common stock of the Corporation. Fractional units will also be credited to such account, if applicable. The number of such credited units will be determined by dividing the value of the bonus award deferred into the 2001 Corporation Stock Account (plus the "supplemental amount" referred to in clause (ii) below) by the closing price of the common stock of the Corporation on the New York Stock Exchange on the day on which such bonus payment would have been made had it not been deferred. Dividends paid on the common stock of the Corporation shall be reflected in a participant's 2001 Corporation Stock Account by the crediting of additional units in such account equal to the value of the dividend and based upon the closing price of the common stock of the Corporation on the New York Stock Exchange on the date such dividend is paid. Deferrals into the 2001 Corporation Stock Account must be deferred to a date not earlier than January 1, 2005. (For deferrals relating to 2002 bonuses with a guarantee, such deferrals will be allocated into the 2002 Corporation Stock Account and must be deferred to a date not earlier than January 1, 2006.)

(ii) SUPPLEMENTAL AMOUNT. With respect to that portion of a bonus award which a participating employee defers into the 2001 Corporation Stock Account, there shall be credited to such participant's 2001 Corporation Stock Account an amount equal to the amount deferred into such account plus an additional amount equal to 15% of the amount so deferred (the "supplemental amount"). The maximum percentage of any participating employee's annual bonus award permitted to be deferred into the 2001 Corporation Stock Account (prior to giving effect to the supplemental amount) is 50% of such award.

(iii) STOCK DISTRIBUTIONS. Distributions from the 2001 Corporation Stock Account will be deposited automatically via book entry for your personal account with the Corporation's stock transfer agent. If you (or you and your spouse, as joint tenants) already have such an account with the stock transfer agent, then the shares will be deposited into that account. If you do not have such an account, then one will be established in your name, and the shares will be deposited in the account.

f. STATEMENT OF ACCOUNT

The Corporation shall provide periodically to each participant (but not less frequently than once per calendar quarter) a statement setting forth the balance to the credit of such participant in such participant's 2001 Deferred Bonus Accounts.

g. IRREVOCABILITY AND ACCELERATION

Subject to the provisions of paragraphs h. (iii) and h. (vii) below, all deferral elections made under the 2001 Plan (and the 2002 Plan) are irrevocable. However, the Committee may, in its sole discretion, and upon finding that a participant has demonstrated severe financial hardship, direct the acceleration of the payment of any or all deferred amounts then credited to the participant's 2001 Deferred Bonus Accounts.

h. PAYMENT OF DEFERRED AMOUNTS

(i) YEAR CERTAIN DEFERRALS. If the participant remains employed until the deferral year elected, all amounts relating to "year certain" deferrals will be paid in a single distribution, less applicable withholding taxes, in January of the deferral year elected, or the participant may elect (at the time of the original deferral election) to have distributions from the 2001 Corporation Stock Account or the 2001 Putnam Fund Account, as the case may be, made in up to fifteen (15) annual installments payable each January commencing with the deferral year elected. Annual installments will be paid in an amount, less applicable withholding taxes, determined by multiplying (i) the balance of the 2001 Corporation Stock Account or the 2001 Putnam Fund Account, as the case may be, by (ii) a fraction, the numerator of which is 1 and the denominator of which is a number equal to the remaining unpaid annual installments.

(ii) RETIREMENT DEFERRALS. For participants who retire, amounts relating to deferrals until the year following retirement will be paid in a single distribution in January of the year following retirement, or the participant may elect (at the time of the original deferral election) to have distributions from the 2001 Corporation Stock Account or 2001 Putnam Fund Account, as the case may be, made in up to fifteen (15) annual installments payable each January commencing with the year following retirement. Annual installments will be paid in an amount, less applicable withholding taxes, determined by multiplying (i) the balance of the 2001 Corporation Stock Account or 2001 Putnam Fund Account, as the case may be, by (ii) a fraction, the numerator of which is 1 and the denominator of which is a number equal to the remaining unpaid annual installments.

(iii) REDEFERRAL ELECTION. Participants shall be permitted to delay the beginning date of distribution and/or increase the number of annual installments (up to the maximum number permitted under the 2001 Plan) for awards previously deferred or redeferred under the 2001 Plan (and the 2002 Plan), provided that the redeferral election must be made at least one full calendar year prior to the beginning date of distribution.

(iv) TERMINATION OF EMPLOYMENT PRIOR TO END OF DEFERRAL PERIOD. Subject to the provisions of paragraph (vi) below, in the event of termination of employment for any reason prior to completion of the elected deferral period, all amounts then in the participant's 2001 Deferred Bonus Accounts will be paid to the participant (or the participant's designated beneficiary in the event of death) in a single distribution, less applicable withholding taxes, as soon as practicable after the end of the quarter in which the termination occurred; PROVIDED, HOWEVER, that, subject to the provisions of paragraph (vi) below, upon a participant's retirement or termination for total disability prior to completion of the elected deferral period, all such amounts shall be paid in January of the year following such retirement or termination for total disability, as the case may be.

(v) DEATH DURING INSTALLMENT PERIOD. If a participant dies after the commencement of payments from his or her 2001 Deferred Bonus Accounts, the designated beneficiary shall receive the remaining installments over the elected installment period.

(vi) SPECIAL RULES APPLICABLE TO 2001 CORPORATION STOCK ACCOUNT. Notwithstanding any provision in the 2001 Plan to the contrary (other than the second sentence of Section 2.i. above), with respect to a participant's 2001 Corporation Stock Account, in the event that prior to January 1, 2005, a participant's employment terminates for total disability or retirement, all amounts in such account will be paid to the participant, less applicable withholding taxes, in January of 2005. In the event that, prior to January 2005, a participant's employment terminates on account of death, or a participant whose employment was earlier terminated for total disability or retirement should die, the distribution rule in paragraph (iv) above will apply. If, however, the termination of employment prior to January 1, 2005 is on account of a reason other than death, total disability or retirement, the participant will receive, as soon as practicable following the end of the quarter in which the termination occurred, a single distribution, less applicable withholding taxes, of (a) the balance of the participant's 2001 Corporation

Stock Account less (b) the portion of such balance attributable to the supplemental amount (including earnings thereon), which portion shall be forfeited in its entirety. For purposes of determining the portion of the balance of the 2001 Corporation Stock Account attributable to the supplemental amount, the supplemental amount shall be increased or decreased by the respective gain or loss in the 2001 Corporation Stock Account attributable to such supplemental amount.

(vii) ACCELERATION OF DISTRIBUTION. A participant may elect to accelerate the distribution of all or a portion of the 2001 Deferred Bonus Accounts for any reason prior to the completion of the elected deferral period, subject to the imposition of a significant penalty in accordance with applicable tax rules. The penalty shall be an account forfeiture equal to (i) 6% of the amount that the participant elects to have distributed from the 2001 Deferred Bonus Accounts and (ii) 100% of any unvested supplemental amount as provided in Section 2(e)(ii) above, including related earnings, that the participant elects to have distributed from the 2001 Corporation Stock Account. Amounts distributed to the participant will be subject to applicable tax withholding, but amounts forfeited will not be subject to tax.

(viii) CHANGE IN CONTROL. Notwithstanding any other provision in the 2001 Plan to the contrary, in the event of a "change in control" of the Corporation, as defined in the Corporation's 2000 Senior Executive Incentive and Stock Award Plan (the "2000 Senior Executive Plan") and 2000 Employee Incentive and Stock Award Plan (the "2000 Employee Plan"), all amounts credited to a participant's 2001 Deferred Bonus Accounts as of the effective date of such change in control will be distributed within five days of such change in control as a lump sum cash payment, less applicable withholding taxes.

(ix) FORM OF PAYMENT. All payments in respect of the 2001 Putnam Fund Account shall be made in cash and payments in respect of the 2001 Corporation Stock Account shall be made in shares of common stock of the Corporation; provided, however, that in the event of a change in control of the Corporation, payments from the 2001 Corporation Stock Account shall be made in cash based upon (A) the highest price paid for shares of common stock of the Corporation in connection with such change in control or (B) if shares of common stock of the Corporation are not purchased or exchanged in connection with such change in control, the closing price of the common stock of the Corporation on the New York Stock Exchange on the last trading day on the New York Stock Exchange prior to the date of the change in control.

i. TAX TREATMENT

Under present Federal income tax laws, no portion of the balance credited to a participant's 2001 Deferred Bonus Accounts will be includable in income for Federal income tax purposes during the period of deferral. However, FICA tax withholding is required currently on the cash bonus amount (excluding any portion subject to a mandatory deferral) awarded to the participant, and such withholding is required on the supplemental amount in January of 2005. When any part of the 2001 Deferred Bonus Accounts is actually paid to the participant, such portion will be includable in income, and Federal, state and local income tax withholding will

apply. The Corporation may make necessary arrangements in order to effectuate any such withholding, including the mandatory withholding of shares of common stock of the Corporation which would otherwise be distributed to a participant.

j. BENEFICIARY DESIGNATION

Each participant shall have the right, at any time, to designate any person or persons as beneficiary or beneficiaries (both principal and contingent) to whom payment shall be made under the 2001 Plan and every other Cash Bonus Award Voluntary Deferral Plan for which the participant has or will have an account balance (collectively, including the 2001 Plan, "the Plans"), in the event of death prior to complete distribution to the participant of the amounts due under the Plans. Any beneficiary designation may be changed by a participant by the filing of such change in writing on a form prescribed by the Corporation. The filing of a new beneficiary designation form will cancel all beneficiary designations previously filed and apply to all deferrals in the account. A beneficiary designation form is attached for use by a participant who either does not have such form on file or wishes to make a change in the beneficiary designation. Upon completion of the attached form, it should be forwarded to Brian Kenny, at the address set forth in Section 2.b. above. If a participant does not have a beneficiary designation in effect, or if all designated beneficiaries predecease the participant, then any amounts payable to the beneficiary shall be paid to the participant's estate. The payment to the designated beneficiary or to the participant's estate shall completely discharge the Corporation's obligations under the Plans.

k. CHANGES IN CAPITALIZATION

If there is any change in the number or class of shares of common stock of the Corporation through the declaration of stock dividend or other extraordinary dividends, or recapitalization resulting in stock splits, or combinations or exchanges of such shares or in the event of similar corporate transactions, each participant's 2001 Corporation Stock Account shall be equitably adjusted by the Committee to reflect any such change in the number or class of issued shares of common stock of the Corporation or to reflect such similar corporate transaction.

3. AMENDMENT AND TERMINATION OF THE 2001 PLAN

The Committee may, at its discretion and at any time, amend the 2001 Plan in whole or in part. The Committee may also terminate the 2001 Plan in its entirety at any time and, upon any such termination, each participant shall be paid in a single distribution, or over such period of time as determined by the Committee (not to extend beyond the earlier of 15 years or the elected deferral period), the then remaining balance in such participant's 2001 Deferred Bonus Accounts.

4. MISCELLANEOUS

a. A participant under the 2001 Plan is merely a general (not secured) creditor, and nothing contained in the 2001 Plan shall create a trust of any kind or a fiduciary relationship between the Corporation and the participant or the participant's estate. Nothing contained herein shall be construed as conferring upon the participant the right to continued employment with the Corporation or its subsidiaries, or to a cash bonus award. Except as otherwise provided by applicable law, benefits payable under the 2001 Plan may not be assigned or hypothecated, and no such benefits shall be subject to legal process or attachment for the payment of any claim of any person entitled to receive the same. The adoption of the 2001 Plan and any elections made pursuant to the 2001 Plan are subject to approval of the 2001 Plan by the Committee.

b. Participation in the 2001 Plan is subject to these terms and conditions and to the terms and conditions of (i) the 2000 Senior Executive Plan with respect to those participants hereunder who are subject thereto and (ii) the 2000 Employee Plan with respect to all other participants. Participation in the 2001 Plan shall constitute an agreement by the participant to all such terms and conditions and to the administrative regulations of the Committee. In the event of any inconsistency between these terms and conditions and the provisions of the 2000 Senior Executive Plan or the 2000 Employee Plan, as applicable, the provisions of the latter shall prevail. The 2000 Senior Executive Plan and the 2000 Employee Plan are not subject to any of the provisions of the Employee Retirement Income Security Act Of 1974.

c. Not more than four million (4,000,000) shares of the Corporation's common stock, plus such number of shares remaining unused under pre-existing stock plans approved by the Corporation's stockholders, may be issued under the 2000 Senior Executive Plan.

d. Not more than forty million (40,000,000) shares of the Corporation's common stock, plus such number of shares authorized and reserved for awards pursuant to certain preexisting share resolutions adopted by the Corporation's Board of Directors, may be issued under the 2000 Employee Plan.

5. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report on Form 10-K of the Corporation for its last fiscal year, the Corporation's Registration Statement on Form 8 dated February 3, 1987, describing Corporation common stock, including any amendment or reports filed for the purpose of updating such description, and the Corporation's Registration Statement on Form 8-A/A dated January 26, 2000, describing the Preferred Stock Purchase Rights attached to the common stock, including any further amendment or reports filed for the purpose of updating such description, which have been filed by the Corporation under the Securities Exchange Act of 1934, as amended (the Exchange Act), are incorporated by reference herein.

All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the end of the Corporation's last fiscal year and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Participants may receive without charge, upon written or oral request, a copy of any of the documents incorporated herein by reference and any other documents that constitute part of this Prospectus by contacting Mr. Brian Kenny, Manager, Compensation Systems and Administration, as indicated above.

Exhibit 10.20

AMENDED AND RESTATED
MARSH & McLENNAN CAPITAL, INC.
DEFERRED COMPENSATION AND PROFITS
LIMITED PARTNERSHIP PLAN

(Effective as of December 1, 1998)

Section 1. PURPOSE.

The purpose of the Plan is to enable the Employer to attract and retain key employees who are expected to contribute to the Employer's success by offering them an opportunity to defer the receipt of compensation, and the opportunity simultaneously to receive currently additional compensation in the form of a Profits Interest, enabling the Eligible Employee to obtain, subject to certain additional credit risks not present in a direct investment, an economic interest in a Fund substantially similar to the acquisition of a regular direct limited partnership interest in such Fund.

Section 2. DEFINITIONS.

2.1 "ACCOUNTS" means a Participant's AFR Accounts and T-Bill Account.

2.2 "AFR ACCOUNT" means, with respect to any Participant, a book entry account established pursuant to and administered in accordance with
Section 5.

2.3 "AFR RATE" shall mean, with respect to any Fund, the fixed rate of return as of the date of the first capital call of such Fund, equal to the applicable federal long-term rate under section 1274(d) of the Code, compounded annually, as determined in the good faith judgment of the general partner of such Fund, PROVIDED that the general partner of such Fund may increase such fixed rate of return if, as of the date of any subsequent capital call of such Fund, such fixed rate of return is less than the applicable federal rate under section 1274(d) of the Code, compounded annually.

2.4 "BOARD" means the Board of Directors of the Corporation.

2.5 "CODE" means the Internal Revenue Code of 1986, as amended.

Amended and Restated M&M Capital Deferred Compensation and Profits Limited Partnership Plan

2.6 "COMMITTEE" means the committee or individual that is authorized by the Board to administer the Plan (or, if there is no such committee or authorized individual, the Board).

2.7 "CORPORATION" means Marsh & McLennan Capital, Inc., a Delaware corporation, or any successor thereto.

2.8 "DEFAULT" has the meaning ascribed thereto in Section 8.1.

2.9 "DEFERRAL COMMITMENT" with respect to each Participant means the total amount of compensation the Participant commits to defer under the Plan.

2.10 "DEFERRAL ELECTION" means the election made by an Eligible Employee to defer receipt of compensation pursuant to Section 3 of the Plan.

2.11 "EFFECTIVE DATE" means December 1, 1998.

2.12 "ELIGIBLE EMPLOYEE" means for the purpose of this Plan, an officer, director or employee of the Employer who meets the requirements to be an eligible employee established by the Committee.

2.13 "EMPLOYER" means the Corporation, and any of its successors or affiliates which adopts the Plan with respect to its employees with the consent of the Corporation.

2.14 "EMPLOYER LP INTEREST" when used in the context of any Participant's interests under the Plan means the Employer LP Interest in a Fund acquired by the Participant's Employer which is associated with the Participant's Profits Interest in such Fund.

2.15 "FUND" means, as applicable, the Marsh & McLennan Capital Professionals Fund, L.P., a Cayman Islands exempted limited partnership, or the Marsh & McLennan Capital Technology Professionals Venture Fund, L.P., a Delaware limited partnership, or any other private equity or venture capital fund a Profits Interest (or series thereof) in which the Committee deems suitable for transfer to a Participant.

2.16 "PARTICIPANT" means any Eligible Employee who makes a Deferral Election.

2.17 "PARTNERSHIP AGREEMENT" means the agreement governing the rights and obligations of partners (including the Employer and each Participant who becomes a partner in such Fund in accordance with Section 4 hereof) in a Fund, as in effect from time to time.

Amended and Restated M&M Capital Deferred
Compensation and Profits Limited Partnership Plan

2.18 "PLAN" means this Marsh & McLennan Capital, Inc. Deferred Compensation and Profits Limited Partnership Plan, as in effect and as may be amended from time to time.

2.19 "PROFITS INTEREST" with respect to each Participant who executes a Subscription Agreement means a Profits Interest in a Fund transferred to such Participant pursuant to Section 4.

2.20 "RETIREMENT" has the meaning ascribed thereto in the Marsh & McLennan Companies Benefit Program.

2.21 "SENIOR PRINCIPALS" means any of Robert Clements, Charles
A. Davis, Stephen Friedman and Jeffrey W. Greenberg, PROVIDED that Jeffrey W. Greenberg shall not be deemed to be a senior principal with respect to the Marsh & McLennan Capital Technology Professionals Venture Fund, L.P.

2.22 "SUBSCRIPTION AGREEMENT" with respect to any Participant in connection with a specific Fund means the agreement between the general partner of such Fund and the Participant pursuant to which such Fund sells to the Participant, and the Participant undertakes certain commitments as a partner in such Fund, including, without limitation, the obligation to pay to such Fund an amount equal to the aggregate amount deferred, a rate of return thereon equal to the AFR Rate and any profits previously distributed in respect of, the Profits Interest.

2.23 "T-BILL ACCOUNT" means with respect to each Participant a book entry account established pursuant to and administered in accordance with
Section 5.

2.24 "TOTAL DISABILITY" has the meaning ascribed thereto in the Marsh & McLennan Companies Benefit Program.

2.25 "VALUE" with respect to any Fund and as of any date shall mean the value, as determined pursuant to the Partnership Agreement of such Fund, of a Participant's Profits Interest with respect to such Fund on the valuation date of such Fund coinciding with or immediately preceding the date of determination.

Section 3. PARTICIPATION.

3.1 INITIAL ELECTION TO PARTICIPATE. Subject to Section 3.2, not later than 30 days after the Effective Date, an employee who is an Eligible Employee at the Effective Date may elect to defer receipt of up to that amount of compensation that the Employer shall permit to be deferred

Amended and Restated M&M Capital Deferred
Compensation and Profits Limited Partnership Plan

hereunder. An employee who becomes an Eligible Employee after the Effective Date may elect, not later than 30 days after becoming eligible to participate, to defer receipt of up to that amount of compensation that the Employer shall permit to be deferred hereunder.

3.2 COMMITTEE DISCRETION. At any time after the applicable period specified in Section 3.1, the Committee may permit an Eligible Employee to elect prior to the commencement of any period of service (or at such other time or times and subject to such other conditions as the Committee may specify) to defer receipt of up to that amount of compensation otherwise payable to the Eligible Employee in respect of such services that the Employer shall permit to be deferred hereunder. Notwithstanding the preceding sentence, unless the Committee otherwise determines, no Eligible Employee shall be eligible to participate in the Plan with respect to a specific Fund unless there is a closing of such Fund which takes place at least 30 days (or such greater or lesser period as the Committee shall determine) after the date as of which such Eligible Employee files his or her election to participate in the Plan.

3.3 FORMS AND TERMS OF ELECTION. A Deferral Election shall be made by written notice on a form approved by the Committee and shall be effective only when filed with the Committee. Each Deferral Election shall only apply with respect to compensation that the Participant does not have the right to receive at the time of the election, and shall specify the amount of the Participant's Deferral Commitment. In determining the amount of his or her Deferral Commitment, a Participant should consider all relevant aspects of the Plan, including, without limitation, (I) the Committee's control over the timing of distributions pursuant to Section 6, (II) the generally limited availability of any hardship withdrawals pursuant to Section 6.3, (III) the consequences of termination of employment as described in Section 7.2 and (IV) the consequences of failing to satisfy such Deferral Commitment as described in Section 8. Unless otherwise determined by the Committee, any election to defer compensation hereunder shall continue in effect during the period of the Participant's employment with the Employer until the Participant's Deferral Commitment has been satisfied in full. The Corporation may, from time to time and at any time, establish a minimum amount (which may be stated as a percentage of a class of compensation eligible for deferral hereunder) that may be deferred by any Eligible Employee.

3.4 TIMING OF DEFERRALS. The Corporation shall determine the time or times at which amounts are to be deferred in accordance with a Participant's Deferral Election. The Corporation shall specify the manner and timing of deferrals in the Deferral Election or otherwise identify the manner and timing of deferrals in writing to the Participant prior to the time at which the Participant makes his or her Deferral Election.

Amended and Restated M&M Capital Deferred
Compensation and Profits Limited Partnership Plan

3.5 SUBSCRIPTION AGREEMENT. Each Participant shall be required to execute and deliver a Subscription Agreement in connection with each Fund in which such Participant is to receive the transfer of a Profits Interest, which Subscription Agreement shall provide that, as a condition to the receipt of the additional compensation represented by the Profits Interest described in Section 4 below, the Participant agrees, among other things: (I) to make a timely recognition election under Section 83(b) of the Code with respect to the transfer of the Profits Interest with respect to such Fund, based on the value thereof identified by the Employer, (II) to become a party to and be bound by the terms of the Partnership Agreement of such Fund and (III) to execute any documents related to such Profits Interest and to provide such information as is requested by the general partner of the Fund or its duly appointed agent.

Section 4. PROFITS INTEREST.

A Profits Interest in a particular Fund will be transferred to each Participant that executes a Subscription Agreement with respect to such Fund and the Partnership Agreement of such Fund at the same time as the Participant's Employer acquires the associated Employer LP Interest in such Fund. A Participant's rights with respect to any such Profits Interest shall be subject to the terms and conditions set forth in this Plan, the Subscription Agreement with respect to such Fund and the Partnership Agreement of such Fund including, without limitation, Section 7 hereof (relating to termination of employment).

Section 5. ACCOUNTS.

5.1 Accounts. (a) ESTABLISHMENT OF ACCOUNTS. The Employer shall establish for each Participant (I) a T-Bill Account, and (II) an AFR Account for each Fund in which such Participant is to receive the transfer of a Profits Interest.

(b) TRANSFER OF DEFERRED AMOUNTS TO T-BILL ACCOUNTS. The amount deferred pursuant to a Participant's Deferral Election shall initially be credited to such Participant's T-Bill Account.

(c) TRANSFERS TO AFR ACCOUNTS. At the time the Employer makes a capital contribution to a Fund in respect of its Employer LP Interest associated with the Profits Interest of a particular Participant, the lesser of (I) the balance in such Participant's T-Bill Account and (II) an amount equal to the amount of the Employer's capital contributions, shall be transferred from the Participant's T-Bill Account to the Participant's AFR Account established with respect to such Fund. If the amount of capital contributed by the Participant's Employer to such Fund in respect of the Employer LP Interest associated with the Profits Interest of such Participant exceeds the

Amended and Restated M&M Capital Deferred
Compensation and Profits Limited Partnership Plan

balance in such Participant's T-Bill Account, any amounts thereafter credited to such Participant's T-Bill Account shall be immediately transferred to the Participant's AFR Account until the amount transferred to such AFR Account is equal to the amount of the Employer's capital contributions.

(d) TRANSFERS FROM FUND AND AFR ACCOUNTS. Unless the Committee otherwise determines, whenever the Employer receives a distribution from a Fund on or in respect of its Employer LP Interest associated with the Profits Interest of a particular Participant, an amount equal to the amount distributed to the Employer shall be transferred from the Participant's AFR Account established with respect to such Fund to the Participant's T-Bill Account.

5.2 INTEREST DEEMED CREDITED ON T-BILL AND AFR ACCOUNTS. A Participant's T-Bill Account shall be credited with interest at the end of each calendar month at a rate equal to the Generic 3-month (Treasury Bill) Mid/Last rate as of the first day of each month as reported by Bloomberg, based on the average amount credited to such T-Bill Account during such month. Each of a Participant's AFR Accounts at any time shall be credited with interest as of the last day of each calendar year at the AFR Rate, based on the number of days in the relevant period during which each amount was credited to such AFR Account; PROVIDED that in the case of any amount transferred or distributed from an AFR Account during the calendar year, interest shall be credited as of the date of such transfer or distribution. Notwithstanding anything else contained herein to the contrary, a Participant's AFR Account shall be reduced as of the date of any transfer or distribution from such AFR Account by the amount transferred or distributed from such AFR Account (plus any interest credited thereon pursuant to the preceding sentence).

Section 6. DISTRIBUTIONS.

6.1 DISTRIBUTIONS FROM A PARTICIPANT'S T-BILL ACCOUNT. Except to the extent otherwise expressly provided herein, no distribution shall be made from a Participant's T-Bill Account until the earlier of (I) the fifteenth anniversary of the Effective Date (or in such other manner as the Committee shall permit from time to time) or (II) any date determined by the Committee, in its discretion, which is at least one year after the date as of which the corresponding compensation was deferred. In making a determination under the preceding sentence, the Committee may take into consideration any factors it deems relevant, including, without limitation, whether the Participant has completed his or her Deferral Commitment. Unless otherwise determined by the Committee, any distribution from a Participant's T-Bill Account shall be made in a single lump sum in cash as soon as practicable following the date such distribution is first payable under the preceding sentence. Notwithstanding anything else herein to the contrary, if a Participant has received a Profits Interest which, at the time an amount would otherwise be distributable hereunder, is (or, if the Participant's employment were then to terminate, would be) subject to repurchase by the

Amended and Restated M&M Capital Deferred
Compensation and Profits Limited Partnership Plan

Participant's Employer pursuant to Section 7, unless otherwise determined by the Committee, no distribution shall be made from the Participant's T-Bill Account until the earlier to occur of the following events: (I) the transfer from the Participant's T-Bill Account to one or more of the Participant's AFR Accounts of an aggregate amount at least equal to the Participant's Deferral Commitment and
(II) the repurchase by the Participant's Employer of all or a portion of the Participant's Profits Interest pursuant to Section 7. Notwithstanding anything else herein to the contrary, in the event that a Participant's employment with the Employer terminates for any reason, and such Participant is or was a Senior Principal, the Committee shall promptly, upon the request of such Participant or an authorized representative thereof, authorize the distribution to such Participant or an authorized representative thereof of all amounts in such Participant's T-Bill Account, and such amounts shall be so distributed promptly.

6.2 NO DISTRIBUTIONS FROM AFR ACCOUNTS. Unless the Committee shall otherwise determine, no amount shall be distributed to a Participant from any AFR Account of such Participant; instead, amounts shall be transferred from a Participant's AFR Account to the T-Bill Account as described in Section 5.1 above. If the Committee permits a distribution from an AFR Account of a Participant, the Committee shall determine the time or times and the form of such distribution.

6.3 HARDSHIP WITHDRAWALS. Hardship withdrawals may be allowed at the sole discretion of the Committee with the consent of the Participant's Employer (which consent may be withheld for any reason), but it is intended and expected that hardship withdrawals will generally not be permitted.

Section 7. TERMINATION OF EMPLOYMENT.

7.1 TERMINATION DUE TO DEATH, TOTAL DISABILITY OR RETIREMENT. Notwithstanding anything else contained in the Plan to the contrary, in the event that a Participant's employment terminates due to death, Total Disability or Retirement, such Participant (or such Participant's beneficiary or legal representative) may at any time request in writing that the Participant's Employer purchase (or designate a purchaser for) all or a portion of any or all of such Participant's Profits Interests at its or their Value (or at such other amount agreed to by the Employer). The Employer shall have 90 days after receipt of a request by a Participant (or such Participant's beneficiary or legal representative) pursuant to this Section 7.1 to notify the Participant (or such Participant's beneficiary or representative) whether it will purchase (or designate a purchaser for) all or a portion of any of such Participant's Profits Interests. If the Employer elects to purchase (or designate a purchase for) all or a portion of any of a Participant's Profits Interests, such purchase, and payment of the purchase price therefor to the seller, shall occur within 60 days of such election.

Amended and Restated M&M Capital Deferred
Compensation and Profits Limited Partnership Plan

Upon the purchase of all or a portion of any of a Participant's Profits Interests pursuant to this Section 7.1, the balance in the Participant's AFR Accounts shall be transferred to the Participant's T-Bill Account.

7.2 TERMINATION PRIOR TO SATISFYING DEFERRAL COMMITMENT. (a) REPURCHASE OF PROFITS INTERESTS. If the employment of a Participant is terminated for any reason other than those specified in Section 7.1 prior to satisfying his or her Deferral Commitment, the Participant's Employer will purchase the portion of all of such Eligible Employee's Profits Interests attributable to the unpaid deferral for $1. With respect to any specific Fund, this will result in the Eligible Employee having a Profits Interest only in investments of such Fund that were made during the period when the Eligible Employee made deferrals to the Plan when due, PROVIDED, that amounts held in such Eligible Employee's T-Bill Account at the time of termination shall not thereafter be transferred to an AFR Account of such Eligible Employee or invested in any Fund. In addition to the rights of the Employer under Section 8.1, and subject to the last sentence of this Section 7.2(a), the Employer may at any time at its discretion purchase or designate a purchaser for all or any portion of any of such Participant's Profits Interest or other interest in the Fund, as set forth in the Partnership Agreement for such Fund. The purchase price of any such Profits Interest or portion thereof will be as set forth in the relevant Partnership Agreement. Notwithstanding the foregoing, the consent of a Participant who is a Senior Principal will be required prior to the purchase of all or any portion of any of such Participant's Profits Interests.

(b) REMEDY FOR BREACH OF DEFERRAL COMMITMENT. If (a) at the time a Participant terminates his or her employment (I) the Participant has not fulfilled his or her obligation to make the Deferral Commitment, and (II) the amount, if any, of the Participant's Employer's capital contributions in respect of its Employer LP Interest exceeds the amount of the Participant's deferrals and (b) the Employer does not purchase the entire Profits Interest pursuant to
Section 7.2(a), the Employer may, in its discretion, put to the Participant for purchase, and the Participant shall purchase for cash the portion of the Employer LP Interest attributable to such excess contributions in accordance with the procedures set forth in Sections 8.2 and 8.3.

Section 8. DEFAULT.

8.1 The failure to defer compensation at the time and in the amount required by the Plan shall constitute a default under the Plan by the Participant (a "DEFAULT"). The Employer may permit the Default to be cured by a future deferral of compensation and such Participant shall not be in Default hereunder, and shall not be in Default with respect to such Participants's Profits Interest pursuant to the Partnership Agreement, to the extent of such cure. In the event that a Participant commits a Default that is not cured, with respect to each Fund the Participant will only

Amended and Restated M&M Capital Deferred
Compensation and Profits Limited Partnership Plan

have a Profits Interest in investments of such Fund that are made during the period when the Eligible Employee made deferrals to the Plan when due, based upon the ratio of the Eligible Employee's deferred amount to total capital contributed to such Fund during the same period. This reduction in the Participant's Profits Interests in the Funds will occur by having the Employer purchase for $1 the rights represented by all of such Participant's Profits Interests attributable to the unpaid deferral (including to any contributions by the Employer which exceed the Participant's deferrals).

8.2 In addition to the rights of the Employer set forth in
Section 8.1, if, at the time of Default the amount, if any, of the Participant's Employer's capital contributions in respect of its Employer LP Interests associated with the Profits Interests of such Participant exceeds the amount of the Participant's deferrals, the Employer may, in its discretion, put to the Participant for purchase, and the Participant shall purchase for cash, the portion of any Employer LP Interest attributable to such excess contributions.

8.3 The purchase price for such portion (described in Section 8.2) of an Employer LP Interest in a Fund shall equal the sum of (i) and (ii) where:

(i) is the amount by which the Employer's capital contributions to such Fund with respect to the Participant exceeds the aggregate amount deferred by the Participant pursuant to his or her Deferral Commitment, and

(ii) is an amount equal to the sum of the products, for each calendar year during which the Employer's capital contributions at any time exceeded the amount of the Participant's deferrals, of (x), (y) and (z), where:

(x) is the AFR Rate;

(y) is the average amount, if any, by which the Employer's capital contributions, if any, in respect of its Employer LP Interest associated with the Profits Interest of such Participant exceeds the amount of the Participant's deferrals credited to his or her AFR Account with respect to such Fund; and

(z) is a fraction, the numerator of which is the number of days in such calendar year during which the amount described in subclause (y) was greater than zero and the denominator of which is 365.

Amended and Restated M&M Capital Deferred
Compensation and Profits Limited Partnership Plan

The Employer's right to put such portion of its Employer LP Interests to the Participant shall be exercised, if at all, by giving written notice to the Participant of its intention to put such portion of such Employer LP Interest to the Participant for purchase as of a date not less than 10 days after the date the Employer sends written notice of such exercise to the Participant. If the Participant fails to purchase such portion of such Employer LP Interest from the Employer within 5 business days of the date specified in such notice, the purchase price for such portion of such Employer LP Interest will increase on a daily basis at a rate equal to the AFR Rate, with such increase to be compounded annually on the anniversary of the date of the original notice. Notwithstanding anything else contained herein to the contrary, if the Participant does not purchase such portion of such Employer LP Interest within the time period stated in the put notice, the Employer may elect at any time, upon written notice to the Participant, not to sell such portion of such Employer LP Interest to the Participant.

Section 9. TRANSFERABILITY.

Neither a Participant nor such Participant's beneficiary shall have the right or power to sell, exchange, pledge, transfer, assign or otherwise encumber or dispose of such Participant's or beneficiary's Accounts, other than in accordance with this Section 9. The Participant's or beneficiary's interest in the Participant's Accounts shall also not be subject to seizure for the payment of any debt, judgment, alimony or separate maintenance or be transferable by the operation of law in the event of the Participant's or any beneficiary's bankruptcy or insolvency. A Participant or his or her beneficiary shall be able to transfer or encumber his or her Profits Interest in a Fund to the extent permitted pursuant to the Partnership Agreement of such Fund, PROVIDED that the Participant agrees to have the transferee acknowledge that the transfer does not in any way impair the rights of a Participant's Employer pursuant to Section 7.

Section 10. ADMINISTRATION.

10.1 ADMINISTRATION. The administrator of the Plan shall be the Committee. The Committee shall have the authority, subject to the terms of the Plan; to interpret the Plan; to determine the amount of benefits payable to each Participant under the Plan; to adopt, amend and rescind rules and regulations for the administration of the Plan; and to make all determinations necessary or advisable for the administration of the Plan. In the exercise of its discretion hereunder, the Committee may treat different Participants, including similarly situated Participants, differently, and may treat the same Participant differently at different times. Any action taken or decision made by the Committee in connection with the Plan, including, without limitation, the interpretation by the Committee of any provision of the Plan, shall be final and binding on each affected Employee and any Participant and any persons claiming thereunder.

Amended and Restated M&M Capital Deferred
Compensation and Profits Limited Partnership Plan

10.2 ACTIONS BY THE CORPORATION OR THE EMPLOYER. The Corporation shall be the sponsor of the Plan, and any action taken by the Corporation (or any of its officers, directors or agents, including the members of the Board, but excluding the members of the Committee solely when acting for the Committee) shall be taken solely in such capacity. Any action required or permitted to be taken by the Corporation pursuant to the Plan may be taken by any authorized officer without further action of the Board or the board of directors of the Employer (or any committee thereof). In no event shall the consent of the Employer be required with respect to any action (including any discretionary action) taken by the Corporation or any of its officers, directors or agents, including the members of the Board, pursuant to or in accordance with the terms of the Plan.

Section 11. AMENDMENT AND TERMINATION.

Subject to the last sentence of this Section 11, (I) the Board may from time to time and at any time alter, amend, suspend, discontinue, or terminate this Plan, and (II) the Employer may at any time elect to suspend, discontinue or terminate its participation in the Plan as to its own Eligible Employees. Notwithstanding the immediately preceding sentence, except as set forth in the Partnership Agreement, no action with respect to the amendment or termination of the Plan (or the Employer as to its participation in the Plan) shall reduce any Participant's accrued rights under the Plan without his or her consent, except as may otherwise be required by law. Alterations, amendments, suspensions, discontinuances or terminations of this Plan that would have a material and adverse effect on the substantive rights under this Plan of Participants who are or were Senior Principals shall require the express consent of any such affected Participants.

Section 12. MISCELLANEOUS.

12.1 WITHHOLDING. Any payment made or other compensation provided under the Plan shall be reduced by any amounts required to be withheld or paid with respect to such payment or compensation under all applicable federal, state and local tax and other laws and regulations which may be in effect as of the date of such payment.

12.2 NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or any agreement entered into under the Plan shall be construed as providing any Participant or other employee with the right to continue in the employ of the Employer.

12.3 NO RIGHTS TO CORPORATE ASSETS. The Plan is an unfunded plan of deferred compensation and nothing in the Plan shall give a Participant, the Participant's beneficiaries or any other person any interest of any kind in the assets of the Employer or its affiliates (including, without

Amended and Restated M&M Capital Deferred
Compensation and Profits Limited Partnership Plan

limitation, any Employer LP Interest) or create a trust or fiduciary relationship of any kind between the Employer and any such person. Notwithstanding anything in the Plan to the contrary, nothing in this Plan shall be construed to limit the right of the Employer to transfer or encumber any Employer LP Interest in a Fund it shall hold from time to time to the extent permitted under the terms of the Partnership Agreement of such Fund. The obligations hereunder to any Participant shall be the sole responsibility of the Participant's Employer and no other Employer shall be deemed by reason of becoming a sponsor of this Plan to have assumed any liability or responsibility therefor, or to guarantee the payment or performance by the Employer.

12.4 NO LIMIT ON CORPORATE ACTIONS. Except as otherwise provided in Section 11, nothing contained in the Plan shall prevent the Employer from taking any action which is deemed by the Employer to be appropriate or in its best interest, whether or not such action would have any adverse effect on the Plan or any Participant's interests under the Plan. No Participant, beneficiary or other person shall have any claim against the Employer as a result of any such action.

12.5 COMPLIANCE WITH APPLICABLE LAWS. The Employer shall not be required to take any action, including the making of any payment under the Plan, if such action would violate any applicable federal or state law. The Employer shall use its best efforts to effect compliance with such laws, including taking all reasonable actions necessary to obtain any required consents.

12.6 RIGHT OF OFFSET. Notwithstanding anything else contained in this Plan to the contrary, as a condition of participation in the Plan and of receipt by a Participant of any Profits Interest hereunder, each Participant agrees and acknowledges that any amount due from his or her Employer may, at the discretion of the Employer, be reduced to the maximum extent permitted by applicable law by any and all amounts due and owing from the Participant to the Employer.

12.7 GOVERNING LAW. All rights and obligations under the Plan shall be governed by, and the Plan shall be construed in accordance with, the laws of the State of New York. Titles and headings to sections are for the purpose of reference only, and in no way limit or otherwise affect the meaning or interpretation of any provision of the Plan.

Marsh & McLennan Capital, Inc.

Amended and Restated M&M Capital Deferred
Compensation and Profits Limited Partnership Plan

Exhibit 10.21

1.   Purposes ..............................................................   1

2.   Definitions ...........................................................   1

3.   Administration ........................................................   3

     (a)   Authority of the Committee ......................................   3
     (b)   Manner of Exercise of Committee Authority .......................   4
     (c)   Limitation of Liability .........................................   5

4.   Eligibility ...........................................................   5

5.   Stock Subject to the Plan; Adjustments ................................   5

     (a)   Shares Reserved .................................................   5
     (b)   Manner of Counting Shares .......................................   6
     (c)   Type of Shares Distributable ....................................   6
     (d)   Adjustments .....................................................   6

6.   Specific Terms of Awards ..............................................   6

     (a)   General .........................................................   6
     (b)   Options .........................................................   6
     (c)   SARs ............................................................   7
     (d)   Restricted Stock ................................................   7
     (e)   Deferred Stock Units ............................................   8
     (f)   Stock Bonuses and Stock Awards in Lieu of Cash Awards ...........   9
     (g)   Dividend Equivalents ............................................   9
     (h)   Other Stock-Based Awards ........................................   9
     (i)   Unit-Based Awards ...............................................   9

7.   Certain Provisions Applicable to Awards ...............................   9

     (a)   Stand-Alone, Additional, Tandem and Substitute Awards ...........   9
     (b)   Terms of Awards .................................................  10
     (c)   Form of Payment Under Awards ....................................  10
     (d)   Buyouts .........................................................  10
     (e)   Cancellation and Rescission of Awards ...........................  10
     (f)   Awards to Participants Outside the United States ................  10

8. Performance Awards .................................................... 10

9.   Change in Control Provisions ..........................................  11

     (a)   Acceleration Upon Change in Control .............................  11
     (b)   "Change in Control" Defined .....................................  11
     (c)   "Change in Control Price" Defined ...............................  12
     (d)   Additional Payments .............................................  12
     (e)   Pooling of Interests ............................................  13

10.  General Provisions ....................................................  13
     (a)   Compliance with Legal and Exchange Requirements .................  13
     (b)   Nontransferability ..............................................  13
     (c)   No Right to Continued Employment ................................  14
     (d)   Taxes ...........................................................  14
     (e)   Changes to the Plan and Awards ..................................  14
     (f)   No Rights to Awards; No Stockholder Rights ......................  14
     (g)   Unfunded Status of Awards and Trusts ............................  14
     (h)   Nonexclusivity of the Plan ......................................  15
     (i)   No Fractional Shares ............................................  15
     (j)   Governing Law ...................................................  15
     (k)   Effective Date ..................................................  15
     (l)   Titles and Headings; Certain Terms ..............................  15

1. PURPOSES. The purposes of the 2000 Employee Incentive and Stock Award Plan are to advance the interests of Marsh & McLennan Companies, Inc. and its stockholders by providing a means to attract, retain, and motivate employees of the Company and its Subsidiaries and Affiliates, and to strengthen the mutuality of interest between such employees and the Company's stockholders. This Plan shall be the successor to the Marsh & McLennan Companies, Inc. 1997 Employee Incentive and Stock Award Plan.

2. DEFINITIONS. For purposes of the Plan, the following terms shall be defined as set forth below:

(a) "Affiliate" means any entity other than the Company and its Subsidiaries that is designated by the Committee as a participating employer under the Plan, provided that the Company directly or indirectly owns at least 20% of the combined voting power of all classes of voting stock of such entity or at least 20% of the ownership interests in such entity.

(b) "Award" means any Option, SAR, Restricted Stock, Deferred Stock Unit, Stock Bonus or Stock Award in Lieu of Cash, Dividend Equivalent, Other Stock-Based Award, or Unit-Based Award, including Performance Awards granted to a Participant under the Plan.

(c) "Award Agreement" means any written agreement, contract, or other instrument or document evidencing an Award.

(d) "Beneficiary" means the person, persons, trust or trusts which have been designated by such Participant in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under this Plan upon the death of the Participant, or, if there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.

(e) "Board" means the Board of Directors of the Company.

(f) "Change in Control" means Change in Control as defined with related terms in Section 9.

(g) "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include successor provisions thereto and regulations thereunder.

(h) "Committee" means the Compensation Committee of the Board, or such other Board committee as may be designated by the Board to administer the Plan. The Committee shall consist solely of two or more directors of the Company.

(i) "Company" means Marsh & McLennan Companies, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

(j) "Deferred Stock Unit" means an award, granted to a Participant under
Section 6(e), representing the right to receive either Stock or cash or any combination thereof at the end of a specified deferral period.

(k) "Dividend Equivalent" means a right, granted to a Participant under
Section 6(g), to receive cash, Stock, or other property equal in value to dividends paid with respect to a specified number of shares of Stock or to periodic distributions on other specified equity securities of the Company or any Subsidiary or Affiliate. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award and may be paid currently or on a deferred basis.

(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall be deemed to include successor provisions thereto and regulations thereunder.

(m) "Fair Market Value" means, with respect to Stock, Awards, or other property, the fair market value of such Stock, Awards, or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the Fair Market Value of Stock as of any given date shall mean the per share value of Stock as determined by using the mean between the high and low selling prices of such Stock on the immediately preceding date (or, if the NYSE was not open that day, the next preceding day that the NYSE was open for trading and the Stock was traded) as reported for such date in the table titled "NYSE--Composite Transactions," contained in The Wall Street Journal or an equivalent successor table.

(n) "Option" means a right, granted to a Participant under Section 6(b), to purchase Stock. No Options will qualify as incentive stock options within the meaning of Section 422 of the Code.

(o) "Other Stock-Based Award" means a right, granted to a Participant under Section 6(h), that is denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock or other securities of the Company or any Subsidiary or Affiliate, including, without limitation, rights convertible or exchangeable into Stock or such other securities, purchase rights for Stock or such other securities, and Awards with value or payment contingent upon performance of the Company, a Subsidiary, or Affiliate, or upon any other factor or performance condition designated by the Committee.

(p) "Participant" means a person who, as an employee of the Company, a Subsidiary or Affiliate, has been granted an Award under the Plan.

(q) "Performance Award" means an Award of one of the types specified in
Section 6 the grant, exercise, or settlement of which is subject to achievement of performance goals and other terms specified under Section 8.

(r) "Plan" means this 2000 Employee Incentive and Stock Award Plan, as amended from time to time.

(s) "Preexisting Plan and Share Resolutions" mean the 1997 Employee Incentive and Stock Award Plan and the resolutions adopted by the Board on November 16, 1993 (superseding resolutions adopted on March 17, 1992), as amended and supplemented by

resolutions adopted on March 16, 1995 and May 15, 1996, relating to the authorization of two million (2,000,000) shares of Stock for deferred stock units or other compensation purposes.

(t) "Qualified Member" means a member of the Committee who is a "Non-Employee Director" within the meaning of Rule 16b-3(b)(3).

(u) "Restricted Stock" means an award of shares of Stock to a Participant under Section 6(d) that may be subject to certain restrictions and to a risk of forfeiture.

(v) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.

(w) "Stock" means the Common Stock, $1.00 par value per share, of the Company or such other securities as may be substituted or resubstituted therefor pursuant to Section 5.

(x) "SAR" or "Stock Appreciation Right" means the right, granted to a Participant under Section 6(c), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant to the date of exercise of the right, with payment to be made in cash, Stock, other Awards, or other property as specified in the Award or determined by the Committee.

(y) "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

(z) "Unit-Based Award" means a unit, granted to a Participant under
Section 6(i), with value or payment contingent upon performance of the Company, a Subsidiary, or Affiliate, or upon any other factor or performance condition designated by the Committee.

3. ADMINISTRATION.

(a) AUTHORITY OF THE COMMITTEE. The Plan shall be administered by the Committee. The Committee shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan:

(i) to select Participants to whom Awards may be granted;

(ii) to designate Affiliates;

(iii) to determine the type or types of Awards to be granted to each Participant;

(iv) to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate, the terms and conditions of any Award granted under the Plan (including any exercise price, grant price, or purchase price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability or forfeiture, exercisability, or settlement of an Award, and waivers or accelerations thereof, and waivers of performance conditions relating to an Award, based

in each case on such considerations as the Committee shall determine), and all other matters to be determined in connection with an Award;

(v) to determine whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, exchanged, or surrendered;

(vi) to determine whether, to what extent, and under what circumstances cash, Stock, other Awards, or other property payable with respect to an Award will be deferred either automatically, at the election of the Committee, or at the election of the Participant, and whether to create trusts and deposit Stock or other property therein;

(vii) to prescribe the form of each Award Agreement, which need not be identical for each Participant;

(viii) to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer the Plan;

(ix) to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement, or other instrument hereunder; and

(x) to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.

Other provisions of the Plan notwithstanding, the Board may perform any function of the Committee under the Plan, including for the purpose of ensuring that transactions under the Plan by Participants who are then subject to Section 16 of the Exchange Act in respect of the Company are exempt under Rule 16b-3. In any case in which the Board is performing a function of the Committee under the Plan, each reference to the Committee herein shall be deemed to refer to the Board, except where the context otherwise requires.

(b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award to be granted to a Participant who is then subject to Section 16 of the Exchange Act in respect of the Company may be taken either (i) by a subcommittee composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action, provided that, upon such abstention or recusal, the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for purposes of the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, Subsidiaries, Affiliates, Participants, any person claiming any rights under the Plan from or through any Participant, and stockholders. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any Subsidiary or Affiliate the authority, subject to such terms as the Committee shall determine, to perform administrative functions and such

other functions as the Committee may determine, to the extent permitted under applicable law and, with respect to any Participant who is then subject to
Section 16 of the Exchange Act in respect of the Company, to the extent performance of such function will not result in a subsequent transaction failing to be exempt under Rule 16b-3(d).

(c) LIMITATION OF LIABILITY. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or other employee of the Company or any Subsidiary or Affiliate, the Company's independent certified public accountants, or other professional retained by the Company to assist in the administration of the Plan. No member of the Committee, nor any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting on their behalf shall, to the fullest extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination, or interpretation.

4. ELIGIBILITY. Employees of the Company and Subsidiaries and Affiliates, other than senior executives who are then eligible to be granted awards under the 2000 Senior Executive Incentive and Stock Award Plan or any successor plan thereto, are eligible to be granted Awards under the Plan. In addition, any person who has been offered employment by the Company or a Subsidiary or Affiliate is eligible to be granted Awards under the Plan, provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such person has commenced employment with the Company or a Subsidiary or Affiliate.

5. STOCK SUBJECT TO THE PLAN; ADJUSTMENTS.

(a) SHARES RESERVED. Subject to adjustment as hereinafter provided, the total number of shares of Stock reserved for issuance in connection with Awards under the Plan shall be 40,000,000, plus the additional number of shares of Stock specified in the succeeding sentence. There shall be added to the number of shares of Stock reserved for issuance under this Section 5(a) the number of shares authorized and reserved for awards under the Preexisting Plan and Share Resolutions to the extent (A) that such shares were available for grants of awards under the Preexisting Plan and Share Resolutions immediately prior to the Effective Date or (B) that such shares were subject to outstanding awards under the Preexisting Plan and Share Resolutions and thereafter an event occurs or occurred (including expiration or forfeiture) which would result in such shares again being available for Awards under the Plan (as determined pursuant to
Section 5(b)). No Award may be granted if the number of shares to which such Award relates, when added to the number of shares previously issued under the Plan and the number of shares to which other then-outstanding Awards relate, exceeds the number of shares reserved under this Section 5(a). Shares of Stock issued under the Plan shall be counted against this limit in the manner specified in Section 5(b).

(b) MANNER OF COUNTING SHARES. If any shares subject to an Award or award pursuant to the Preexisting Plan and Share Resolutions are or were forfeited, canceled, exchanged, or surrendered or such Award or award is or was settled in cash or otherwise terminates or was terminated without a distribution of shares to the Participant, including (i) the number of shares withheld in payment of any exercise or purchase price of or tax obligation relating to such an Award or award and (ii) the number of shares equal to the number surrendered in payment of any exercise or purchase price of or tax obligation relating to any Award or award, such number of shares will again be available for Awards under the Plan. The Committee may make

determinations and adopt regulations for the counting of shares relating to any Award to ensure appropriate counting, avoid double counting (in the case of tandem or substitute awards), and provide for adjustments in any case in which the number of shares actually distributed differs from the number of shares previously counted in connection with such Award.

(c) TYPE OF SHARES DISTRIBUTABLE. Any shares of Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued shares or treasury shares, including shares acquired by purchase in the open market or in private transactions.

(d) ADJUSTMENTS. In the event that any large, special and non-recurring dividend or other distribution (whether in the form of cash or property other than Stock), recapitalization, forward or reverse split, Stock dividend, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Stock such that an adjustment is determined by the Committee to be appropriate under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Stock which may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Stock issued or issuable in respect of outstanding Awards or, if deemed appropriate, make provisions for payment of cash or other property with respect to any outstanding Award, and (iii) the exercise price, grant price, or purchase price relating to any Award.

6. SPECIFIC TERMS OF AWARDS.

(a) GENERAL. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(e)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms regarding forfeiture of Awards or continued exercisability of Awards in the event of termination of employment by the Participant.

(b) OPTIONS. The Committee is authorized to grant Options to participants on the following terms and conditions:

(i) Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee; provided, however, that, except as provided in Section 7(a), such exercise price shall be not less than the Fair Market Value of a share on the date of grant of such Option, and in no event shall the exercise price for the purchase of shares be less than par value.

(ii) Time and Method of Exercise. The Committee shall determine at the date of grant or thereafter the time or times at which an Option may be exercised in whole or in part, the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, including cash, Stock, other Awards, shares or units valued by reference to shares issued under any other plan of the Company or a Subsidiary or Affiliate (including shares or units subject to restrictions, so long as an equal number of shares issued upon exercise of the Option are subject to substantially similar restrictions), or notes or other property, and the methods by which Stock will be delivered or deemed to be delivered to Participants (including deferral of delivery of shares under a deferral arrangement).

(c) SARS. The Committee is authorized to grant SARs to Participants on the following terms and conditions:

(i) Right to Payment. An SAR shall confer on the Participant to whom it is granted a right to receive with respect to each share subject thereto, upon exercise thereof, the excess of (1) the Fair Market Value of one share of Stock on the date of exercise (or, if the Committee shall so determine in the case of any such right, the Fair Market Value of one share at any time during a specified period before or after the date of exercise, or the Change in Control Price as defined in Section 9(c)) over
(2) the grant price of the SAR as of the date of grant of the SAR, which shall be not less than the Fair Market Value of one share of Stock on the date of grant of such SAR (or, in the case of an SAR granted in tandem with an Option, shall be equal to the exercise price of the underlying Option).

(ii) Other Terms. The Committee shall determine, at the time of grant or thereafter, the time or times at which an SAR may be exercised in whole or in part, the method of exercise, method of settlement, form of consideration payable in settlement, method by which Stock will be delivered or deemed to be delivered to Participants, whether or not an SAR shall be in tandem with any other Award, and any other terms and conditions of any SAR. An SAR granted in tandem with an Option may be granted at the time of grant of the related Option or at any time thereafter.

(d) RESTRICTED STOCK. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:

(i) Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, or otherwise, as the Committee may determine. Except to the extent restricted under the Award Agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder including the right to vote Restricted Stock and the right to receive dividends thereon.

(ii) Forfeiture. Upon termination of employment (as determined by the Committee) during the applicable restriction period, Restricted Stock, and any accrued but unpaid dividends or Dividend Equivalents, that is or are then subject to a risk of forfeiture shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock and any accrued but unpaid dividends or Dividend Equivalents will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock and any accrued but unpaid dividends or Dividend Equivalents.

(iii) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, the Company shall retain physical possession of the certificate,

and the Company may require the Participant to deliver a stock power, endorsed in blank, relating to the Restricted Stock.

(iv) Dividends. Dividends paid on Restricted Stock shall be either paid at the dividend payment date in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends, or the payment of such dividends shall be deferred or the amount or value thereof automatically reinvested in additional Restricted Stock, Deferred Stock Units, other Awards, or other investment vehicles, as the Committee shall determine or permit the Participant to elect. Stock distributed in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

(e) DEFERRED STOCK UNITS. The Committee is authorized to grant Deferred Stock Units to Participants, subject to the following terms and conditions:

(i) Award and Restrictions. Delivery of Stock or cash, as the case may be, will occur upon expiration of the deferral period specified for Deferred Stock Units by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, Deferred Stock Units shall be subject to such restrictions as the Committee may impose, if any, at the date of grant or thereafter, which restrictions may lapse at the expiration of the deferral period or at earlier or later specified times, separately or in combination, in installments or otherwise, as the Committee may determine.

(ii) Forfeiture. Upon termination of employment (as determined by the Committee) during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Deferred Stock Units), or upon failure to satisfy any other conditions precedent to the delivery of Stock or cash to which such Deferred Stock Units relate, all Deferred Stock Units, and any accrued but unpaid Dividend Equivalents, that are at that time subject to a risk of forfeiture shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Deferred Stock Units and any accrued but unpaid Dividend Equivalents will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Deferred Stock Units and any accrued but unpaid Dividend Equivalents.

(f) STOCK BONUSES AND STOCK AWARDS IN LIEU OF CASH AWARDS. The Committee is authorized to grant Stock as a bonus, or to grant other Awards, in lieu of Company commitments to pay cash under other plans or compensatory arrangements. Stock or Awards granted hereunder shall have such other terms as shall be determined by the Committee.

(g) DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents to Participants. The Committee may provide, at the date of grant or thereafter, that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, or other investment vehicles as the Committee may specify.

(h) OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to Participants Other Stock-Based Awards that are deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the

terms and conditions of such Awards at the date of grant or thereafter. Stock or other securities or property delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, notes or other property, as the Committee shall determine, subject to any required corporate action.

(i) UNIT-BASED AWARDS. The Committee is authorized to grant to Participants Unit-Based Awards that are deemed by the Committee to be consistent with the purposes of the Plan. Such Awards may be paid or settled in cash, Stock, other Awards or property.

7. CERTAIN PROVISIONS APPLICABLE TO AWARDS.

(a) STAND-ALONE, ADDITIONAL, TANDEM AND SUBSTITUTE AWARDS. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in exchange or substitution for, any other Award granted under the Plan or any award granted under any other plan of the Company, any Subsidiary or Affiliate, or any business entity to be acquired by the Company or a Subsidiary or Affiliate, or any other right of a Participant to receive payment from the Company or any Subsidiary or Affiliate. Awards may be granted in addition to or in tandem with such other Awards or awards may be granted either as of the same time as or a different time from the grant of such other Awards or awards. The per share exercise price of any Option, grant price of any SAR, or purchase price of any other Award conferring a right to purchase Stock which is granted, in connection with the substitution of awards granted under any other plan of the Company or any Subsidiary or Affiliate or any business entity to be acquired by the Company or any Subsidiary or Affiliate, shall be determined by the Committee, in its discretion, and may, to the extent the Committee determines necessary in order to preserve the value of such other award, be less than the Fair Market Value of a share on the date of grant of such substitute Award.

(b) TERMS OF AWARDS. The term of each Award shall be for such period as may be determined by the Committee.

(c) FORM OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Stock, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The Committee may make rules relating to installment or deferred payments with respect to Awards, including the rate of interest to be credited with respect to such payments.

(d) BUYOUTS. The Committee may at any time offer to buy out any outstanding Award for a payment in cash, Stock, other Awards (subject to Section
7(a)), or other property based on such terms and conditions as the Committee shall determine.

(e) CANCELLATION AND RESCISSION OF AWARDS. The Committee may provide in any Award Agreement that, in the event a Participant violates a term of the Award Agreement or other agreement with or policy of the Company or a Subsidiary or Affiliate, takes or omits to take actions that are deemed to be in competition with the Company or its Subsidiaries or Affiliates, an unauthorized solicitation of customers, suppliers, or employees of the Company or its Subsidiaries or Affiliates, or an unauthorized disclosure or misuse of proprietary or confidential information of the Company or its Subsidiaries or Affiliates, or takes or omits to take any other

action as may be specified in the Award Agreement, the Participant shall be subject to forfeiture of such Award or portion, if any, of the Award as may then remain outstanding and also to forfeiture of any amounts of cash, Stock, other Awards, or other property received by the Participant upon exercise or settlement of such Award or in connection with such Award during such period (as the Committee may provide in the Award Agreement) prior to the occurrence which gives rise to the forfeiture.

(f) AWARDS TO PARTICIPANTS OUTSIDE THE UNITED STATES. The Committee may modify the terms of any Award under the Plan granted to a Participant who is, at the time of grant or during the term of the Award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant's residence or employment abroad, shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. An Award may be modified under this Section 7(f) in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation.

8. PERFORMANCE AWARDS. The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions. Achievement of performance goals in respect of such Performance Awards shall be measured over a performance period specified by the Committee. Settlement of such Performance Awards shall be in cash, Stock, other Awards, or other property, in the discretion of the Committee. The Committee shall specify the circumstances in which such Performance Awards shall be forfeited in the event of termination of employment by the Participant prior to the end of a performance period or settlement of Performance Awards, and other terms relating to such Performance Awards in accordance with Section 6 and this
Section 8.

9. CHANGE IN CONTROL PROVISIONS.

(a) ACCELERATION UPON CHANGE IN CONTROL. Except as provided in Section 9(e) or in an Award Agreement, in the event of a "Change in Control," as defined in this Section:

(i) any Award carrying a right to exercise that was not previously exercisable and vested shall become fully exercisable and vested; and

(ii) the restrictions, deferral limitations, and forfeiture conditions applicable to any other Award granted under the Plan shall lapse, such Awards shall be deemed fully vested, any performance conditions imposed with respect to Awards shall be deemed to be fully achieved, and payment of such Awards shall be made in accordance with the terms of the Award Agreements.

(b) "CHANGE IN CONTROL" DEFINED. For purposes of the Plan, a "Change in Control" shall have occurred if:

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

(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this Section 9(b)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors 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;

(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company 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 securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquired 50% or more of the combined voting power of the Company's then outstanding securities; or

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

(c) "CHANGE IN CONTROL PRICE" DEFINED. For purposes of the Plan, "Change in Control Price" means the higher of (i) the highest price per share paid in any transaction constituting a Change in Control or (ii) the highest Fair Market Value per share at any time during the 60-day period preceding or following a Change in Control.

(d) ADDITIONAL PAYMENTS. If any payment attributable to any Award under the Plan or to any award under the Preexisting Plan and Share Resolutions (the "Payments") will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Company shall pay at the time specified below an additional amount (the "Gross-Up Payment") such that the net amount retained by a Participant after deduction of any Excise Tax on such Payments and any federal, state and local income and employment tax and Excise Tax upon the payment provided for by this Section, shall be equal to the Payments. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax,
(i) all payments or benefits received or to be received by a Participant in connection with a Change in Control of the Company or the Participant's termination of employment with the Company, a parent corporation thereof, a Subsidiary or Affiliate (pursuant to the Plan or any other plan, agreement or arrangement of the Company, its Subsidiaries or Affiliates) shall be treated as "parachute payments" within the meaning of

Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Participant such payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of
(1) the total amount of the Payments or (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i) above); and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Participant shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Participant's residence on the date such Gross-Up Payment is made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of the Gross-Up Payment, the Participant shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by the Participant if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined. Any Gross-Up Payment to be made to the Participant under this paragraph shall be payable within thirty (30) days of the date of the Change in Control.

(e) POOLING OF INTERESTS. Notwithstanding the provisions of this Section 9, in the event that consummation of a Change in Control is contingent on the ability to account for such Change in Control under "pooling of interests" accounting methodology, the provisions of Sections 9(a) and 9(d) hereof shall not be implemented to the extent such implementation would prevent the Change in Control transaction from being accounted for in such manner. In such event, the Committee may in its discretion take such action as it deems appropriate, without precluding the Change in Control transaction from being so accounted for, to enable holders of Awards to realize substantially similar economic results as would have been realized through application of Sections 9(a) and 9(d) hereof.

10. GENERAL PROVISIONS.

(a) COMPLIANCE WITH LEGAL AND EXCHANGE REQUIREMENTS. The Plan, the granting and exercising of Awards thereunder, and the other obligations of the Company under the Plan and any Award Agreement, shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company, in its discretion, may postpone the issuance or delivery of Stock under

any Award until completion of such stock exchange listing or registration or qualification of such Stock or other required action under any state, federal or foreign law, rule or regulation as the Company may consider appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Stock in compliance with applicable laws, rules and regulations.

(b) NONTRANSFERABILITY. Except as otherwise provided in this Section
10(b), Awards shall not be transferable by a Participant other than by will or the laws of descent and distribution or pursuant to a designation of a Beneficiary, and Awards shall be exercisable during the lifetime of a Participant only by such Participant or his guardian or legal representative. In addition, except as otherwise provided in this Section 10(b), no rights under the Plan may be pledged, mortgaged, hypothecated, or otherwise encumbered, or subject to the claims of creditors. The foregoing notwithstanding, the Committee may, in its sole discretion, provide that Awards (or rights or interests therein) shall be transferable, including permitting transfers, without consideration, to a Participant's immediate family members (i.e., spouse, children, grandchildren, or siblings, as well as the Participant), to trusts for the benefit of such immediate family members, and to partnerships in which such family members are the only parties, or other transfers deemed by the Committee to be not inconsistent with the purposes of the Plan.

(c) NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any action taken thereunder shall be construed as giving any employee the right to be retained in the employ of the Company or any of its Subsidiaries or Affiliates, nor shall it interfere in any way with the right of the Company or any of its Subsidiaries or Affiliates to terminate any employee's employment at any time.

(d) TAXES. The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any payroll or other payment to a Participant, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant's tax obligations. Other provisions of the Plan notwithstanding, only the minimum amount of Stock deliverable in connection with an Award necessary to satisfy statutory withholding requirements will be withheld.

(e) CHANGES TO THE PLAN AND AWARDS. The Board may amend, alter, suspend, discontinue, or terminate the Plan or the Committee's authority to grant Awards under the Plan; provided, however, that, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially adversely affect the rights of such Participant under any Award theretofore granted to him or her. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate any Award theretofore granted and any Award Agreement relating thereto; provided, however, that, without the consent of an affected Participant, no such amendment, alteration, suspension, discontinuation, or termination of any Award may materially adversely affect the rights of such Participant under such Award. Following the occurrence of a Change in Control, the Board may not terminate this Plan or amend this Plan with respect to Awards that have already been granted in any manner adverse to employees.

(f) NO RIGHTS TO AWARDS; NO STOCKHOLDER RIGHTS. No Participant or employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants and employees. No Award shall confer on any Participant any of the rights of a stockholder of the Company unless and until Stock is duly issued or transferred to the Participant in accordance with the terms of the Award.

(g) UNFUNDED STATUS OF AWARDS AND TRUSTS. The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company's obligations under the Plan to deliver cash, Stock, other Awards, or other property pursuant to any Award, which trusts or other arrangements shall be consistent with the "unfunded" status of the Plan unless the Committee otherwise determines. If and to the extent authorized by the Committee, the Company may deposit into such a trust Stock or other assets for delivery to the Participant in satisfaction of the Company's obligations under any Award. If so provided by the Committee, upon such a deposit of Stock or other assets for the benefit of a Participant, there shall be substituted for the rights of the Participant to receive delivery of Stock and other payments under this Plan a right to receive the assets of the trust (to the extent that the deposited Stock or other assets represented the full amount of the Company's obligation under the Award at the date of deposit). The trustee of the trust may be authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify and in accordance with applicable law.

(h) NONEXCLUSIVITY OF THE PLAN. The adoption of the Plan by the Board shall not be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including the granting of stock options and other awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

(i) NO FRACTIONAL SHARES. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(j) GOVERNING LAW. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award Agreement shall be determined in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of laws, and applicable federal law.

(k) EFFECTIVE DATE. The Plan shall become effective upon approval by the Board of Directors (the "Effective Date").

(l) TITLES AND HEADINGS; CERTAIN TERMS. The titles and headings of the sections in the Plan are for convenience of reference only. In the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. The term "including," when used in the Plan, means in each case "including without limitation."

Exhibit 10.22

MARSH & MCLENNAN AFFILIATED FUND, L.P.

(a Cayman Islands Exempted Limited Partnership)

AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT

October 12, 1999

                                TABLE OF CONTENTS

 SECTION                                                                    PAGE

ARTICLE I           ORGANIZATION, ETC..........................................1
   1.1      Amendment and Restatement of the Initial Agreement.................1
   1.2      Name and Offices...................................................2
   1.3      Purposes...........................................................2
   1.4      Term...............................................................2
   1.5      Fiscal Year........................................................3
   1.6      Partnership Powers.................................................3
   1.7      Expenses...........................................................4

ARTICLE II        THE GENERAL PARTNER..........................................4
   2.1      Management.........................................................4
   2.2      Limitations on the General Partner.................................5
   2.3      Reliance by Third Parties..........................................5
   2.4      Liability of the General Partner and Other Covered Persons.........5
   2.5      Transfer or Withdrawal by the General Partner......................6
   2.6      Conflicts of Interest. (a)  Potential Conflicts of Interest........7

ARTICLE III       THE LIMITED PARTNERS.........................................7
   3.1      No Participation in Management, etc................................7
   3.2      Limitation of Liability............................................8
   3.3      No Priority, etc...................................................8

ARTICLE IV        INVESTMENTS..................................................8
   4.1      Trident Investment.................................................8
   4.2      Temporary Investments..............................................8

ARTICLE V         CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS...................9
   5.1      Capital Contributions and Capital Commitments of the Partners......9
   5.2      Defaulting Limited Partner........................................10
   5.3      Excused Investments...............................................11

ARTICLE VI        CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS; WITHHOLDING...11
   6.1      Capital Accounts..................................................11
   6.2      Adjustments to Capital Accounts...................................11
   6.3      Distributions of Distributable Cash...............................12
   6.4      Distributions of Securities.......................................12
   6.5      Negative Capital Accounts.........................................13
   6.6      No Withdrawal of Capital..........................................13

                                        i

   6.7      Allocations.......................................................13
   6.8      Tax Matters.......................................................13
   6.9      Withholding Taxes.................................................14

ARTICLE VII       BANKING; CUSTODY OF SECURITIES; BOOKS AND RECORDS...........15
   7.1      Banking; Custody of Securities....................................15
   7.2      Maintenance of Books and Records; Accounts and
            Accounting Method.................................................15
   7.3      Partnership Tax Returns...........................................16

ARTICLE VIII        REPORTS TO PARTNERS.......................................16
   8.1      Independent Auditors..............................................16
   8.2      United States Federal Income Tax Information......................16
   8.3      Reports to Partners...............................................16

ARTICLE IX        INDEMNIFICATION.............................................16
   9.1      Indemnification of General Partner, etc...........................16
   9.2      Expenses, etc.....................................................18
   9.3      Notices of Claims, etc............................................18
   9.4      No Waiver.........................................................19
   9.5      Indemnification of Covered Persons, etc...........................19
   9.6      Return of Distributions...........................................19

ARTICLE X         TRANSFER OF LIMITED PARTNER INTERESTS;
                  WITHDRAWAL OF LIMITED PARTNERS..............................19
   10.1     Admission, Substitution and Withdrawal of Limited Partners;
            Transfer; Transfer in the Event of Death, Incapacity, etc.........19
   10.2     Additional Limited Partners.......................................22

ARTICLE XI        BANKRUPTCY, DISSOLUTION, ETC. OF PARTNERS...................25
   11.1     Bankruptcy or Dissolution of the General Partner..................25
   11.2     Bankruptcy, Dissolution or Withdrawal of a Limited Partner........26

ARTICLE XII       DISSOLUTION AND TERMINATION OF PARTNERSHIP..................26
   12.1     Dissolution Events................................................26
   12.2     Distribution Upon Dissolution.....................................27
   12.3     Distributions in Cash or in Kind..................................27
   12.4     Time for Liquidation, etc.........................................28
   12.5     General Partner Not Liable for Return of Capital Contributions....28
   12.6     Reorganization of the Partnership.................................28

ARTICLE XIII      DEFINITIONS.................................................30
   13.1     Definitions.......................................................30

                                       ii

ARTICLE XIV       AMENDMENTS; POWER OF ATTORNEY...............................36
   14.1     Amendments........................................................36
   14.2     Power of Attorney.................................................37
   14.3     Further Actions of the General Partner............................39
   14.4     Further Actions of the Limited Partners...........................39

ARTICLE XV        MISCELLANEOUS...............................................39
   15.1     Notices...........................................................39
   15.2     Counterparts......................................................40
   15.3     Table of Contents and Headings....................................40
   15.4     Successors and Assigns............................................40
   15.5     Severability......................................................40
   15.6     Non-Waiver........................................................40
   15.7     Applicable Law (Submission to Jurisdiction).......................40
   15.8     Confidentiality...................................................41
   15.9     Survival of Certain Provisions....................................41
   15.10    Waiver of Partition...............................................41
   15.11    Currency..........................................................41
   15.12    Entire Agreement..................................................42

This Amended and Restated Limited Partnership Agreement (as from time to time amended, supplemented or restated, this "AGREEMENT") of MARSH & McLENNAN AFFILIATED FUND, L.P., a Cayman Islands exempted limited partnership (the "PARTNERSHIP"), is made and entered into on October 12, 1999 for the purpose of amending and restating the Limited Partnership Agreement of the Partnership, dated July 30, 1999 (the "INITIAL AGREEMENT"). Certain capitalized terms used herein without definition have the meanings specified in Section 14.1.

ARTICLE I

ORGANIZATION, ETC.

1.1 AMENDMENT AND RESTATEMENT OF THE INITIAL AGREEMENT. (a) GENERAL. The General Partner, the Initial Limited Partner, and the Persons listed in the Partner Register as limited partners of the Partnership (in their capacities as limited partners of the Partnership, the "LIMITED PARTNERS", and the General Partner and the Limited Partners being herein referred to collectively as the "PARTNERS", both such terms to include any Person hereafter admitted to the Partnership as a Limited Partner or a General Partner, as the case may be, in accordance with the terms hereof, and to exclude any Person that ceases to be a Partner in accordance with the terms hereof), hereby amend the Initial Agreement in its entirety by deleting it and replacing it with this Agreement. Immediately following the admission of the first Limited Partner on the date hereof, the Initial Limited Partner shall cease to be a partner of the Partnership and shall have his original capital contribution returned to him and shall have no further rights or claims against, or obligations as a partner of, the Partnership. The parties hereto hereby agree to continue the Partnership as a limited partnership 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. A Person shall be admitted at the Initial Closing as a limited partner of the Partnership at the time that (A) this Agreement and a Subscription Agreement are executed by or on behalf of such Person and (B) such Person is listed by the General Partner as a limited partner of the Partnership on the Partner Register.

(b) REGISTER. The General Partner shall cause to be maintained in the registered and principal offices of the Partnership a register of limited partnership interests of the Partnership setting forth the name, mailing address, and Capital Commitment of each Partner along with such other information as required by Section 11(1) of the Partnership Law (the "PARTNER REGISTER"). The Partner Register shall from time to time be updated as necessary and in accordance with the Partnership Law to maintain the accuracy of the information contained therein. Any reference in this Agreement to the Partner Register shall be deemed to be a reference to the Partner Register as in effect from time to time. Subject to the terms of this Agreement, the

General Partner may authorize any action permitted hereunder in respect of the Partner Register without any need to obtain the consent of any other Partner.

1.2 NAME AND OFFICES. The name of the Partnership is Marsh & McLennan Affiliated Fund, L.P. The Partnership shall have its registered office in the Cayman Islands at the offices of Maples and Calder, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies, at which shall be kept the records required to be maintained under the Partnership Law, at which the service of process on the Partnership may be made and to which all notices and communications may be addressed. The General Partner may designate from time to time another office in the Cayman Islands as the Partnership's registered office. The Partnership shall have its initial principal office for its investment activities at 20 Horseneck Lane, Greenwich, Connecticut 06830, United States of America. The General Partner may designate from time to time another office within or without the United States as the Partnership's principal office for its investment activities. The Partnership may from time to time have such other office or offices within or without the Cayman Islands as may be designated by the General Partner.

1.3 PURPOSES. The purpose of the Partnership is to invest in Securities including, but not limited to, investing as a limited partner in Trident II, L.P., a Cayman Islands exempted limited partnership ("TRIDENT II"), in accordance with and subject to the provisions of this Agreement, and to engage in such activities as the General Partner deems necessary, advisable, convenient or incidental to the foregoing, to engage in any business which may lawfully be conducted by a limited partnership formed pursuant to the Partnership Law and to carry on any business relating thereto or arising therefrom, including anything incidental, ancillary or necessary to the foregoing, PROVIDED that the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of the activities of the Partnership exterior to the Cayman Islands.

1.4 TERM. The term of the Partnership commenced on the date set forth in the statement (as it may be amended from time to time, the "STATEMENT") effecting its registration as an exempted limited partnership pursuant to
Section 9 of the Partnership Law and shall continue, unless the Partnership is sooner dissolved, until the fifteenth anniversary of the final Closing, PROVIDED that, unless the Partnership is sooner dissolved, the term of the Partnership may be extended by the General Partner for up to three successive periods of one year each, and PROVIDED FURTHER that the Partnership shall continue after the last calendar day of the Term solely for purposes of Section 9.1(b) (such term, as so extended if extended, being referred to as the "TERM"). Notwithstanding the expiration of the Term, the Partnership shall continue until notice of dissolution of the Partnership is filed in accordance with Section 12.5 and in the manner provided for in the Partnership Law.

1.5 FISCAL YEAR. The Fiscal Year of the Partnership 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 partnership accounting purposes.

1.6 PARTNERSHIP POWERS. In furtherance of the purposes specified in
Section 1.3 and without limiting the generality of Section 2.1, the Partnership and the General Partner, acting in accordance with the terms of this Agreement on behalf of the Partnership or on its own behalf and in its own name, as appropriate, shall be empowered to do or cause to be done any and all acts deemed by the General Partner, in its sole judgment, to be necessary, advisable, appropriate, proper, convenient or incidental to or in furtherance of the purposes of the Partnership, including without limitation the power and authority:

(a) to acquire, hold, manage, own and Transfer the Partnership's interests in Securities or any other investments made or other assets held by the Partnership;

(b) to establish, 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;

(c) to open, maintain and close bank and brokerage (including, without limitation, margin) accounts, to draw checks or other orders for the payment of moneys, to exchange U.S. dollars held by the Partnership into non-U.S. currencies and vice versa, to enter into currency forward and futures contracts and to hedge investments, and to invest such funds as are temporarily not otherwise required for Partnership purposes in Temporary Investments;

(d) to bring, defend, settle and dispose of Proceedings at law or in equity or before any Governmental Authority;

(e) to retain and remove consultants, custodians, attorneys, placement agents, accountants, actuaries and such other agents and employees as it may deem necessary or advisable, and to authorize each such agent and employee to act for and on behalf of the Partnership;

(f) to execute, deliver and perform its obligations under the Subscription Agreements and any agreements to induce any Person to purchase limited partner interests in the Partnership, without any further act, approval or vote of any Partner;

(g) to execute, deliver and perform its obligations under contracts and agreements of every kind necessary or incidental to the offer and sale of limited partner interests in the Partnership, to the acquisition, holding and Transfer of Securities, or otherwise to the accomplishment of the Partnership's purposes, and to take or omit to take such other action in connection with such offer and sale, with such acquisition,

holding or Transfer, or with the business of the Partnership, as may be necessary, desirable or convenient to further the purposes of the Partnership;

(h) to make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may, in the sole judgment of the General Partner, be necessary, appropriate, desirable or convenient for the acquisition, holding or Transfer of Securities for the Partnership;

(i) to borrow money and to issue guarantees; and

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

1.7 EXPENSES. (a) All Partnership Expenses and Organizational Expenses shall be paid by the Partnership.

(b) The Partnership shall not pay a management fee or a carried interest to (I) the General Partner, (II) the manager, general partner or any Affiliate of Trident II, or (III) any of the respective officers, directors or employees of the Persons specified in clause (ii) and clause (iii).

ARTICLE II

THE GENERAL PARTNER

2.1 MANAGEMENT. The management, control and operation of and the determination of policy with respect to the Partnership and its affairs shall be vested exclusively in the General Partner (acting directly or through its duly appointed agents), which is hereby authorized and empowered on behalf and in the name of the Partnership, subject to Section 2.2 and the other terms of this Agreement, to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable, convenient or incidental thereto. The General Partner may exercise on behalf of the Partnership all of the powers set forth in Section 1.6. The management and the conduct of the activities of the Partnership shall be the sole responsibility of the General Partner and all decisions relating to the selection and disposition of the Partnership's investments shall be made exclusively by the General Partner in accordance with this Agreement. The General Partner is hereby authorized to appoint a successor general partner of the Partnership.

2.2 LIMITATIONS ON THE GENERAL PARTNER. The General Partner shall not:

(a) do any act in contravention of any applicable law or regulation, or any provision of this Agreement or of the Statement;

(b) possess Partnership property for other than a Partnership purpose;

(c) admit any Person as a general partner of the Partnership except as permitted in this Agreement and the Partnership Law;

(d) admit any Person as a Limited Partner except as permitted in this Agreement and the Partnership Law;

(e) Transfer its interest in the Partnership other than as permitted in this Agreement and the Partnership Law; or

(f) permit the registration or listing of interests in the Partnership on an "established securities market", as such term is used in section 1.7704-1 of the Treasury Regulations.

2.3 RELIANCE BY THIRD PARTIES. In dealing with the General Partner and its duly appointed agents, no Person shall be required to inquire as to the General Partner's or any such agent's authority to bind the Partnership.

2.4 LIABILITY OF THE GENERAL PARTNER AND OTHER COVERED PERSONS. (a) GENERAL. Except as provided in the Partnership Law and, as applicable, this Agreement, the General Partner has the powers, duties, responsibilities and liabilities of a partner in a partnership without limited partners (I) to the Partnership and the other Partners, and (II) to Persons other than the Partnership and the other Partners. 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. No Partner shall be liable to the Partnership or any Partner for any action taken by any other Partner. To the extent that, at law or in equity, a Covered Person has duties and liabilities to the Partnership or to the Partners, such Covered Person acting under this Agreement or otherwise shall not be liable to the Partnership or any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expressly restrict, replace or modify the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to restrict, replace or modify such other duties and liabilities of such Covered Person. Except as otherwise expressly provided in this Agreement, the General Partner shall not be liable for the return of all or any portion of the Limited Partner's Capital Accounts or Capital Contributions.

(b) RELIANCE. A Covered Person (I) shall incur no liability in acting upon any signature or writing believed by it to be genuine, (II) 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 (III) 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, actuaries, auditors and other skilled Persons of its choosing, and shall not be liable for anything done, suffered or omitted in good faith 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 officers of such Covered Person. Except as otherwise provided in this Section 2.4, 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) DISCRETION. Whenever in this Agreement the General Partner is permitted or required to make a decision (I) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude, the General Partner shall be entitled to consider only such interests and factors as it desires, including, without limitation, its own interests, or (II) in its "good faith" or under another expressed standard, the General Partner 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 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 specifically provided for in this Agreement or the Partnership Law, or with respect to the interpretation of this Agreement, the General Partner is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in good faith, and its determination and interpretation so made shall be final and binding on all parties.

2.5 TRANSFER OR WITHDRAWAL BY THE GENERAL PARTNER. To the extent permitted by law,

(a) the General Partner may at its election convert to a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction, or

(b) the General Partner may Transfer its interest as the general partner of the Partnership to, or be merged with and into, a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction for the purpose of serving as the general partner of the Partnership,

but only if in any such case such conversion, Transfer or merger will not result in a Material Adverse Effect on the Partnership or the Limited Partners (in their capacities as limited partners of the Partnership). Upon any such conversion to such a limited partnership, limited liability company or other entity, or any such Transfer by or merger of the General Partner to or with such a limited partnership, limited liability company or other entity, such limited partnership, limited liability company or other entity shall be deemed to be the same Person as the General Partner for all purposes of this Agreement. All Subscription Agreements applicable to the Partnership that are in effect at the time of any such conversion, Transfer or merger shall thereafter continue in full force and effect.

2.6 CONFLICTS OF INTEREST. (a) POTENTIAL CONFLICTS OF INTEREST. While the General Partner intends to avoid situations involving conflicts of interest, each Limited Partner acknowledges that there may be situations in which the interests of the Partnership may conflict with the interests of the General Partner or an Affiliate thereof. Each Limited Partner agrees that the activities of the General Partner and any Affiliates thereof not prohibited by this Agreement may be engaged in by the General Partner or any such Affiliate, as the case may be, and will not, in any case or in the aggregate, be deemed a breach of this Agreement or any duty owed by any such Person to the Partnership or to any Partner.

(b) ACTUAL CONFLICTS OF INTEREST. On any issue involving actual conflicts of interest not provided for elsewhere in this Agreement, the General Partner will be guided by its good faith judgment as to the best interests of the Partnership and shall take such actions as are determined by the General Partner to be necessary or appropriate to ameliorate any such conflict of interest. If the General Partner takes such good faith action in respect of a matter giving rise to a conflict of interest, neither the General Partner nor any of its Affiliates shall have any liability to the Partnership or any Limited Partner for actions in respect of such matter taken in good faith by them in the pursuit of their own respective interests.

ARTICLE III

THE LIMITED PARTNERS

3.1 NO PARTICIPATION IN MANAGEMENT, ETC. No Limited Partner, in its capacity as a limited partner of the Partnership, shall take part in the management or control of the Partnership's affairs, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. No Limited Partner shall have the right to vote for the election, removal or replacement of the General Partner. No provision of this Agreement shall obligate any Limited Partner to refer investments to the Partnership or restrict any investments that a Limited Partner may make.

3.2 LIMITATION OF LIABILITY. Except as may otherwise be provided by the Partnership Law or expressly provided for herein, the liability of each Limited Partner is limited to its Capital Commitment.

3.3 NO PRIORITY, ETC. No Limited Partner shall have priority over any other Limited Partner either as to the return of the amount of its Capital Contribution or, other than as provided in Article VI, as to any allocation of any item of income, gain, loss, deduction or credit.

ARTICLE IV

INVESTMENTS

4.1 TRIDENT INVESTMENT. (a) GENERAL. The Partnership shall acquire a limited partner interest in Trident II (the "TRIDENT INVESTMENT"), with a capital commitment to Trident II corresponding to the aggregate Capital Commitments of the Partners in the Partnership , less the estimated Organizational Expenses and Partnership Expenses of the Partnership. Whenever the Partnership is entitled to make any election, or give or withhold any vote or consent, with respect to its interest in Trident II, the General Partner shall act (or refrain from acting) in its good faith judgment as to the best interests of the Partnership and the Limited Partners.

(b) REINVESTMENT AND REDEPLOYMENT OF CAPITAL. Proceeds from distributions received by the Partnership from Trident II and proceeds from the disposition of Temporary Investments, in each case that would otherwise be required to be distributed to the Partners, other than amounts distributed in the discretion of the General Partner to enable Partners to discharge their respective income tax liabilities with respect to such proceeds, may, in the discretion of the General Partner, be distributed to the Partners or be retained by the Partnership and used to make capital contributions to Trident II or for Temporary Investments, PROVIDED, that such amounts shall be treated for all purposes under this Agreement as if they were distributed to the Partners pursuant to Section 6.3, on the date such proceeds were realized by the Partnership, and thereafter drawn down as Capital Contributions pursuant to
Section 5.1, and PROVIDED FURTHER that such deemed distributions and drawdowns shall take into account the operation, where applicable, of Section 5.3. In addition, in the event that the remaining capital commitment of the Partnership to Trident II is increased pursuant to the Trident II Partnership Agreement, the General Partner shall increase, PRO RATA on the basis of Capital Commitments, the Remaining Capital Commitment of each Partner.

4.2 TEMPORARY INVESTMENTS. The General Partner shall use commercially reasonable efforts to cause the Partnership to invest funds held by the Partnership in Temporary Investments pending contribution to Trident II pursuant to the terms of the Trident II Partnership Agreement or pending distribution.

ARTICLE V

CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS

5.1 CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS OF THE PARTNERS.

(a) CAPITAL CONTRIBUTIONS. Subject to Section 5.3 and Section 9.1(b), and except as may otherwise be provided herein, each Partner shall make Capital Contributions to the Partnership in cash or other immediately available funds in the aggregate amount of the Capital Commitment set forth opposite its name in the Partner Register.

(b) DRAWDOWNS. The Capital Contributions of the General Partner and each Limited Partner, the amount of which is determined pursuant to the terms of
Section 5.1(b)(iii), shall be paid in separate Drawdowns, subject to the following terms and conditions:

(i) The General Partner shall provide each Partner with a notice (the "DRAWDOWN NOTICE") at least 10 days prior to the date of Drawdown. Each Drawdown shall be in connection with the obligations of the Partnership in connection with the Trident Investment or shall be applied to provide for Partnership Expenses or Organizational Expenses.

(ii) If the Partnership receives notice from Trident II that the actual capital contribution to be paid by the Partnership has changed prior to the making of the investment or payment for which it was called (including, without limitation, for example, due to a default by, or the operation of section 5.4 of the Trident II Partnership Agreement in respect of, another partner of Trident II), or if the actual Capital Contribution to be paid by a Limited Partner has changed prior to the making of the investment or payment for which it was called (including, without limitation, for example, due to a Default by, or the operation of
Section 5.3 in respect of, another Partner), the General Partner will give prompt notice to the Partners, and each Partner shall pay any additional Capital Contribution thereby required by the date and in the amounts specified in such notice, PROVIDED that such payment date shall be at least five Business Days after the date of such notice.

(iii) Each Partner shall pay to the Partnership the Capital Contribution of such Partner determined in accordance with the provisions of the following sentence and specified in the Drawdown Notice (as the same may be revised), by wire transfer in immediately available funds by the date of Drawdown specified in the Drawdown Notice. Except as otherwise provided herein, the required Capital Contribution of each Partner shall be equal to the lesser of (A) such Partner's Remaining Capital Commitment and (B) if such Capital Contribution is (1) in respect of participation through the Partnership in a portfolio investment or bridge

financing of Trident II, or in respect of a Partnership Expense which the General Partner determines to be attributable to a particular portfolio investment or bridge financing of Trident II, such Partner's PRO RATA share (based on the Remaining Capital Commitments of all the Partners other than Limited Partners excused from making such a Capital Contribution pursuant to Section 5.3) of the aggregate amount required for the Partnership to so participate in such investment of Trident II or pay such attributable Partnership Expense, and (2) in respect of a Partnership Expense (other than a Partnership Expense described in clause
(1)) or Organizational Expense, such Partner's PRO RATA share (based on the Capital Commitments of all the Partners) of the aggregate amount required for the Partnership to pay such Partnership Expense or Organizational Expense.

(c) CREDITORS. The provisions of this Section 5.1 are intended solely to benefit the Partners 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 or to cause the General Partner to deliver to any Partner a Drawdown Notice.

5.2 DEFAULTING LIMITED PARTNER. (a) DEFAULT GENERALLY. If any Limited Partner fails to contribute, in a timely manner, any portion of the Capital Commitment required to be contributed by such Limited Partner hereunder or pursuant to such Limited Partner's Subscription Agreement, and any such failure continues for five Business Days after receipt of written notice thereof from the General Partner (a "DEFAULT"), then such Limited Partner may be designated by the General Partner as in default (a "DEFAULTING LIMITED PARTNER") and shall thereafter be subject to the provisions of this Section 5.2. The General Partner may choose not to designate any Limited Partner as a Defaulting Limited Partner and may agree to waive or permit the cure of any default by a Limited Partner, subject to such conditions as the General Partner and the Defaulting Limited Partner may agree upon. In the event that a Limited Partner becomes a Defaulting Limited Partner, (I) such Defaulting Limited Partner's Remaining Capital Commitment (the "DEFAULTED CAPITAL COMMITMENTS") shall be deemed to be zero,
(II) the Non-Defaulting Limited Partners shall have an option, exercisable within 30 days following the date of the notice referred to in the first sentence of this Section 5.2(a), to assume the Defaulted Capital Commitments, if any, of such Defaulting Limited Partner, such Defaulted Capital Commitments to be assumed in proportions determined to be equitable in the sole discretion of the General Partner taking into account the relative Capital Commitments and amounts elected to be assumed by the Limited Partners exercising such option (the "EXERCISING PARTNERS"), (III) the General Partner shall assume any remaining Defaulted Capital Commitments that are not assumed by such Non-Defaulting Limited Partners pursuant to subsection (II) above, and (IV) such Limited Partner shall be entitled to receive only one-half of the distributions that it would have been entitled to receive had it not become a Defaulting Limited Partner, and the other one-half of such

distributions (the "FORFEITED DISTRIBUTIONS") shall be made in accordance with
Section 5.2(b). Notwithstanding any other provision of this Section 5.2(a), the obligations of any Defaulting Limited Partner to the Partnership hereunder shall not be extinguished as a result of the operation of this Section 5.2(a). In addition to the other remedies described in this Section 5.2, the General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the Default of a Defaulting Limited Partner.

(b) APPLICATION OF FORFEITED DISTRIBUTIONS, ETC. The Forfeited Distributions of a Defaulting Limited Partner pursuant to Section 5.2(a) shall be applied as follows when and as amounts become distributable: FIRST, to the Partnership in an amount equal to the Organizational Expenses and Partnership Expenses, as estimated in good faith by the General Partner, attributable to such Defaulting Limited Partner's Capital Commitment for the period from the date of Default through the end of the Term; and SECOND, to the Exercising Partners and the General Partner in accordance with the relative amounts of such Defaulting Limited Partner's Defaulted Capital Commitments assumed by each such Person pursuant to Section 5.2(a). The General Partner shall make such adjustments, including, without limitation, adjustments to the Capital Accounts of the Partners (including, without limitation, the Defaulting Limited Partner), as it determines to be appropriate to give effect to the provisions of this
Section 5.2.

(c) CONSENTS. Whenever the vote, consent or decision of a Limited Partner or of the Limited Partners is required or permitted pursuant to this Agreement or under the Partnership Law, a Defaulting Limited Partner shall not be entitled to participate in such vote or consent, or to make such decision, and such vote, consent or decision shall be tabulated or made as if such Defaulting Limited Partner were not a Limited Partner.

5.3 EXCUSED INVESTMENTS. The General Partner may, in its sole discretion, excuse, in whole or in part, any Limited Partner from participation through the Partnership in (including without limitation making a Capital Contribution with respect to) any investment of Trident II, if the General Partner has determined, in its sole discretion, that any such participation may constitute a conflict of interest for such Limited Partner, the Partnership or Trident II.

ARTICLE VI

CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS; WITHHOLDING

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

6.2 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 each item of the Partnership's income and gain for such Period (allocated in accordance with Section 6.7) and
(II) the Capital Contributions, if any, made by such Partner during such Period and (B) decreasing such balance by (I) the amount of cash or the Value of Securities or other property distributed or deemed distributed to such Partner pursuant to Article VI or XII and (II) such Partner's allocable share of each item of the Partnership's deduction or loss for such Period (allocated in accordance with Section 6.7). Each Partner's Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement.

6.3 DISTRIBUTIONS OF DISTRIBUTABLE CASH. (a) GENERALLY. Distributable Cash shall be distributed to the Partners in proportion to their Capital Contributions in respect of the underlying investment giving rise to such Distributable Cash, at such times and in such amounts as the General Partner deems appropriate in its sole discretion. Subject to Section 4.1(b), Distributable Cash attributable to the Trident Investment shall be distributed within 60 days after receipt by the Partnership or, if distribution within such 60-day period is not practicable, as soon as practicable thereafter.

(b) AVAILABLE ASSETS. Notwithstanding any other provision of this Agreement, distributions shall be made only to the extent of Available Assets and in compliance with the Partnership Law.

6.4 DISTRIBUTIONS OF SECURITIES. (a) IN GENERAL. The General Partner may distribute as distributions-in-kind Securities during the Term of the Partnership. In the event that a distribution of Securities is made, such Securities shall be deemed to have been sold at their Value, and the proceeds of such sale shall be deemed to have been distributed in the form of Distributable Cash to the Partners for all purposes of this Agreement. Except as otherwise provided herein, Securities distributed in kind shall be distributed in proportion to the aggregate amounts that would be distributed to each Partner pursuant to Section 6.3, such aggregate amounts to be estimated in the sole discretion of the General Partner.

(b) ELECTION TO RECEIVE CASH IN LIEU OF SECURITIES. In connection with any distribution of Securities, the General Partner may offer to each Partner the right to receive such distribution in the form of the proceeds of the disposition of the Securities that otherwise would have been distributed to such Partner, PROVIDED that any taxable income, gain, loss or deduction recognized by the Partnership in connection with the disposition of such Securities shall be allocated equitably pursuant to Section 6.8 among only those Partners electing to receive proceeds instead of Securities and such Partners will bear all of the expenses (including, without limitation, underwriting costs) of such disposition, and PROVIDED, FURTHER, that such Partners shall be treated for all other purposes of this Agreement as if such Securities had been distributed as contemplated by the second sentence of Section 6.4(a).

6.5 NEGATIVE CAPITAL ACCOUNTS. No Limited Partner shall, and except as otherwise required by law, the General Partner shall not, be required to make up a negative balance in its Capital Account.

6.6 NO WITHDRAWAL OF CAPITAL. Except as otherwise expressly provided herein, no Partner shall have the right to withdraw capital from the Partnership or to receive any distribution of or return on such Partner's Capital Contributions.

6.7 ALLOCATIONS. Each item of income, gain, loss and deduction of the Partnership (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Partners with respect to each Period as of the end of such Period in a manner that as closely as possible gives economic effect to the provisions of Articles VI and XII and the other relevant provisions of this Agreement.

6.8 TAX MATTERS. Except as otherwise provided herein, 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 Partner shall have the power in its sole discretion 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. Tax credits shall be allocated in good faith by the General Partner. All matters concerning allocations for United States federal, state and local and non-U.S. income tax purposes, including, without limitation, accounting procedures, not expressly provided for by the terms of this Agreement shall be determined in good faith by the General Partner. The General Partner may, in its sole discretion, cause the Partnership to make the election under section 754 of the Code. The General Partner 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 other state or local or non-U.S. tax laws). Each Partner hereby consents to such designation and agrees that upon the request of the General Partner it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Either the General Partner 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 the General Partner 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 the General Partner is hereby

authorized to execute and file such Form for all of the Partners. The General Partner shall not subsequently elect to change such classification. The 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. The Partnership shall not participate in the establishment of an "established securities market" (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a "secondary market or the substantial equivalent thereof" (within the meaning of section 1.7704-1(c) of the Treasury Regulations) or, in either case, the inclusion of interests in the Partnership thereon.

6.9 WITHHOLDING TAXES. (a) AUTHORITY TO WITHHOLD; TREATMENT OF WITHHELD TAX. 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 or any of its Affiliates (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 participation in the Partnership (including as a result of distribution in kind). 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 to have received a payment from the Partnership as of the time that such withholding or other tax is required to be paid, which payment shall be deemed to be a distribution of Distributable Cash pursuant to Section 6.3 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 cash distribution but for such withholding. To the extent that such deemed payment exceeds the cash distribution that such Partner would have received but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt 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.

(b) WITHHOLDING TAX RATE. Any withholdings referred to in this Section 6.9 shall be made at the maximum applicable statutory rate under the applicable tax law unless the General Partner shall have received an opinion of counsel or other evidence, satisfactory to the General Partner, to the effect that a lower rate is applicable, or that no withholding is applicable.

(c) WITHHOLDING FROM DISTRIBUTIONS TO THE PARTNERSHIP. In the event that the Partnership receives a distribution from or in respect of which tax has been withheld, the Partnership shall be deemed to have received cash in an amount equal to the amount of such withheld tax, and each Partner shall be deemed to have received as a distribution of Distributable Cash pursuant to
Section 6.3 the portion of such amount that is attributable

to such Partner's interest in the Partnership as equitably determined by the General Partner.

(d) INDEMNIFICATION. Each Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Partnership and the General Partner against all claims, liabilities and expenses of whatever nature relating to the Partnership's or the General Partner's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Partnership or the General Partner as a result of such Partner's participation in the Partnership. In addition, the Partnership shall, hereby or pursuant to a separate indemnification agreement and to the fullest extent permitted by applicable law, indemnify and hold harmless Trident II and any Covered Person who is or who is deemed to be the responsible withholding agent for United States federal, state or local or non-U.S. income tax purposes (other than any Covered Person that is indemnified by each Partner pursuant to the previous sentence) against all claims, liabilities and expenses of whatever nature relating to Trident II's or such Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by Trident II or such Covered Person, as the case may be, as a result of the participation in the Partnership of a Partner (other than such Covered Person). If, pursuant to a separate indemnification agreement or otherwise, the Partnership shall indemnify or be required to indemnify Trident II or a Covered Person against any claims, liabilities or expenses of whatever nature relating to Trident II's or such Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by Trident II or 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.

ARTICLE VII

BANKING; CUSTODY OF SECURITIES; BOOKS AND RECORDS

7.1 BANKING; CUSTODY OF SECURITIES. All funds of the Partnership may be deposited in such bank, brokerage or money market accounts as shall be established by the General Partner. Withdrawals from and checks drawn on any such account shall be made upon such signature or signatures as the General Partner may designate.

7.2 MAINTENANCE OF BOOKS AND RECORDS; ACCOUNTS AND ACCOUNTING METHOD. The General Partner shall keep or cause to be kept at the address of the General Partner (or at such other place as the General Partner shall determine) 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. Subject to Section 1.6, such books and records shall be available, upon five Business Days' notice to the General Partner, for inspection and copying at reasonable times during normal business hours by a Limited Partner or its duly authorized agents or representatives for any purpose

reasonably related to such Limited Partner's interest as a limited partner in the Partnership.

7.3 PARTNERSHIP TAX RETURNS. The General Partner shall cause the Partnership initially to elect the Fiscal Year as its taxable year and shall cause to be prepared and timely filed all tax returns required to be filed for the Partnership in the jurisdictions in which the Partnership conducts business or derives income for all applicable tax years.

ARTICLE VIII

REPORTS TO PARTNERS

8.1 INDEPENDENT AUDITORS. The books of account and records of the Partnership shall be audited as of the end of each Fiscal Year by such recognized accounting firm as shall be selected by the General Partner. The Partnership's independent public accountants shall be a recognized independent public accounting firm selected from time to time by the General Partner in its discretion.

8.2 UNITED STATES FEDERAL INCOME TAX INFORMATION. The General Partner shall use commercially reasonable efforts to prepare and mail within 90 days after the end of each Fiscal Year to each Limited Partner and to each other Person that was a Limited Partner during such Fiscal Year (or its legal representatives), United States Internal Revenue Service Schedule K-1 to United States Internal Revenue Service Form 1065, "U.S. Partnership Return of Income", "Partner's Share of Income, Credits, Deductions, Etc.", or any successor schedule or form, for such Person.

8.3 REPORTS TO PARTNERS. The Partnership shall provide to each Limited Partner on a timely basis, if such Limited Partner so requests in writing, all reports sent to the limited partners of Trident II pursuant to the Trident II Partnership Agreement. Except as otherwise provided in this Agreement or required by applicable law, the Partnership shall send to each Limited Partner only such other financial reports as the General Partner shall deem appropriate.

ARTICLE IX

INDEMNIFICATION

9.1 INDEMNIFICATION OF GENERAL PARTNER, ETC. (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 (including, but not limited to, Claims arising in connection with the Trident Investment), 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 9.1 and all expenses referred to in Section 9.2 are referred to as "DAMAGES"), except to the extent that it shall have been determined ultimately by a court of competent jurisdiction that such Damages arose primarily from such Disabling Conduct of such Covered Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that such Covered Person has engaged in Disabling Conduct or that any Damages relating to such settlement arose from the Disabling Conduct of any Covered Person. The provisions of this Section 9 shall survive the termination, dissolution and winding-up of the Partnership.

(b) CONTRIBUTION. Notwithstanding any other provision of this Agreement, at any time and from time to time prior to the third anniversary of the last day of the Term, the General Partner may require the Partners to contribute to the Partnership an amount sufficient to satisfy: (I) all or any portion of the indemnification obligations of the Partnership pursuant to
Section 9.1(a), whether such obligations arise before or after the last day of the Term or, with respect to any Partner, before or after such Partner's withdrawal from the Partnership; and (II) all or any portion of the obligations of the Partnership pursuant to section 10.1(b) of the Trident II Partnership Agreement, whether such obligations arise before or after the last day of the Term or, with respect to any Partner, before or after such Partner's withdrawal from the Partnership, PROVIDED, that each Partner shall make such contributions in respect of its share of any such indemnification obligations made or required to be made as follows:

(i) if the Claims or Damages indemnified against arise out of the participation through the Partnership in a portfolio investment or bridge financing of Trident II, by each Partner to which Distributable Cash was distributed in connection with such participation, in such amounts as shall result in each Partner retaining from such Distributable Cash the amount that would have been distributed to such Partner had the amount of Distributable Cash been, at the time of such distribution, reduced by the amount of such indemnification obligations, as equitably determined by the General Partner; and,

(ii) thereafter, or in any other circumstances, by the Partners in proportion to their Capital Commitments.

Any distributions returned pursuant to this Section 9.1(b) shall not be treated as Capital Contributions. Notwithstanding anything in this Article IX to the contrary, a Partner's liability under the first sentence of this Section 9.1(b) is limited to the sum of all distributions received by such Partner from the Partnership. Nothing in this Section 9.1(b), express or implied, is intended or shall be construed to give any Person other than the Partnership or the Partners any legal or equitable right, remedy or claim under or in respect of this
Section 9.1(b) or any provision contained herein.

9.2 EXPENSES, ETC. Expenses incurred by a Covered Person in defense or settlement of any Claim that may be subject to a right of indemnification hereunder may 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 by a court of competent jurisdiction 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. All judgments against the Partnership, and all judgments against the Partnership and the General Partner in respect of which the General Partner is entitled to indemnification, shall first be satisfied from Partnership assets (including, without limitation, Capital Contributions and any payments under Section 9.1(b)), before the General Partner is responsible therefor.

9.3 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 Article IX, 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 shall 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 of such Proceeding, the Partnership shall not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. The Partnership shall 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 of such Claim.

9.4 NO WAIVER. Nothing contained in this Article IX shall constitute a waiver by any Partner of any right that it may have against any party under Cayman Islands or United States federal or state laws or other non-U.S. laws.

9.5 INDEMNIFICATION OF COVERED PERSONS, ETC. The General Partner is hereby instructed to cause the Partnership to indemnify, hold harmless and release each Covered Person, and authorized to cause the Partnership to indemnify, hold harmless and release any other Person, in each case pursuant to a separate indemnification agreement and on such terms as it may in the absolute discretion of the General Partner deem appropriate. It is the express intention of the parties hereto that (A) the provisions of this Article IX for the indemnification of Covered Persons may be relied upon by such Covered Persons and may be enforced by such Covered Persons (or by the General Partner on behalf of any such Covered Person, PROVIDED that the General Partner shall not have any obligation to so act for or on behalf of any such Covered Person) against the Partnership and the Partners pursuant to this Agreement or to a separate indemnification agreement, as if such Covered Persons were parties hereto, and (B) notwithstanding the provisions of Section 15.7, the term "gross negligence" shall have the meaning given such term under the laws of the State of Delaware.

9.6 RETURN OF DISTRIBUTIONS. At any time and from time to time for a period of three years after the last day of the Term, each Person who was a Partner shall severally indemnify and hold harmless each Covered Person for such Partner's ratable share (as determined in the sole discretion of the General Partner pursuant to Section 9.1(b)) of Damages, on the same terms and to the same extent and with the same limitations as if such indemnity were given by the Partnership pursuant to Section 9.1(a) but without regard for Sections 9.1(b), 9.2 or 9.3. The aggregate amount of a Partner's obligations under this Section 9.6 shall not exceed the amount of distributions from the Partnership theretofore received by such Partner.

ARTICLE X

TRANSFER OF LIMITED PARTNER INTERESTS;
WITHDRAWAL OF LIMITED PARTNERS

10.1 ADMISSION, SUBSTITUTION AND WITHDRAWAL OF LIMITED PARTNERS; TRANSFER; TRANSFER IN THE EVENT OF DEATH, INCAPACITY, ETC. (a) GENERAL. Except as set forth in this Article X or in Article V, no Additional Limited Partners may be admitted to, and no Limited Partner may withdraw from, the Partnership prior to the dissolution and winding up of the Partnership. Except as set forth in this Article X, no Limited Partner shall sell, transfer, assign, convey, pledge, mortgage, encumber, hypothecate or otherwise dispose of ("Transfer") all or any part of its interest in the Partnership, provided that any Limited Partner may, with the prior written consent of the General Partner (which consent may be withheld in the sole and absolute discretion of the General Partner) and upon compliance

with Sections 10.1(b) and (c), Transfer all or a portion of such Limited Partner's interest in the Partnership.

(b) CONDITIONS TO TRANSFER. Any purported Transfer by a Limited Partner pursuant to the terms of this Article X shall, in addition to requiring the prior written consent referred to in Section 10.1(a), be subject to the satisfaction of the following conditions:

(i) the Limited Partner (or, in the event of a Transfer under
Section 10.1(e), such Limited Partner's estate or legal representative) that proposes to effect such Transfer (a "TRANSFEROR") or the Person to whom such Transfer is to be made (a "TRANSFEREE") shall pay or, in the sole discretion of the General Partner, undertake to pay, all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith;

(ii) the Partnership shall receive from the Transferee (and in the case of clause (C) below, from the Transferor to the extent specified by the General Partner) (A) such documents, instruments and - certificates as may be requested by the General Partner, pursuant to which such Transferee shall become bound by this Agreement, including, without limitation, a counterpart of this Agreement executed by or on behalf of such Transferee, (B) a certificate to the effect that the representations set forth in the - Subscription Agreement of such Transferee are (except as otherwise disclosed to the General Partner) true and correct with respect to such Transferee as of the date of such Transfer and (C) such other documents, opinions, instruments and certificates as the General Partner shall request;

(iii) such Transferor or Transferee shall, prior to making any such Transfer, deliver to the Partnership the opinion of counsel described in Section 10.1(c);

(iv) the General Partner shall be given at least 30 days' prior written notice of such desired Transfer;

(v) the Transferor and the Transferee shall each provide a certificate to the effect that (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers (including, without limitation, NASDAQ or a foreign equivalent thereto) and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of, (1) a Person, such as a broker or a dealer, making a

market in interests in the Partnership or (2) a Person who makes available to the public bid or offer quotes with respect to interests in the Partnership;

(vi) such Transfer will not be effected on or through an "established securities market" or a "secondary market or the substantial equivalent thereof", as such terms are used in section 1.7704-1 of the Treasury Regulations; and

(v) such Transfer would not result in the Partnership or Trident II at any time during its taxable year having more than 100 partners, respectively, 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).

The General Partner may waive any or all of the conditions set forth in this
Section 10.1(b) other than clause (vi) hereof if, in its sole discretion, it deems it in the best interest or not opposed to the interest of the Partnership to do so.

(c) OPINION OF COUNSEL. The opinion of counsel referred to in Section 10.1(b)(iii) shall be in form and substance satisfactory to the General Partner, shall be from counsel satisfactory to the General Partner and shall be substantially to the effect that (unless specified otherwise by the General Partner) the consummation of the Transfer contemplated by the opinion:

(i) will not require registration under, or violate any provisions of, the Securities Act or any applicable state or non-U.S. securities laws;

(ii) will not require the General Partner, the Partnership, or Trident II to register as an investment company under the Investment Company Act; and, as required by the General Partner, that the Transferee is a Person that counts as one beneficial owner for purposes of section 3(c)(1) of the Investment Company Act and a "qualified purchaser" as such term is defined in section 2(a)(51) of the Investment Company Act;

(iii) will not require the manager of Trident II, the General Partner, or any Affiliate of the manager of Trident II or the General Partner that is not registered under the Investment Advisers Act, or Trident II or the Partnership, to register as an investment adviser under the Investment Advisers Act;

(iv) will not cause the Partnership or Trident II to be taxable as a corporation under the Code; and

(v) will not violate the laws, rules or regulations of any state or any Governmental Authority applicable to such Transfer.

In giving such opinion, counsel may, with the consent of the General Partner, rely as to factual matters on certificates of the Transferor, the Transferee and the General Partner.

(d) SUBSTITUTE LIMITED PARTNERS. Notwithstanding any other provision of this Agreement, any Transferee of a Transferor's interest in the Partnership pursuant to the terms of this Article X shall be admitted to the Partnership as a substitute Limited Partner of the Partnership (a "SUBSTITUTE LIMITED PARTNER") to the extent permitted by applicable law, and only with the consent of the General Partner, which consent may be withheld in the sole and absolute discretion of the General Partner. Upon the admission of such Transferee as a Substitute Limited Partner, all references herein to such Transferor shall be deemed to apply to such Substitute Limited Partner, and such Substitute Limited Partner shall succeed to all rights and obligations of the Transferor hereunder. A Person shall be deemed admitted to the Partnership as a Substitute Limited Partner at the time that the foregoing conditions are satisfied and such Person is listed as a limited partner of the Partnership on the Partner Register. Any Transferee of an economic interest in the Partnership shall become a Substitute Limited Partner only upon satisfaction of the requirements set forth in this
Section 9.1.

(e) DEATH, INCAPACITY, ETC. Subject to Sections 10.1(a), 10.1(b) and 10.1(c), the estate or legal representative of a Limited Partner who is a natural person shall have the right to Transfer to a family member or to an estate planning entity, upon the death, incapacity, incompetency or bankruptcy of such Limited Partner, such Limited Partner's interest in the Partnership.

(f) TRANSFERS IN VIOLATION OF AGREEMENT NOT RECOGNIZED. No attempted Transfer or substitution shall be recognized by the Partnership and any purported Transfer or substitution shall be void unless effected in accordance with and as permitted by this Agreement.

10.2 ADDITIONAL LIMITED PARTNERS. (a) CONDITIONS TO ADMISSION. In addition to the admission of Limited Partners at the Initial Closing, the General Partner, in its sole discretion, may schedule one or more additional Closings on any date not later than the Outside Admission Date (except that such Outside Admission Date shall not apply in the case of a Substitute Limited Partner admitted as contemplated by Sections 5.2, 5.3 or 10.1(d)) for such Person or Persons seeking admission to the Partnership as an additional limited partner of the Partnership (an "ADDITIONAL LIMITED PARTNER", which term shall include any Person that is a Partner immediately prior to such additional Closing and that wishes to increase the amount of its Capital Commitment). In addition, each such additional Closing shall be subject to the determination by the General Partner in the exercise of its good faith judgment that in the case of each such admission or increase the following conditions have been satisfied:

(i) Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary, convenient, or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement containing representations and warranties by the Additional Limited Partner that are substantially the same as those made by Limited Partners and contained in the Subscription Agreements executed at the Initial Closing, (B) a counterpart of this Agreement, and (C) a Power of Attorney in substantially the form attached to the Subscription Agreement.

(ii) Such admission or such increase shall not result in a violation of any applicable law, including, without limitation, the Cayman Islands, the United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, neither the Partnership nor Trident II shall be required to register as an Investment Company under the Investment Company Act or any law of the Cayman Islands of similar import; neither the General Partner, nor the manager or general partner of Trident II, nor any Affiliate of any of the foregoing would be required to register as an investment adviser under the Investment Advisers Act or any law of the Cayman Islands of similar import; and neither the Partnership nor Trident II shall become taxable as a corporation or association.

(iii) On the date of its admission to the Partnership or the date of such increase, as the case may be, such Additional Limited Partner shall have paid or unconditionally agreed to pay to the Partnership, an amount equal to the sum of

(A) in the case of capital contributions already made by the Partnership to Trident II in connection with the Trident Investment (except as such Additional Limited Partner is excused under Section 5.3), the percentage of such Additional Limited Partner's Capital Commitment or (if the Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the - previously admitted Partners used to fund such capital contributions made by the Partnership to Trident II and (2) the denominator of which is the sum of the aggregate of (X) the Capital - - Commitments of the previously admitted Partners that made Capital Contributions used to fund such capital contributions made by the Partnership to Trident II and (Y) (without duplication) - the Capital Commitments of all Additional Limited Partners (adjusting for any excuses granted to such Additional Limited Partners under Section 5.3),

(B) the percentage of such Additional Limited Partner's Capital Commitment or (if such Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the - numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners in respect of all Drawdowns which have theretofore been funded and not returned to the Partners, other than Drawdowns made and used to fund capital contributions made by the Partnership to Trident II in connection with the Trident Investment and (2) the - denominator of which is the sum of the aggregate of (X) the Capital Commitments of all - previously admitted Partners and (Y) (without duplication) the Capital Commitments of all - Additional Limited Partners, and

(C) any additional amounts not covered by clauses (A) and (B) above payable by the Partnership to Trident II pursuant to
Section 11.2 of the Trident II Partnership Agreement arising as a result of any increase in the Partnership's capital commitment to Trident II attributable to such Additional Limited Partner's Capital Commitment or (if such Additional Limited Partner is increasing its Capital Commitment) to the increase of such Additional Limited Partner's Capital Commitment,

together with, in the case of clauses (A) and (B), an amount calculated as interest thereon at a rate per annum equal to the Prime Rate plus 200 basis points from the dates that contribution of such amounts by such Additional Limited Partner would have been due if such Additional Limited Partner had been admitted to the Partnership or had increased its Capital Commitment, as the case may be, on the date of the Initial Closing, to the date that the payment required to be made by such Additional Limited Partner pursuant to this Section 10.2(a)(iii) is made, which interest shall be treated as provided in Section 10.2(b), and less such amount as is necessary to take into account all distributions theretofore made.

A Person shall be deemed admitted to the Partnership as an Additional Limited Partner at the time that the foregoing conditions are satisfied and when such Person is listed as a limited partner of the Partnership, and the Capital Commitment made with respect to such Person is listed, on the Partner Register.

(b) CERTAIN PAYMENTS AND TRANSFERS. Any amount paid by an Additional Limited Partner pursuant to Section 10.2(a)(iii)(A) with respect to capital contributions already made by the Partnership to Trident II in connection with the Trident Investment (and any interest paid thereon) shall be remitted promptly to the previously admitted Partners, PRO RATA in accordance with their Capital Contributions used to fund such capital contributions made by the Partnership to Trident II (before giving effect to the

adjustments referred to in the following clause), and the amount of Capital Contributions deemed to have been made by each Partner to fund the Trident Investment shall be appropriately adjusted. Any amount paid by an Additional Limited Partner pursuant to Section 11.2(a)(iii)(B) (and any interest paid thereon) shall be remitted promptly to the previously admitted Partners, PRO RATA in accordance with their Capital Commitments. Such payments and remittances shall, in accordance with section 707(a) of the Code, be treated for all purposes of this Agreement and for all accounting and tax reporting purposes as payments made directly from the Additional Limited Partner to the previously admitted Partners and not as items of Partnership income, gain, loss, deduction, contribution or distribution. Such Additional Limited Partner shall succeed to the Capital Contributions of the previously admitted Partners attributable to the portion of the amount remitted to such previously admitted Partners pursuant to Section 10.2(a)(iii) (not including any amount calculated as interest thereon), as appropriate, and the Capital Contributions of the previously admitted Partners shall be decreased accordingly. In addition, the Remaining Capital Commitments of the previously admitted Limited Partners shall be increased by such amount remitted (not including any amount calculated as interest thereon), and the amount of such increase in Remaining Capital Commitments may be called again by the Partnership. Any amount paid by an Additional Limited Partner pursuant to Section 10.2(a)(iii)(C) shall be used by the Partnership to effect the increase in the Partnership's capital commitment to Trident II resulting from the admission of such Additional Limited Partners. The Remaining Capital Commitment of the Additional Limited Partner shall be appropriately determined by the General Partner. The Partner Register shall be amended by the General Partner as appropriate to show the name and business address of each Additional Limited Partner and the amount of its Capital Commitment. Neither the admission of an Additional Limited Partner nor an increase in the amount of an Additional Limited Partner's Capital Commitment shall be a cause for dissolution of the Partnership. The transactions contemplated by this Section 10.2 shall not require the consent of any of the Limited Partners.

ARTICLE XI

BANKRUPTCY, DISSOLUTION, ETC. OF PARTNERS

11.1 BANKRUPTCY OR DISSOLUTION OF THE GENERAL PARTNER. In the event of the bankruptcy or dissolution and commencement of winding-up of the General Partner or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Partnership Law, the Partnership shall be dissolved and wound up as provided in Article XII, unless the business of the Partnership is continued pursuant to Section 12.1(c). The General Partner shall take no action voluntarily to declare bankruptcy or accomplish its dissolution prior to the dissolution of the Partnership.

11.2 BANKRUPTCY, DISSOLUTION OR WITHDRAWAL OF A LIMITED PARTNER. The death, incompetency, insanity, or other legal incapacity, bankruptcy, dissolution, retirement, resignation or withdrawal of a Limited Partner, or the occurrence of any other event that causes a Limited Partner to cease to be a Partner of the Partnership shall not in and of itself dissolve or terminate the Partnership.

ARTICLE XII

DISSOLUTION AND TERMINATION OF PARTNERSHIP

12.1 DISSOLUTION EVENTS. There will 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 expiration of the Term as provided in Section 1.4; or

(b) the day after the date that is three years after the last day of the term of Trident II; or

(c) the last Business Day of the Fiscal Year in which all assets acquired or agreed to be acquired by the Partnership have been sold off or otherwise disposed of; or

(d) the withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner, or the assignment by the General Partner of its entire interest in the Partnership, or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Partnership Law, UNLESS (I) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership that is hereby authorized to and does (unanimously in the case of more than one general partner) elect to continue the business of the Partnership without dissolution or (II) the business of the Partnership is otherwise continued without dissolution pursuant to the provisions of the Partnership Law and PROVIDED, that the conversion of the General Partner to a limited partnership, limited liability company or other entity, or the Transfer of the General Partner's interest as the general partner of the Partnership to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity as provided for in Section 2.5 shall not, for the purposes of this Section 12.1 be deemed a dissolution or winding up or commencement of winding up of the General Partner; or

(e) a decision, made by the General Partner in its sole discretion, to dissolve the Partnership because it has determined that there is a substantial likelihood that due to a change in the text, application or interpretation of the provisions of the United States federal securities laws (including, without limitation, the Securities Act, the Investment Company Act and the Investment Advisers Act) or any other applicable statute, regulation, case law, administrative ruling or other similar authority (including, without

limitation, changes that result in the Partnership being taxable as a corporation under United States federal income tax law), the Partnership cannot operate effectively in the manner contemplated herein; or

(f) the entry of a decree of judicial dissolution.

12.2 DISTRIBUTION UPON DISSOLUTION. Upon the dissolution of the Partnership, the General Partner (or, if dissolution of the Partnership should occur by reason of Section 12.1(c), a duly elected liquidating trustee of the Partnership or other representative who may be designated by a Majority in Interest) shall proceed, subject to the provisions of this Article XII, to liquidate the Partnership and apply the proceeds of such liquidation, or in its sole discretion to distribute Partnership assets, in the following order of priority:

FIRST, to creditors in satisfaction of debts and liabilities of the Partnership, whether by payment or the making of reasonable provision for payment (other than any loans or advances that may have been made by any of the Partners to the Partnership), and the expenses of liquidation, whether by payment or the making of reasonable provision for payment, any such reasonable reserves (which may be funded by a liquidating trust) to be established by the General Partner (or any duly elected liquidating trustee or other duly designated representative) in amounts deemed by it to be reasonably necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether fixed or contingent or conditional or unmatured);

SECOND, to the Partners in satisfaction of any loans or advances that may have been made by any of the Partners to the Partnership, whether by payment or the making of reasonable provision for payment; and

THIRD, to the Partners in accordance with Article VI.

12.3 DISTRIBUTIONS IN CASH OR IN KIND. Upon the dissolution of the Partnership, the General Partner (or any liquidating trustee selected by the General Partner or, if the General Partner has dissolved or withdrawn as the general partner of the Partnership, any other duly designated representative selected by a Majority in Interest) shall use its 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 12.2, PROVIDED that if in the good faith business judgment of the General Partner (or such liquidating trustee or other representative) a Partnership asset should not be liquidated, the General Partner (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 12.2, subject to the priorities set forth in Section 12.2, PROVIDED, FURTHER, that the General Partner (or such other liquidating trustee or other representative) shall 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 Paragraphs First and Second of Section 12.2. The General Partner may cause certificates evidencing any Securities to be distributed to be imprinted with legends as to such restrictions on Transfers that it may deem necessary or appropriate, including, without limitation, legends as to applicable 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 the General Partner may deem necessary, appropriate, convenient or incidental to the foregoing.

12.4 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 to creditors so as to enable the General Partner to seek to minimize potential losses upon such liquidation. Subject to Section 13.1, the provisions of this Agreement shall remain in full force and effect during the period of winding up and until the filing of a notice of dissolution of the Partnership with the Registrar of Exempted Limited Partnerships of the Cayman Islands.

12.5 TERMINATION. Upon completion of the foregoing, the General Partner (or any liquidating trustee selected by the General Partner or, if the General Partner has dissolved or withdrawn as the general partner of the Partnership, any other duly designated representative selected by a Majority in Interest) shall execute, acknowledge and cause to be filed a notice of dissolution of the Partnership with the Registrar of Exempted Limited Partnerships of the Cayman Islands, PROVIDED, however, that the winding up of the Partnership will not be deemed complete and such notice of dissolution will not be filed by the 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.

12.5 GENERAL PARTNER NOT LIABLE FOR RETURN OF CAPITAL CONTRIBUTIONS. None of the General Partner or any of its Affiliates shall be liable for the return of all or any portion of the Capital Accounts or Capital Contributions of any Partner, and such return shall be made solely from available Partnership assets, if any, and each Limited Partner hereby waives any and all claims it may have against the General Partner or any Affiliate thereof in this regard.

12.6 REORGANIZATION OF THE PARTNERSHIP. To the extent permitted by law, in order to effect a reorganization of the Partnership,

(a) the General Partner may cause the conversion of the Partnership to a limited partnership, limited liability company or other entity formed under the laws of the Cayman Islands or any other jurisdiction, or

(b) the General Partner may cause the exchange of the interests of the Partners in the Partnership for interests in, or cause the Partnership to be merged with and into, a limited partnership, limited liability company or other entity formed under the laws of the Cayman Islands or any other jurisdiction, but only if in any such case the Partners (including, without limitation, their successors) shall become, and no other Persons (other than Persons necessary for the qualification of such limited partnership, limited liability company or other entity under such laws) shall be, the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be. Upon any such conversion, exchange or merger, such limited partnership, limited liability company or other entity shall be treated as the successor to the Partnership for all purposes of this Agreement and of the corresponding agreement pursuant to which the rights and obligations of the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, are determined. All Subscription Agreements applicable to the Partnership that are in effect at the time of any such conversion, exchange or merger shall thereafter continue in full force and effect, and shall apply to the limited partnership, limited liability company or other entity that becomes the successor to the Partnership pursuant to such conversion, exchange or merger. In conjunction with any such conversion, exchange or merger, the General Partner may execute, on behalf of the Partnership and each of the Limited Partners, all documents that in its reasonable judgment are necessary or appropriate to consummate such conversion, exchange or merger, including but not limited to the agreement pursuant to which the rights and obligations of the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, are determined (in the case of such a conversion to, exchange for interests in or merger into a limited partnership, including the limited partnership agreement thereof), all without any further consent or approval of any other Partner, PROVIDED that no such agreement may directly or indirectly effectuate a modification or amendment of the rights and obligations of the Partners which, if such modification or amendment were made to this Agreement, would require the consent of the Partners, any group thereof or any individual Partner as provided in Section 14.1, unless the consent to such modification or amendment required under Section 14.1 is obtained. A reorganization of the Partnership pursuant to this Section 12.7 shall not be deemed to be or result in a dissolution, winding up or commencement of winding up of the Partnership.

ARTICLE XIII

DEFINITIONS

13.1 DEFINITIONS. As used herein the following terms have the respective meanings set forth below (each such meaning to be equally applicable to the singular and plural forms of the respective terms so defined):

"ADDITIONAL LIMITED PARTNER" shall have the meaning set forth in Section 10.2(a).

"ADJUSTMENT DATE" shall mean the last day of each Fiscal Year or any other date determined by the General Partner, in its sole discretion, as appropriate for an interim closing of the Partnership's books.

"AFFILIATE" shall mean, with respect to any specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified, PROVIDED, that portfolio companies of Trident II and any Person controlled by a portfolio company of Trident II shall not be an "Affiliate" of the Partnership or the General Partner.

"AGREEMENT" shall have the meaning set forth in the preamble hereto.

"AVAILABLE ASSETS" shall mean as of any date, the excess of the cash, cash equivalent items and Temporary Investments held by the Partnership over the sum of the amount of such items determined by the General Partner to be reasonably necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether fixed, contingent, conditional or unmatured), and for the establishment of appropriate reserves for such expenses, liabilities and obligations as may arise, including, without limitation, the maintenance of adequate working capital for the continued conduct of the Partnership's business.

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

"CAPITAL ACCOUNT" shall have the meaning set forth in Section 6.1.

"CAPITAL COMMITMENT" shall mean, with respect to any Partner, the amount set forth opposite the name of such Partner on the Partner Register.

"CAPITAL CONTRIBUTION" shall mean, with respect to any Partner, the amount of capital contributed pursuant to a single Drawdown or the aggregate amount of such contributions made, as the context may require, by such Partner to the Partnership pursuant to Section 5.1 and the other provisions of this Agreement.

"CLAIMS" shall have the meaning set forth in Section 9.1.

"CLOSING" shall have the meaning set forth in the Subscription Agreements.

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

"COVERED PERSON" shall mean (I) the General Partner, (II) each of the Affiliates of the General Partner, and (III) each Person who is or at any time becomes a shareholder, officer, director, employee, partner, member, manager, consultant or agent of any of the Persons identified in clause (i) or clause
(ii) of this definition.

"DAMAGES" shall have the meaning set forth in Section 9.1.

"DEFAULT" shall have the meaning set forth in Section 5.2(a).

"DEFAULTED CAPITAL COMMITMENTS" shall have the meaning set forth in
Section 5.2(a).

"DEFAULTING LIMITED PARTNER" shall have the meaning set forth in Section 5.2(a).

"DISABLING CONDUCT" shall mean, with respect to any Person, fraud, willful misfeasance, gross negligence or reckless disregard of such Person's duties in the conduct of such Person's office.

"DISTRIBUTABLE CASH" shall mean the excess of (A) the sum of cash receipts of all kinds, other than Capital Contributions that are being held by the Partnership pending investment, over (B) cash disbursements for expenses of the Partnership (or amounts reserved to pay Partnership Expenses or Organizational Expenses, or against liabilities, contingent or otherwise, or other obligations of the Partnership).

"DRAWDOWN NOTICE" shall have the meaning set forth in Section 5.1(b).

"DRAWDOWNS" shall mean the Capital Contributions made to the Partnership pursuant to Section 5.1 from time to time by the Partners pursuant to a Drawdown Notice.

"EXERCISING PARTNER" shall have the meaning set forth in Section 5.2(a).

"FISCAL YEAR" shall mean the fiscal year of the Partnership, as determined pursuant to Section 1.5.

"FORFEITED DISTRIBUTIONS" shall have the meaning set forth in Section 5.2(a).

"GENERAL PARTNER" shall mean Marsh & McLennan GP I, Inc., a Delaware corporation, and any additional or successor general partner of the Partnership in its

capacity as the general partner of the Partnership, as such entity may be affected by the provisions of Section 2.5.

"GOVERNMENTAL AUTHORITY" shall mean any United States federal, state or local, or any Cayman Islands or other non-U.S. court, arbitrator or governmental agency, authority, commission, instrumentality or regulatory or administrative body.

"INITIAL AGREEMENT" shall have the meaning set forth in the preamble hereto.

"INITIAL CLOSING" shall mean the first Closing under which Limited Partners have acquired interests in the Partnership pursuant to the Subscription Agreements.

"INITIAL LIMITED PARTNER" shall mean Richard A. Goldman, in such capacity as the initial limited partner of the Partnership.

"INVESTMENT ADVISERS ACT" shall mean the United States Investment Advisers Act of 1940, as amended.

"INVESTMENT COMPANY ACT" shall mean the United States Investment Company Act of 1940, as amended.

"LIMITED PARTNER" shall have the meaning set forth in Section 1.1, and shall include its successors and permitted assigns. For purposes of the Partnership Law, the Limited Partners shall constitute a single class or group of limited partners.

"MAJORITY IN INTEREST" shall mean Limited Partners who, at the time in question, have Capital Commitments aggregating more than 50% of all Capital Commitments of all the Non-Defaulting Limited Partners.

"MATERIAL ADVERSE EFFECT" shall mean (A) a violation of a statute, rule, regulation or governmental administrative policy applicable to a Partner of a Governmental Authority that is reasonably likely to have a material adverse effect on Trident II, a portfolio company of Trident II or any Affiliate thereof, or on the Partnership, the General Partner, the manager or the general partner of Trident II or any of their respective Affiliates or on any Partner or any Affiliate of any such Person, (B) an occurrence that is reasonably likely to subject Trident II, a portfolio company of Trident II or an Affiliate thereof or the Partnership, the General Partner, the manager or the general partner of Trident II or any of their respective Affiliates or any Partner or any Affiliate or any direct or indirect shareholder of any such Person to any material regulatory requirement (including, without limitation, the registration or other requirements of the Investment Company Act or the Investment Advisers Act or any laws of similar impact of the Cayman Islands) or material tax to which it would not otherwise be subject, or which is reasonably likely to materially increase any such regulatory requirement or material tax beyond what it would otherwise have been or (C) an occurrence that is reasonably likely

to result in any Securities or other assets owned by Trident II being deemed to be "plan assets" under ERISA or that is reasonably likely to result in a "prohibited transaction" under ERISA.

"MMC" shall mean Marsh & McLennan Companies, Inc., a Delaware corporation, and any successor thereto.

"NASDAQ" shall mean The Nasdaq Stock Market, Inc.

"NON-DEFAULTING LIMITED PARTNERS" shall mean those Limited Partners who are not Defaulting Limited Partners.

"ORGANIZATIONAL EXPENSES" shall mean all reasonable costs and expenses of the Partnership, that, in the sole judgment of the General Partner, are incurred in the formation and organization of, and sale of interests in, the Partnership, including, without limitation, out-of-pocket legal, accounting, printing, consultation, travel, administrative and filing fees and expenses.

"OUTSIDE ADMISSION DATE" shall mean March 30, 2000.

"PARTNER REGISTER" shall have the meaning set forth in Section 1.1(b).

"PARTNERS" shall have the meaning set forth in Section 1.1.

"PARTNERSHIP" shall have the meaning set forth in the preamble hereto.

"PARTNERSHIP EXPENSES" shall mean the costs, expenses and liabilities that, in the good faith judgment of the General Partner, are incurred by or arise out of the operation of the Partnership, including without limitation: the fees and expenses relating to Temporary Investments or the Trident Investment, including without limitation the evaluation, acquisition, holding, monitoring and disposition thereof; premiums for insurance protecting the Partnership, the General Partner, any of their respective Affiliates, and any of their respective officers, directors, members, partners, employees and agents from liabilities to third Persons in connection with Partnership affairs; legal, custodial and accounting expenses (including, without limitation, expenses associated with the preparation of the Partnership's financial statements, tax returns and Schedules K-1); auditing and consulting expenses; appraisal expenses; expenses related to organizing companies through or in which investment of the Partnership will be made; costs and expenses that are classified as extraordinary expenses under generally accepted accounting principles; taxes or other governmental charges payable by the Partnership; Damages; costs of reporting to the Partners; costs of winding up and liquidating the Partnership; and expenses incurred pursuant to
Section 5.2; but not including Organizational Expenses.

"PARTNERSHIP LAW" shall mean the Exempted Limited Partnership Law (1997 Revision) of the Cayman Islands, as amended, and any successor to such statute.

"PERIOD" shall mean, for the first period, the period commencing on the date of this Agreement and ending on the next Adjustment Date, and thereafter, the period commencing on the day after an Adjustment Date and ending on the next Adjustment Date.

"PERSON" shall mean any individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

"POWER OF ATTORNEY" shall mean, with respect to any Limited Partner, the power of attorney executed by such Limited Partner substantially in the form attached to the Subscription Agreements.

"PRIME RATE" shall mean the rate of interest publicly announced by The Chase Manhattan Bank or any successor thereto from time to time in New York City as its prime rate.

"PROCEEDING" shall have the meaning set forth in Section 9.1(a).

"REMAINING CAPITAL COMMITMENT" shall mean, in respect of any Partner, the amount of such Partner's Capital Commitment, determined at any date, which has not been contributed as a Capital Contribution, as adjusted as contemplated hereby, PROVIDED that if such date is after delivery of a Drawdown Notice but before the related Drawdown, the amount specified in such Drawdown Notice (as the same may be amended by a subsequent Drawdown Notice related thereto) shall not be included in any Partner's Remaining Capital Commitment unless such investment is abandoned. Notwithstanding the foregoing, any Capital Contribution of a Limited Partner used to fund Organizational Expenses or Partnership Expenses shall, to the extent that such Limited Partner receives or is deemed to receive subsequent distributions from the Partnership, be added to the Remaining Capital Commitment of such Limited Partner and be subject to recall .

"SECURITIES" shall mean shares of capital stock, limited partnership interests, limited liability company interests, warrants, options, bonds, notes, debentures and other equity and debt securities and interests of whatever kind of any Person, whether readily marketable or not.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.

"STATEMENT" shall have the meaning set forth in Section 1.4.

"SUBSCRIPTION AGREEMENTS" shall mean the several Subscription Agreements entered into by the respective Limited Partners in connection with their purchases of limited partner interests in the Partnership.

"SUBSTITUTE LIMITED PARTNER" shall have the meaning set forth in Section 10.1(d).

"TEMPORARY INVESTMENTS" shall mean investments in (A) cash or cash equivalents, (B) marketable direct obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof, maturing within one year from the date of acquisition thereof, (C) money market instruments, commercial paper or other short-term debt obligations having at the date of purchase by the Partnership the highest or second highest rating obtainable from either Standard & Poor's Ratings Services or Moody's Investors Service, Inc. or their successors, (D) interest bearing accounts at a registered broker-dealer, (E) money market mutual funds managed by Putnam Investments, Inc. or a subsidiary thereof, (F) interest bearing accounts and/or certificates of deposit maturing within one year from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia, each having at the date of acquisition by the Partnership combined capital and surplus of not less than $100,000,000, (G) overnight repurchase agreements with primary Fed dealers collateralized by direct U.S. Government obligations or (H) pooled investment vehicles or accounts which invest only in Securities or instruments of the type described in (a) through (d).

"TERM" shall have the meaning set forth in Section 1.4.

"TRANSFER" shall have the meaning set forth in Section 10.1(a).

"TRANSFEREE" shall have the meaning set forth in Section 10.1(b).

"TRANSFEROR" shall have the meaning set forth in Section 10.1(b).

"TREASURY REGULATIONS" shall mean the Regulations of the Treasury Department of the United States issued pursuant to the Code.

"TRIDENT II" shall have the meaning set forth in Section 1.3.

"TRIDENT II PARTNERSHIP AGREEMENT" shall mean the Amended and Restated Limited Partnership Agreement of Trident II, L.P., dated June 4, 1999, as amended and restated by the Second Amended and Restated Limited Partnership Agreement, dated June 23, 1999, as such agreement may be amended, supplemented or restated from time to time.

"TRIDENT INVESTMENT" shall have the meaning set forth in Section 4.1(a).

"VALUE" of assets or Securities shall mean the fair market value of such assets or Securities, as determined in the sole discretion of the General Partner.

ARTICLE XIV

AMENDMENTS; POWER OF ATTORNEY

14.1 AMENDMENTS. Any modifications or amendments duly adopted in accordance with the terms of this Agreement may be executed in accordance with
Section 14.2 and/or the Powers of Attorney. The terms and provisions of this Agreement may be modified or amended at any time and from time to time with the written consent of (A) the General Partner and (B) a Majority in Interest, PROVIDED that, without the consent of any of the Limited Partners, the General Partner:

(i) may amend the Partner Register attached hereto to reflect changes validly made, pursuant to the terms of this Agreement, in the amount of (and the obligation to fund the full amount of) the Capital Commitment of any Partner or in the membership of the Partnership;

(ii) may enter into agreements with Persons who are Transferees of the interests in the Partnership of Limited Partners, pursuant to the terms of this Agreement, providing in substance that such Transferees will be bound by this Agreement and will become Substitute Limited Partners in the Partnership;

(iii) may amend this Agreement as may be required to implement (A) Transfers of interests of Limited Partners as contemplated by Section 10.1, (B) the admission of any Substitute Limited Partner or any Additional Limited Partner, and any related changes in Capital Commitments, as contemplated by Section 10.1 or 10.2, (C) any changes in the Partner Register due to a Defaulting Limited Partner, (D) the conversion, Transfer or merger of all or any part of its interest as general partner of the Partnership as contemplated by Section 2.5, or (E) a reorganization of the Partnership as contemplated by Section 12.7;

(iv) may amend this Agreement (A) to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the United States Securities and Exchange Commission, the United States 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 Partner deems to be in the best interests of the Partnership, and (B) to change the name of the Partnership, so long as any such amendment under this clause (iv) does not materially and adversely affect the interests of the Limited Partners under this Agreement;

(v) may amend this Agreement or take any other action in accordance with Section 14.3 or as permitted or contemplated by Section 14.2 and/or the Powers of Attorney; and

(vi) may amend this Agreement to cure any ambiguity or correct or supplement any provision hereof that may be incomplete or inconsistent with any other provision hereof so long as such amendment under this clause (vi) does not materially and adversely affect the interests of the Limited Partners.

14.2 POWER OF ATTORNEY. Each Limited Partner does hereby irrevocably constitute and appoint the General Partner, with full power of substitution, the true and lawful attorney-in-fact and agent of such Limited Partner, to execute, acknowledge, verify, swear to, deliver, record and file, in its or its assignee's name, place and stead, all instruments, documents and certificates which may from time to time be required by the laws of the United States of America, the Cayman Islands, any other jurisdiction in which the Partnership has an office or 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, this Agreement, and any amendments thereto or to the Statement, which the General Partner deems appropriate to (I) form, qualify or continue the Partnership as an exempted limited partnership (or a partnership in which the limited partners have limited liability) in the Cayman Islands and all other jurisdictions in which the Partnership has an office or conducts or plans to conduct business and (II) admit such Person as a Limited Partner in the Partnership;

(b) all instruments which the General Partner deems appropriate to reflect or effect any amendment to this Agreement or the Statement (I) to reflect or effect Transfers of interests of Limited Partners, the admission of Substitute Limited Partners or Additional Limited Partners or the increase of Capital Commitments pursuant to Article X hereof, (II) to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the United States Securities and Exchange Commission, the United States Internal Revenue Service, or any other Governmental Authority, or in any United States federal or state or local or Cayman Islands or other non-U.S. statute, compliance with which the General Partner deems to be in the best interests of the Partnership, (III) to change the name of the Partnership or reflect or effect a reorganization of the Partnership as contemplated in Section 12.7, (IV) to reflect or effect the conversion of the General Partner to, or the merger of the General Partner with and into, a limited partnership, limited liability company, or other entity, or the Transfer of its interest in the Partnership to a limited partnership, limited liability company or other entity, as contemplated by Section 2.5, (V) to give effect to, or

to conform this Agreement to, the terms and provisions of the Trident II Partnership Agreement, or (VI) to cure any ambiguity or correct or supplement any provision herein contained which may be incomplete or inconsistent with any other provision contained in this Agreement so long as such amendment under this clause (v) or clause (vi) does not materially and adversely affect the interests of the Limited Partners;

(c) all conveyances and other instruments which the General Partner deems 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 XII;

(d) all instruments relating to (I) Transfers of interests in the Partnership, or the admission of Substitute Limited Partners or Additional Limited Partners pursuant to Section 10.1, (II) the treatment of a Defaulting Limited Partner or a Limited Partner whose participation is, in whole or in part, excused, limited or discontinued pursuant to Section 5.4, or (III) any change in the Capital Commitment of any Limited Partner, all in accordance with the terms of this Agreement;

(e) all amendments to this Agreement duly adopted in accordance with
Section 14.1;

(f) 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 or any other jurisdiction in which the Partnership has an office or conducts or plans to conduct business; and

(g) any other instruments determined by the General Partner to be necessary or appropriate in connection with the proper conduct of the business of the Partnership and which do not materially and adversely affect the interests of the Limited 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. This power of attorney shall be deemed to be coupled with an interest, shall be irrevocable, shall survive and not be affected by the dissolution, bankruptcy or legal disability of any Limited Partner and shall extend to such Limited Partner's successors and assigns. This power of attorney may be exercised by such attorney-in-fact and agent for all Limited Partners (or any of them) by a single signature of the General Partner acting as attorney-in-fact with or without listing all (or any) of the Limited Partners executing an instrument. 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, each Limited Partner shall execute and deliver to the

General Partner, within five Business Days after receipt of a request therefor, such further designations, powers of attorney or other instruments as the General Partner shall reasonably deem necessary for the purposes hereof. The foregoing power of attorney as in effect at the time of any reorganization of the Partnership pursuant to Section 12.7 shall thereafter continue in full force and effect, and shall apply to the limited partnership, limited liability company or other entity that becomes the successor to the Partnership pursuant to such reorganization. The foregoing power of attorney as in effect at the time of the conversion of, Transfer by or merger of the General Partner pursuant to
Section 2.5 shall thereafter continue in full force and effect, and shall apply to the limited partnership, limited liability company, or other entity that becomes the successor to the General Partner pursuant to such conversion, Transfer or merger.

14.3 FURTHER ACTIONS OF THE GENERAL PARTNER. To the extent necessary in the sole discretion of the General Partner, the General Partner shall cause this Agreement to be amended, without the need for any further act, vote or approval of any other Partner or Persons, to reflect as appropriate the occurrence of any of the transactions referred to in Article V or X as promptly as is practicable after such occurrence.

14.4 FURTHER ACTIONS OF THE LIMITED PARTNERS. Each Limited Partner shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the General Partner in connection with the formation of the Partnership and the achievement of its purposes, including, without limitation, (A) any documents that the General Partner deems necessary or appropriate to form, qualify or continue the Partnership as a limited partnership in all jurisdictions in which the Partnership has an office or 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.

ARTICLE XV

MISCELLANEOUS

15.1 NOTICES. Each notice relating to this Agreement shall be in writing and shall be delivered (A) in person, by registered or certified mail, or by private courier, overnight or next-day express mail or (B) by telecopy or other facsimile transmission, confirmed by telephone to an executive officer or other representative of the recipient. All notices to any Partner shall be addressed to such Partner and its trustee (if any) at their respective addresses set forth in the Partner Register or at such other address as such Partner may have designated by notice in writing. Any Partner, other than the General Partner, may designate a new address by notice to that effect given to the General Partner. The General Partner may designate a new address by notice to that effect given to each of the other Partners. Unless otherwise specifically provided in this Agreement, a notice given in accordance with the foregoing clause (a) shall be deemed to have been

effectively given and made two days after such notice is mailed by registered or certified first-class mail, return receipt requested and postage pre-paid, and one day after such notice is mailed by Fed Ex or other one-day service provider, to the proper address, or when delivered in person delivery service pre-paid. Any notice to the General Partner or to a Limited Partner by telecopy or other facsimile transmission shall be deemed to be given when sent and confirmed by telephone in accordance with the foregoing clause (b).

15.2 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement.

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

15.4 SUCCESSORS AND ASSIGNS. Except as otherwise specifically provided herein, this Agreement shall inure to the benefit of the Partners and the Covered Persons, and shall be binding upon the parties, and, subject to Section 10.1, their respective successors and permitted assigns.

15.5 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 applicable law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. Any default hereunder by a Limited Partner shall not excuse a default by any other Limited Partner.

15.6 NON-WAIVER. No provision of this Agreement shall be deemed to have been waived except if the giving of such waiver is contained in a written notice given to the party claiming such waiver, and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given.

15.7 APPLICABLE LAW (SUBMISSION TO JURISDICTION). EXCEPT AS PROVIDED IN
SECTION 2.1 AND IN SECTION 9.5, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE CAYMAN ISLANDS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT JURISDICTION. The Partners hereby submit to the nonexclusive jurisdiction of the courts of the Cayman Islands and to the courts of the jurisdiction in which the principal office of the Partnership is located (and, if the principal office is located in the United States, of the federal district court having

jurisdiction over the location of the principal office) for the resolution of all matters pertaining to the enforcement and interpretation of this Agreement.

15.8 CONFIDENTIALITY. Each Limited Partner agrees that it shall not disclose without the prior consent of the General Partner (other than to such Limited Partner's employees, auditors, counsel or prospective transferees; PROVIDED that such Limited Partner obtain the agreement of such Person to be bound by the obligations of this Section 15.8) any information with respect to the Partnership or Trident II or any portfolio company of Trident II that is designated by the General Partner to such Limited Partner in writing as confidential, PROVIDED that a Limited Partner may disclose any such information (A) as has become generally available to the public, (B) as may be required or appropriate in any report, statement or testimony submitted to Governmental Authority having jurisdiction over such Limited Partner, or to the National Association of Insurance Commissioners or similar organizations and their successors, (C) as may be required or appropriate 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, ruling or other governmental request applicable to such Limited Partner and (E) to its professional advisors. Notwithstanding anything in this Agreement to the contrary, the General Partner shall have the right to keep confidential from Limited Partners for such a period of time as the General Partner deems reasonable, any information that the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interest of the Partnership or could damage the Partnership or its business or that the Partnership is required by law or by agreement with a third Person to keep confidential.

15.9 SURVIVAL OF CERTAIN PROVISIONS. The obligations of each Partner pursuant to Section 6.9(d) and Section 9 shall survive the termination or expiration of this Agreement and the dissolution, winding up and termination of the Partnership except to the extent the duration of such survival is otherwise specifically limited in this Agreement.

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

15.11 CURRENCY. The term "dollar" and the symbol"$", wherever used in this Agreement, shall mean the United States dollar.

15.12 ENTIRE AGREEMENT. This Agreement (including, without limitation, all schedules hereto), together with the related Subscription Agreements, constitutes the entire agreement among the Partners and the Initial Limited Partner with respect to the subject matter hereof, and supersede any prior agreement or understanding among them with respect to such subject matter, PROVIDED that the representations and warranties of the General Partner and the Limited Partners in, and the other provisions of, the Subscription Agreements shall survive the execution and delivery of this Agreement.

IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated Limited Partnership Agreement of Marsh & McLennan Affiliated Fund, L.P. on the day and year first above written.

MARSH & McLENNAN GP I, INC.

By:_______________________________

Each of the Limited Partners listed in the Partner Register, pursuant to the power of attorney and authorization granted by each such Limited Partner to the General Partner as attorney-in-fact and agent under the separate Powers of Attorney, dated various dates:

By:_________________________________

MARSH & McLENNAN GP I, INC.

By:_________________________________

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND, L.P.

(A Cayman Islands Exempted Limited Partnership)

This Second Amended and Restated Limited Partnership Agreement of Marsh & McLennan Capital Professionals Fund, L.P., dated December 2, 1999, amends and restates the Amended and Restated Limited Partnership Agreement of Marsh & McLennan Capital Professionals Fund, L.P., dated October 14, 1999, which amended and restated the Limited Partnership Agreement of Marsh & McLennan Capital Professionals Fund, L.P., dated December 2, 1998.

M&M Capital Professionals Fund, L.P.

Second Amended and Restated L.P. Agreement

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

                                TABLE OF CONTENTS

SECTION                                                                     PAGE

SECTION 1

         ORGANIZATION; ETC.....................................................2
         1.1  AMENDMENT AND RESTATEMENT OF THE AMENDED AGREEMENT;
              FILINGS, ETC.....................................................2
         1.2  NAME AND OFFICES.................................................3
         1.3  PURPOSES.........................................................3
         1.4  TERM.............................................................3
         1.5  FISCAL YEAR......................................................4
         1.6  PARTNERSHIP POWERS...............................................4

SECTION 2

         THE GENERAL PARTNER...................................................5
         2.1  MANAGEMENT.......................................................5
         2.2  LIMITATIONS ON THE GENERAL PARTNER...............................6
         2.3  RELIANCE BY THIRD PARTIES........................................6
         2.4  EXPENSES.........................................................6
         2.5  LIABILITY OF THE GENERAL PARTNER AND THE MANAGER.................6
         2.6  CONFLICTS OF INTEREST............................................7
         2.7  TRANSFER OR WITHDRAWAL BY THE GENERAL PARTNER....................8
         2.8  CERTAIN OTHER RELATIONSHIPS......................................9

SECTION 3

         LIMITED PARTNERS......................................................9
         3.1  LIMITED PARTNERS.................................................9
         3.2  NO PARTICIPATION IN MANAGEMENT, ETC..............................9
         3.3  LIMITATION OF LIABILITY..........................................9
         3.4  NO PRIORITY, ETC................................................10

SECTION 4

         INVESTMENTS..........................................................10
         4.1  INVESTMENTS IN PORTFOLIO COMPANIES..............................10
         4.2  TEMPORARY INVESTMENTS...........................................11


                                            M&M Capital Professionals Fund, L.P.
                                      Second Amended and Restated L.P. Agreement

SECTION 5

         CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS...........................11
         5.1  CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS OF THE PARTNERS...11
         5.2  EXCUSED INVESTMENTS.............................................12
         5.3  DEFAULTING LIMITED PARTNERS.....................................12
         5.4  TERMINATION OF EMPLOYMENT (OTHER THAN TIER 1 LIMITED PARTNERS)..15
         5.5  TERMINATION OF A TIER 1 LIMITED PARTNER.........................17
         5.6  SPECIAL CONSEQUENCES OF TERMINATION OF ANY PROFITS LIMITED
              PARTNER.........................................................18
         5.7  FURTHER ACTIONS.................................................18

SECTION 6

         CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS;
         WITHHOLDING..........................................................19
         6.1  CAPITAL ACCOUNTS................................................19
         6.2  ADJUSTMENTS TO CAPITAL ACCOUNTS.................................19
         6.3  DISTRIBUTIONS...................................................19
         6.4  TAX DISTRIBUTIONS...............................................20
         6.5  OTHER PROVISIONS................................................20
         6.6  DISTRIBUTIONS OF SECURITIES.....................................21
         6.7  NEGATIVE CAPITAL ACCOUNTS.......................................21
         6.8  NO WITHDRAWAL OF CAPITAL........................................21
         6.9  ALLOCATIONS.....................................................21
         6.10  TAX MATTERS....................................................21
         6.11  WITHHOLDING TAXES..............................................22
         6.12  CLAWBACK BY PROFITS LIMITED PARTNERS...........................24
         6.13  FINAL DISTRIBUTION.............................................24

SECTION 7

         THE MANAGER..........................................................24
         7.1  APPOINTMENT OF MANAGER..........................................24

SECTION 8

         BANKING; ACCOUNTING; BOOKS AND RECORDS;
         ADMINISTRATIVE SERVICES..............................................25
         8.1  BANKING.........................................................25
         8.2  MAINTENANCE OF BOOKS AND RECORDS; ACCESS........................25

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                                      Second Amended and Restated L.P. Agreement

         8.3  PARTNERSHIP TAX RETURNS.........................................26
         8.4  VALUATION.......................................................26

SECTION 9

         REPORTS TO PARTNERS..................................................26
         9.1  INDEPENDENT AUDITORS............................................26
         9.2  REPORTS TO CURRENT PARTNERS.....................................26
         9.3  UNITED STATES FEDERAL INCOME TAX INFORMATION....................26
         9.4  ADDITIONAL INFORMATION..........................................27

SECTION 10

         INDEMNIFICATION OF COVERED PERSONS...................................27
         10.1  INDEMNIFICATION OF COVERED PERSONS, ETC........................27
         10.2  EXPENSES, ETC..................................................28
         10.3  NOTICES OF CLAIMS, ETC.........................................29
         10.4  NO WAIVER......................................................29
         10.5  RETURN OF DISTRIBUTIONS........................................29
         10.6  INDEMNIFICATION OF COVERED PERSONS.............................29

SECTION 11

         TRANSFER OF LIMITED PARTNERSHIP INTERESTS;
         WITHDRAWAL OF LIMITED PARTNERS.......................................30
         11.1  ADMISSION, SUBSTITUTION AND WITHDRAWAL OF LIMITED PARTNERS;
               ASSIGNMENT.....................................................30
         11.2  ADDITIONAL LIMITED PARTNERS....................................33

SECTION 12

         DEATH, INCOMPETENCY OR BANKRUPTCY
         OR DISSOLUTION OF PARTNERS...........................................36
         12.1  BANKRUPTCY, DISSOLUTION OF THE GENERAL PARTNER.................36
         12.2  DEATH, INCOMPETENCY, BANKRUPTCY, DISSOLUTION OR WITHDRAWAL
               OF A LIMITED PARTNER...........................................37

SECTION 13

         DURATION AND TERMINATION OF PARTNERSHIP..............................37
         13.1  DURATION.......................................................37

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                                      Second Amended and Restated L.P. Agreement

         13.2  DISTRIBUTION UPON DISSOLUTION..................................38
         13.3  DISTRIBUTIONS IN CASH OR IN KIND...............................39
         13.4  TIME FOR LIQUIDATION, ETC......................................39
         13.5  GENERAL PARTNER AND MANAGER NOT PERSONALLY LIABLE FOR RETURN
               OF CAPITAL CONTRIBUTIONS.......................................40
         13.6  REORGANIZATION OF THE PARTNERSHIP..............................40

SECTION 14

         DEFINITIONS..........................................................43

SECTION 15

         AMENDMENTS; POWER OF ATTORNEY........................................52
         15.1  AMENDMENTS.....................................................52
         15.2  POWER OF ATTORNEY..............................................53
         15.3  FURTHER ACTIONS OF THE LIMITED PARTNERS........................56

SECTION 16

         MISCELLANEOUS PROVISIONS.............................................56
         16.1   NOTICES.......................................................56
         16.2   COUNTERPARTS..................................................57
         16.3   TABLE OF CONTENTS AND HEADINGS................................57
         16.4   SUCCESSORS AND ASSIGNS........................................57
         16.5   SEVERABILITY..................................................57
         16.6   NON-WAIVER....................................................57
         16.7   APPLICABLE LAW (SUBMISSION TO JURISDICTION)...................57
         16.8   CONFIDENTIALITY...............................................57
         16.9   SURVIVAL OF CERTAIN PROVISIONS................................58
         16.10  WAIVER OF PARTITION...........................................58
         16.11  ENTIRE AGREEMENT..............................................58
         16.12  CURRENCY......................................................58

                                       iv

                                            M&M Capital Professionals Fund, L.P.
                                      Second Amended and Restated L.P. Agreement

This Second Amended and Restated Limited Partnership Agreement (as from time to time amended, supplemented or restated, this "AGREEMENT") of MARSH & McLENNAN CAPITAL PROFESSIONALS FUND, L.P., a Cayman Islands exempted limited partnership (the "PARTNERSHIP"), is made and entered into on December 2, 1999, for the purpose of amending and restating the Amended and Restated Limited Partnership Agreement of the Partnership, dated October 14, 1999 (the "AMENDED AGREEMENT"), which amended and restated the Limited Partnership Agreement of the Partnership, dated December 2, 1998 (the "INITIAL AGREEMENT"). Capitalized terms used herein without definition have the meanings specified in Section 14.

WHEREAS, the Partnership is an exempted limited partnership, organized under the laws of the Cayman Islands pursuant to the Partnership Law, originally between the Initial General Partner and the Initial Limited Partner;

WHEREAS, the Partnership was constituted pursuant to the Initial Agreement, and the Initial General Partner made such registrations with the Registrar of Exempted Limited Partnerships in the Cayman Islands as were necessary to effect the registration of the Partnership as an exempted limited partnership under the Partnership Law;

WHEREAS, the Initial General Partner was replaced as the general partner of the Partnership through the addition to the Partnership of the Interim General Partner as a general partner of the Partnership and the withdrawal of the Initial General Partner as a general partner of the Partnership, pursuant to a Letter Agreement, dated December 31, 1998, between the Initial General Partner, the Initial Limited Partner and the Interim General Partner, and a Statement pursuant to Section 10 of the Partnership Law filed on behalf of the Partnership by the General Partner;

WHEREAS, the Interim General Partner was then replaced as the general partner of the Partnership through the addition to the Partnership of the General Partner as a general partner of the Partnership and the withdrawal of the Interim General Partner as a general partner of the Partnership, pursuant to a Letter Agreement, dated July 20, 1999, between the Interim General Partner, the Initial Limited Partner and the General Partner, and a Statement pursuant to
Section 10 of the Partnership Law filed on behalf of the Partnership by the General Partner;

M&M Capital Professionals Fund, L.P.

Second Amended and Restated L.P. Agreement

WHEREAS, Limited Partners were admitted to the Partnership, and the Initial Limited Partner (in such capacity) ceased to be a partner of the Partnership, on October 14, 1999, under the terms and provisions of the Amended Agreement; and

WHEREAS, the General Partner and the Limited Partners wish to admit certain Additional Limited Partners to the Partnership and to amend and restate the Amended Agreement to effect and reflect such action;

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

SECTION 1

ORGANIZATION; ETC.

1.1 AMENDMENT AND RESTATEMENT OF THE AMENDED AGREEMENT; FILINGS, ETC. (a) GENERAL. The General Partner and the Persons from time to time listed in the Partnership Register as limited partners of the Partnership (in their capacities as limited partners of the Partnership, the "LIMITED PARTNERS", and the General Partner and the Limited Partners being herein referred to collectively as the "PARTNERS", both such terms to include any Person hereafter admitted to the Partnership as a Limited Partner or a General Partner, as the case may be, in accordance with the terms hereof, and to exclude any Person that ceases to be a Partner in accordance with the terms hereof), hereby amend the Amended Agreement in its entirety by deleting it and replacing it with this Agreement. The parties hereto hereby agree to continue the Partnership as a limited partnership 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. A Person shall be admitted as a limited partner of the Partnership at the time that (I) the Agreement, a Power of Attorney and a Subscription Agreement, or counterparts thereof are executed by or on behalf of such Person and are accepted by the General Partner and (II) such Person is listed by the General Partner as a Limited Partner in the Partnership Register.

(b) PARTNERSHIP REGISTER. The General Partner shall cause to be maintained in the registered and principal offices of the Partnership a register of limited partnership interests of the Partnership setting forth the name, mailing address, Capital Commitment and group (as set forth in Section 3.1) of each Partner along with such other information as required by Section 11(1) of the Partnership Law (the "PARTNERSHIP REGISTER"). The Partnership Register shall from time to

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

time be updated as necessary and in accordance with the Partnership Law to maintain the accuracy of the information contained therein. Except as may otherwise be provided herein, 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. Subject to the terms of this Agreement, the General Partner may authorize any action permitted hereunder in respect of the Partnership Register without any need to obtain the consent of any other Partner.

1.2 NAME AND OFFICES. The name of the Partnership is Marsh & McLennan Capital Professionals Fund, L.P. The Partnership shall have its registered office in the Cayman Islands at the offices of Maples and Calder, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies, at which shall be kept the records required to be maintained under the Partnership Law, at which the service of process on the Partnership may be made and to which all notices and communications may be addressed. The General Partner may designate from time to time another office in the Cayman Islands as the Partnership's registered office. The Partnership shall have its initial principal office for its activities at 20 Horseneck Lane, Greenwich, CT 06830, United States of America. The General Partner may designate from time to time another office within or without the United States as the Partnership's principal office for its investment activities. The Partnership may from time to time have such other office or offices within or without the Cayman Islands as may be designated by the General Partner.

1.3 PURPOSES. Subject to the other provisions of this Agreement, the purposes and business of the Partnership are to co-invest with Trident II, L.P., a Cayman Islands exempted limited partnership (the "INSTITUTIONAL FUND" and, together with any other investment funds organized by MMC or its Affiliates which are authorized to co-invest with the Institutional Fund in Portfolio Companies, the "CO-INVESTMENT FUNDS"), and to acquire, hold, sell or otherwise dispose of Securities in accordance with and subject to the investment objectives, policies and procedures referred to in SCHEDULE A attached hereto (the "INVESTMENT GUIDELINES") and the other provisions of this Agreement, and to engage in such other activities as the General Partner deems necessary, advisable, convenient or incidental thereto, to engage in any business which may lawfully be conducted by a limited partnership formed pursuant to the Partnership Law and to carry on any business relating thereto or arising therefrom, including without limitation anything incidental, ancillary or necessary to the foregoing, PROVIDED that the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of the activities of the Partnership exterior to the Cayman Islands.

1.4 TERM. The term of the Partnership commenced on the date set forth in the statement (as it may be amended from time to time, the "STATEMENT") effecting its registration as

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

an exempted limited partnership pursuant to Section 9 of the Partnership Law and shall continue, unless the Partnership is sooner dissolved, until the end of the term of the Institutional Fund (such term, as so extended, being referred to as the "TERM"), PROVIDED, that the General Partner in its sole discretion may extend such Term and PROVIDED FURTHER that the Partnership shall continue after the last calendar day of the Term solely for purposes of Section 10.1(b). Notwithstanding the expiration of the Term, the Partnership shall continue until notice of dissolution of the Partnership is filed in accordance with Section 13.4(b) and in the manner provided in the Partnership Law.

1.5 FISCAL YEAR. The Fiscal Year of the Partnership 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 partnership accounting purposes.

1.6 PARTNERSHIP POWERS. In furtherance of the purposes specified in Section 1.3 and without limiting the generality of Section 2.1, the Partnership and the General Partner, acting on behalf of the Partnership or on its own behalf and in its own name, as appropriate, shall be empowered to do or cause to be done any and all acts deemed by the General Partner, in its sole judgment, to be necessary, advisable, appropriate, proper, convenient or incidental to or for the furtherance of the purposes of the Partnership including, without limitation, the power and authority:

(a) to acquire, hold, manage, own and Transfer the Partnership's interests in Securities or any other investments made or other property or assets held by the Partnership, in accordance with and subject to the Investment Guidelines;

(b) 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;

(c) to open, maintain and close bank and brokerage (including, without limitation, margin) accounts, including, without limitation, to draw checks or other orders for the payment of moneys, to exchange U.S. dollars held by the Partnership into non-U.S. currencies and vice versa, to enter into currency forward and futures contracts and to hedge Portfolio Investments, and to invest funds in Temporary In vestments;

(d) to bring, defend, settle and dispose of Proceedings at law or in equity or before any Governmental Authority;

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Second Amended and Restated L.P. Agreement

(e) to retain and remove consultants, custodians, attorneys, placement agents, accountants, actuaries and such other agents and employees of the Partnership as it may deem necessary or advisable, and to authorize each such agent and employee to act for and on behalf of the Partnership;

(f) to retain the Manager, as contemplated by Section 7.1, to render investment advisory and managerial services to the Partnership, PROVIDED that such retention shall not relieve the General Partner of any of its obligations hereunder;

(g) to cause the Partnership to enter into and carry out the terms of the Subscription Agreements without any further act, approval or vote of any Partner (including, without limitation, any agreements to induce any Person to purchase a limited partnership interest);

(h) to make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may, in the sole judgment of the General Partner, be necessary, appropriate, desirable or convenient for the acquisition, holding or Transfer of Securities for the Partnership;

(i) to enter into, deliver, perform and carry out contracts and agreements of every kind necessary or incidental to the offer and sale of limited partner interests in the Partnership, to the acquisition, holding and Transfer of Securities, or otherwise, to the accomplishment of the Partnership's purposes, and to take or omit to take such other action in connection with such offer and sale, with such acquisition, holding or Transfer, or with the business of the Partnership as may be necessary, desirable or convenient to further the purposes of the Partnership;

(j) to borrow money and to issue guarantees; and

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

SECTION 2

THE GENERAL PARTNER

2.1 MANAGEMENT. The management, control and operation of and the determination of policy with respect to the Partnership and its affairs shall be vested exclusively in the General

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

Partner (acting directly or through its duly appointed agents), which is hereby authorized and empowered on behalf and in the name of the Partnership, subject to Section 2.2 and the other terms of this Agreement, to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable, convenient or incidental thereto. The General Partner may exercise on behalf of the Partnership, and may delegate to the Manager, all of the powers set forth in Section 1.6, PROVIDED, that the management and the conduct of the activities of the Partnership shall remain the sole responsibility of the General Partner and all decisions relating to the selection and disposition of the Partnership's investments shall be made exclusively by the General Partner in accordance with this Agreement. The General Partner is hereby authorized to appoint a successor general partner.

2.2 LIMITATIONS ON THE GENERAL PARTNER. The General Partner shall not:

(a) do any act in contravention of any applicable law or regulation, or any provision of this Agreement or of the Statement;

(b) possess Partnership property for other than a Partnership purpose;

(c) admit any Person as a general partner of the Partnership except as permitted by this Agreement and the Partnership Law;

(d) admit any Person as a Limited Partner except as permitted by this Agreement and the Partnership Law;

(e) Transfer its interest in the Partnership except as permitted by this Agreement and the Partnership Law; or

(f) permit the registration or listing of interests in the Partnership on an "established securities market," as such term is used in Treasury Regulations section 1.7704-1.

2.3 RELIANCE BY THIRD PARTIES. In dealing with the General Partner and its duly appointed agents (including, without limitation, the Manager), no Person shall be required to inquire as to the General Partner's or any such agent's authority to bind the Partnership.

2.4 EXPENSES. All Partnership Expenses and Organizational Expenses shall be paid by the Partnership.

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Second Amended and Restated L.P. Agreement

2.5 LIABILITY OF THE GENERAL PARTNER AND THE MANAGER. (a) GENERAL. Except as provided in the Partnership Law, the General Partner has the powers, duties, responsibilities and liabilities of a partner in a partnership without limited partners (I) to the Partnership and the other Partners and (II) to Persons other than the Partnership and the other Partners. 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. No Partner shall be liable to the Partnership or any Partner for any action taken by any other Partner. To the extent that, at law or in equity, a Covered Person has duties and liabilities to the Partnership or to the Partners, such Covered Person acting under this Agreement or otherwise shall not be liable to the Partnership or any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent they expressly restrict, replace or modify the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to restrict, replace or modify such other duties and liabilities of such Covered Person. Except as otherwise expressly provided in this Agreement, the General Partner shall not be liable for the return of all or any portion of the Limited Partner's Capital Accounts or Capital Contributions.

(b) RELIANCE. A Covered Person (I) shall incur no liability in acting upon any signature or writing believed by it to be genuine, (II) 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 (III) 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, actuaries, auditors and other skilled Persons of its choosing, and shall not be liable for anything done, suffered or omitted in good faith 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 officers of the Covered Person. Except as otherwise provided in this Section 2.5, no Covered Person shall be liable to the Partnership or any Partner for any mistake of fact or judgment by the Covered Person in conducting the affairs of the Partnership or otherwise acting in respect of and within the scope of this Agreement. No Covered Person shall be liable for the return to any Limited Partner of all or any portion of any Limited Partner's Capital Account or Capital Contributions except as otherwise provided herein.

(c) DISCRETION. Whenever in this Agreement the General Partner or the Manager is permitted or required to make a decision (I) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude, the General Partner or the Manager, as the case may be shall be entitled to consider such interests and factors as it desires, including, without limitation, its own interests, or (II) in its "good faith" or under another expressed standard, the General

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

Partner or the Manager, as the case may be 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 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 Partner is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in good faith, and its determination and interpretation so made shall be final and binding on all parties.

2.6 CONFLICTS OF INTEREST. (a) POTENTIAL CONFLICTS OF INTEREST. While the Manager and the General Partner intend to avoid situations involving conflicts of interest, each Limited Partner acknowledges that there may be situations in which the interests of the Partnership, with respect to a Portfolio Company or otherwise, may conflict with the interests of the General Partner, a Senior Principal, the Manager or their respective Affiliates. Each Limited Partner agrees that the activities of the General Partner, a Senior Principal, the Manager, and their respective Affiliates not prohibited by this Agreement may be engaged in by the General Partner, any Senior Principal, the Manager or any such Affiliate, as the case may be, and will not, in any case or in the aggregate, be deemed a breach of this Agreement or any duty owed by any such Person to the Partnership or to any Partner.

(b) ACTUAL CONFLICTS OF INTEREST. On any issue involving actual conflicts of interest not provided for elsewhere in this Agreement, each of the Manager and the General Partner will be guided by its good faith judgment as to the best interests of the Partnership and shall take such actions as are determined by the Manager and the General Partner, as the case may be, to be necessary or appropriate to ameliorate any such conflict of interest and, in addition, may take such actions as may be permitted or required under the Institutional Fund Agreement. If the General Partner or the Manager takes an action in respect of a matter giving rise to a conflict of interest, neither the General Partner nor the Manager nor any of their respective Affiliates shall have any liability to the Partnership or any Limited Partner for actions in respect of such matter taken in good faith by them in the pursuit of their own respective interests.

2.7 TRANSFER OR WITHDRAWAL BY THE GENERAL PARTNER. To the extent permitted by law,

(a) the General Partner may at its election convert to a limited partnership, limited liability company or other entity formed under the laws of the Cayman Islands or any other jurisdiction, or

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Second Amended and Restated L.P. Agreement

(b) the General Partner may Transfer its interest as the general partner of the Partnership to, or be merged with and into, a limited partnership, limited liability company or other entity formed under the laws of the Cayman Islands or any other jurisdiction for the purpose of serving as the general partner of the Partnership,

but only if in any such case such conversion, Transfer or merger will not result in a Material Adverse Effect on the Partnership or on the Limited Partners (in their capacities as limited partners of the Partnership). Upon any such conversion to such a limited partnership, limited liability company or other entity, or any such Transfer by or merger of the General Partner to or with such a limited partnership, limited liability company or other entity, such limited partnership, limited liability company or other entity shall be deemed to be the same Person as the General Partner for all purposes of this Agreement. All Subscription Agreements applicable to the Partnership that are in effect at the time of any such conversion, Transfer or merger shall thereafter continue in full force and effect.

2.8 CERTAIN OTHER RELATIONSHIPS. MMC, the General Partner, the Manager, each Senior Principal, and any of their respective Affiliates, or any subset of the foregoing, may organize or sponsor, private investment funds, including, without limitation, funds having primary investment objectives and policies substantially the same as those of the Partnership. Other than as expressly contemplated herein, this Agreement shall not restrict or limit the activities of MMC, the General Partner, the Manager, any Senior Principal or any of their respective Affiliates.

SECTION 3

LIMITED PARTNERS

3.1 LIMITED PARTNERS. Limited Partners shall be divided into groups as follows:

(a) "EMPLOYER LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

(b) "PROFITS LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

(c) "CASH LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

The Associated Commitments of the Profits Limited Partners shall be associated on the records of the Partnership with the Capital Commitment of the relevant Employer Limited Partner.

3.2 NO PARTICIPATION IN MANAGEMENT, ETC. No Limited Partner, in its capacity as a limited partner of the Partnership, shall take part in the management or control of the Partnership's affairs, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. No Limited Partner shall have the right to vote for the election, removal or replacement of the General Partner. No provision of this Agreement shall obligate any Limited Partner to refer investments to the Partnership or restrict any investments that a Limited Partner may make.

3.3 LIMITATION OF LIABILITY. Except as may otherwise be provided by the Partnership Law or in Section 10.1(b) or Section 6.12 or otherwise herein, the liability of a Limited Partner for any loss of the Partnership shall not exceed the sum of (A) the amount of its Capital Commitment, if any, (B) its interest in the undistributed assets of the Partnership, (C) its obligation to make other payments expressly provided for in this Agreement, and (D) its liability under any applicable law, including without limitation the Partnership Law.

3.4 NO PRIORITY, ETC. No Limited Partner shall have priority over any other Limited Partner either as to the return of the amount of its Capital Contribution to the Partnership or, except as provided in Section 6, as to any allocation of income, gain, deduction or loss.

SECTION 4

INVESTMENTS

4.1 INVESTMENTS IN PORTFOLIO COMPANIES. (a) CO-INVESTMENT. The Partnership shall co-invest with the other Co-Investment Funds in a manner determined in the sole discretion of the General Partner to be in accordance with Section 4.7 of the Institutional Fund Agreement.

(b) REINVESTMENT. Proceeds from the disposition of Portfolio Investments (I) may be reinvested by the General Partner to the same extent that the general partner of the Institutional Fund is permitted by the Institutional Fund Agreement to reinvest proceeds from the disposition of portfolio investments of the Institutional Fund, and (II) subject to Section 5.5,

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

may be retained and used to make Portfolio Investments if the General Partner, in its sole discretion, determines that such retention and use would be reasonable in light of the timing and size of anticipated Portfolio Investments.

(c) SPECIAL INVESTMENT VEHICLE. If the General Partner determines for legal, tax, regulatory or other reasons that it is appropriate for any or all of the Partners to participate in one or more investments, each of which would be a Portfolio Investment if it were made by the Partnership, through an entity other than the Partnership, the General Partner may structure the making of such investment or investments outside of the Partnership by requiring each such Partner, subject to Section 5.2, to contribute capital to an alternative entity (each, a "SPECIAL INVESTMENT VEHICLE") that, in lieu of the Partnership, will invest in such investment or investments. In such event, (I) each such Partner shall make a capital commitment directly to such Special Investment Vehicle, subject to Section 5.2, and such capital commitment shall reduce the Capital Commitments of such Partner to the same extent, and (II) each Limited Partner shall participate in the Special Investment Vehicle pursuant to the Power of Attorney executed by such Limited Partner, and documentation with respect to such Special Investment Vehicle shall be executed and delivered on behalf of each such Limited Partner by the General Partner pursuant to such Power of Attorney. The economic terms of the organizational documents of any Special Investment Vehicle will be substantially similar in all material respects to those of the Partnership.

4.2 TEMPORARY INVESTMENTS. The General Partner may invest funds held by the Partnership in Temporary Investments pending investment in Portfolio Investments, pending distribution or for any other purpose.

SECTION 5

CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS

5.1 CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS OF THE PARTNERS. (a) CAPITAL CONTRIBUTIONS. Except as otherwise provided herein, each Partner (other than the Profits Limited Partners) shall make Capital Contributions to the Partnership in the aggregate amount of the Capital Commitment of such Partner as set forth opposite its name in the Partnership Register, PROVIDED that, except as otherwise provided herein, the Partners (other than the Profits Limited Partners) shall make such Capital Contributions to the Partnership (I) in respect of Portfolio Investments, PRO RATA based on the Capital Commitments or Remaining Capital Commitments, as determined with respect to each Portfolio Investment by the General Partner

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

in its sole discretion, of all the Partners (other than Defaulting Cash Limited Partners and Limited Partners (including, without limitation, an Employer Limited Partner in respect of an associated Profits Limited Partner) excused from making such a Capital Contribution pursuant to Section 5.2), and (II) in respect of Organizational Expenses and Partnership Expenses, PRO RATA based on the Capital Commitments of all the Partners (other than Defaulting Cash Limited Partners), and PROVIDED FURTHER that in respect of each Partner, such Partner's aggregate Capital Contributions shall not exceed such Partner's Capital Commitment.

(b) DRAWDOWNS. Except as otherwise provided herein, the Capital Contributions of each Partner (other than the Profits Limited Partners), shall be paid in separate Drawdowns, subject to the following terms and conditions:

(i) The General Partner shall provide each Employer Limited Partner and each Cash Limited Partner with a notice (as the same may be revised by the General Partner in its sole discretion, the "DRAWDOWN NOTICE") at least 3 days prior to the date of Drawdown. Each such Partner shall pay to the Partnership the Capital Contribution of such Partner as specified in the Drawdown Notice, in cash or other immediately available funds by the date of Drawdown specified in the Drawdown Notice.

(ii) Subject to Section 5.2, each Limited Partner (other than the Profits Limited Partners) shall pay to the Partnership the Capital Contribution of such Partner in respect of Portfolio Investments, Partnership Expenses or Organizational Expenses, as the case may be, as specified in the Drawdown Notice (as the same may be revised), in cash or other immediately available funds by the date of Drawdown specified in the Drawdown Notice.

(iii) Each Capital Contribution by an Employer Limited Partner in respect of a Capital Commitment shall be associated on the records of the Partnership with the Profits Limited Partner with which such Capital Commitment is associated.

(c) CREDITORS. The provisions of this Section 5.1 are intended solely to benefit the Partners 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 Capital Contributions or to cause the General Partner to deliver a Drawdown Notice.

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Second Amended and Restated L.P. Agreement

5.2 EXCUSED INVESTMENTS. The General Partner may, in its sole discretion, excuse, in whole or in part, any Limited Partner from participation in any Portfolio Investment if the General Partner, in its sole discretion, has determined that any such participation (I) may constitute a conflict of interest for such Limited Partner, the Partnership or any other Co-Investment Fund, (II) may subject such Limited Partner, the Partnership or any other Co-Investment Fund to a material tax or material regulatory requirement to which it or they would not otherwise be subject, or which is reasonably likely to materially increase any such material tax or material regulatory requirement beyond what it would otherwise have been, or (III) may cause a Material Adverse Effect. In the event that, pursuant to the immediately preceding sentence, the General Partner excuses a Profits Limited Partner with respect to participation in a Portfolio Investment, the Associated Contribution of the Employer Limited Partner associated with such Profits Limited Partner shall be excused. For the avoidance of doubt, there will be no reduction in the Remaining Associated Commitment of an Employer Limited Partner with respect to an excused Profits Limited Partner associated with such Employer Limited Partner.

5.3 DEFAULTING LIMITED PARTNERS. (a) CASH LIMITED PARTNERS. If any Cash Limited Partner fails to contribute, in a timely manner, any portion of the Capital Commitment required to be contributed by such Cash Limited Partner hereunder or pursuant to such Cash Limited Partner's Subscription Agreement, or any portion of the amounts determined pursuant to Section 10.1 to be required to be contributed by such Cash Limited Partner, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "CASH LIMITED PARTNER DEFAULT"), then such Cash Limited Partner (a "DEFAULTING CASH LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section
5.3. The General Partner may choose not to designate any such Cash Limited Partner as a Defaulting Cash Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Cash Limited Partner, subject to such conditions as the General Partner and the Defaulting Cash Limited Partner may agree upon. In the event that a Cash Limited Partner becomes a Defaulting Cash Limited Partner, (I) such a Defaulting Cash Limited Partner's Remaining Capital Commitment (the "DEFAULTED COMMITMENTS") shall be deemed to be zero (except that the General Partner, the Employer Limited Partners and the Cash Limited Partners that are not Defaulting Cash Limited Partners shall have an option, exercisable within ten Business Days following the date of the notice referred to in the first sentence of this Section 5.3(a), to assume the Defaulted Commitments, if any, of the Defaulting Cash Limited Partner, such Defaulted Commitments to be assumed in proportion to the Capital Commitments and/or Associated Commitments, as the case may be, of the Partners exercising such option (the "EXERCISING PARTNERS")), (II) such Defaulting Cash Limited Partner shall be entitled to receive only one-half of the distributions that it would have been entitled to receive had it not become a Defaulting Cash Limited Partner, and the other

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Second Amended and Restated L.P. Agreement

one-half of such distributions (the "FORFEITED DISTRIBUTIONS") shall be made in accordance with this Section 5.3(a), and (III) such Defaulting Cash Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment for which such Defaulting Cash Limited Partner failed to contribute when due any portion of such Defaulting Cash Limited Partner's Capital Commitment or any Portfolio Investment made on or after such date. The Forfeited Distributions of a Defaulting Cash Limited Partner pursuant to this
Section 5.3(a) shall be applied as follows when and as amounts become distributable: FIRST, to the Partnership in an amount equal to the Organizational Expenses and Partnership Expenses, in each case as estimated in good faith by the Manager, attributable to such Defaulting Cash Limited Partner's Capital Commitment for the period from the date of Cash Limited Partner Default through the end of the Term, and SECOND, to the Exercising Partners in accordance with the respective Capital Commitments and/or Associated Commitments, as the case may be, of such Partners, or, if there are no Exercising Partners, to all Partners other than any Limited Partner, Cash Limited Partner, or Profits Limited Partner in default in accordance with their respective Capital Commitments and/or Associated Commitments, as the case may be. In addition, such Defaulting Cash Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Cash Limited Partner would be required to make to the Partnership pursuant to
Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Cash Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with
Section 13. Notwithstanding any other provision of this Section 5.3(a), the obligations of any Defaulting Cash Limited Partner to the Partnership hereunder shall not be extinguished as a result of the operation of this Section 5.3(a). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the default of a Defaulting Cash Limited Partner.

(b) PROFITS LIMITED PARTNERS. If any Profits Limited Partner (A) fails to make, in a timely manner, any contributions required to be made by such Limited Partner pursuant to Section 6.12 or Section 10.1(b), or (B) fails to defer compensation at the time and in the amount required by the M&M Capital Plan, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "PROFITS LIMITED PARTNER DEFAULT"), then such Limited Partner (a "DEFAULTING PROFITS LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section 5.3(b). To the extent permitted by the M&M Capital Plan, the General Partner may choose not to designate any Profits Limited Partner as a Defaulting Profits Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Profits Limited Partner, subject to such conditions as the General Partner and the Defaulting Profits Limited Partner may agree upon. Except as may be otherwise provided in this Agreement, in

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

the event that a Profits Limited Partner becomes a Defaulting Profits Limited Partner, (I) such a Defaulting Profits Limited Partner's interest in the Partnership attributable to such Defaulting Profits Limited Partner's unfunded deferral under the M&M Capital Plan would be purchased by the relevant Employer Limited Partner or its designee for $1.00, and (II) such Defaulting Profits Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment made on or after the date on which such Defaulting Profits Limited Partner failed to make deferrals when due under the M&M Capital Plan. For the avoidance of doubt, amounts deferred pursuant to the M&M Capital Plan by a Profits Limited Partner but not yet invested in Portfolio Investments at the time of a Profits Limited Partner Default by such Profits Limited Partner shall not be invested in Portfolio Investments. In addition, such Defaulting Profits Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Profits Limited Partner would be required to make to the Partnership pursuant to Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Profits Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13, and such Defaulting Profits Limited Partner's contribution in respect of Section 6.12 shall be distributed to its associated Employer Limited Partner. In addition, the Defaulting Profits Limited Partner may be required to purchase the portion of the interest of its associated Employer Limited Partner in the Partnership attributable to any outstanding Advance made by such Employer Limited Partner, in accordance with the provisions of sections 8.2 and 8.3 of the M&M Capital Plan. Notwithstanding any other provision of this Section 5.3(b), the obligations of any Defaulting Profits Limited Partner to the Partnership hereunder shall not be extinguished as a result of the operation of this Section
5.3(b). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the Profits Limited Partner Default of a Defaulting Profits Limited Partner.

5.4 TERMINATION OF EMPLOYMENT (OTHER THAN TIER 1 LIMITED PARTNERS). (a) TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Cash Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) dies or is terminated as an employee or consultant of an Employer Limited Partner by reason of such Limited Partner's Total Disability or Retirement, such Cash Limited Partner or Profits Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Profits Limited Partner, the Employer Limited Partner associated with such terminated Profits Limited Partner) purchase, or designate a purchaser for, all or a portion of the interest in the Partnership of such Limited Partner, and in the case of a Cash Limited Partner, terminate such Cash Limited Partner's

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Second Amended and Restated L.P. Agreement

obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but have no obligation to grant any such request. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee, shall provide notice no later than 90 days after such request is made and shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership (or a greater amount agreed to by the General Partner or the Employer Limited Partner, as the case may be) within 60 days of such notice. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated Cash Limited Partner or Profits Limited Partner shall contribute to the Partnership (or the Partnership shall withhold from distributions otherwise due to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Without duplication, the obligations of such terminated Limited Partner pursuant to
Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

(b) OTHER TERMINATION. If a Cash Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) is terminated as an employee of or consultant to an Employer Limited Partner for a reason other than death, Total Disability or Retirement, the General Partner (or in the case of such a terminated Profits Limited Partner, the Employer Limited Partner associated with such terminated Profits Limited Partner) will have the right, but not the obligation, to purchase or designate a purchaser for the interest in the Partnership of such Limited Partner at any time after such termination. If such termination is an involuntary termination without an M&M Capital Cause Determination or is a voluntary termination, the purchase price for such Limited Partner's interest shall be the fair market value of such interest, which 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 selected by the General Partner (or the Employer Limited Partner, as the case may be) and approved by the Limited Partner, which approval shall not be unreasonably withheld. The cost of such appraisal shall be shared equally by the General Partner (or the Employer Limited Partner, as the case may be) and the Limited Partner. If the employment of a Limited Partner is terminated due to an involuntary termination with an M&M Capital Cause

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Second Amended and Restated L.P. Agreement

Determination, the purchase price for such Limited Partner's interest in the Partnership shall be the lesser of (I) an amount equal to the aggregate Capital Contributions made by such Limited Partner to the Partnership, (II) the Value of such interest or (III) the fair market value of such interest determined by an independent appraiser selected by the General Partner (or the Employer Limited Partner, as the case may be). Fair market value as of any date shall be determined as if the Partnership had been liquidated in an orderly manner as of such date. Upon any such purchase of a Limited Partner's interest in the Partnership, such Limited Partner shall have no further interest in the Partnership. In the absence of any such purchase of a Limited Partner's interest in the Partnership, such Limited Partner shall remain a Limited Partner in the Partnership and shall remain subject to all provisions of this Agreement, PROVIDED that such Limited Partner shall have no rights under Section 8.2(b). In addition, unless the General Partner in its sole discretion determines otherwise, the obligation of such a terminated Cash Limited Partner to make further Capital Contributions to the Partnership in respect of his or her Capital Commitment to fund Portfolio Investments made after the date of such Cash Limited Partner's termination will terminate, PROVIDED that if such obligation is not to be so terminated, notice that such obligation will continue will be given to such Cash Limited Partner within 180 days of the termination of employment of such Cash Limited Partner. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated Cash Limited Partner or Profits Limited Partner shall contribute to the Partnership (or the Partnership shall withhold from distributions otherwise due to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with
Section 13. Without duplication, the obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

5.5 TERMINATION OF A TIER 1 LIMITED PARTNER. (a) TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Tier 1 Limited Partner dies or is terminated as an employee of or consultant to an Employer Limited Partner by reason of such Tier 1 Limited Partner's Total Disability or Retirement, such Tier 1 Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Tier 1 Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Tier 1 Profits Limited Partner, its associated Employer Limited Partner) purchase or designate a purchaser for, all or a portion of the interest in the Partnership of such Tier 1 Limited Partner. The General Partner and the affected Employer Limited Partner may grant such request in

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

whole or in part, but have no obligation to do so. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee shall provide notice no later than 90 days after such request is made, and shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership within 60 days of such notice. In addition, a Tier 1 Cash Limited Partner or his or her estate or legal representative may elect to terminate such Tier 1 Cash Limited Partner's obligation to make future Capital Contributions to the Partnership, in respect of any amount of his or her Capital Commitment which exceeds $2.5 million, to fund Portfolio Investments made after the date of such election. The obligations of such terminated Limited Partner pursuant to Section 6.11(d),
Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

(b) OTHER TERMINATION. If a Tier 1 Limited Partner is terminated as an employee or consultant for a reason other than death, Total Disability or Retirement, the General Partner (or in the case of a Tier 1 Profits Limited Partner, the Employer Limited Partner associated with such Tier 1 Profits Limited Partner) may, but only with the consent of such Tier 1 Limited Partner, purchase or designate a purchaser for the interest in the Partnership of such Tier 1 Limited Partner at a purchase price that is mutually agreed upon but which shall not be less than the Value of such interest. In addition, unless both the General Partner and a terminated Tier 1 Cash Limited Partner agree otherwise, the Remaining Capital Commitments of such Tier 1 Cash Limited Partner shall be reduced to zero and such terminated Tier 1 Cash Limited Partner shall have no further obligation to make Capital Contributions to the Partnership. Without duplication, the obligations of such terminated Tier 1 Cash Limited Partner pursuant to Section 6.11(d), Section 6.12, and Section 10.1(b), as applicable, shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership. Upon termination of the employment of a Tier 1 Limited Partner, such Tier 1 Limited Partner or representative thereof, can require (I) that Distributable Cash apportioned to such Tier 1 Limited Partner be distributed promptly, and (II) that proceeds from the disposition of Portfolio Investments apportioned to such Limited Partner shall not be reinvested pursuant to Section 4.1(b).

(c) COMMITMENTS. In the event the Capital Commitments of any Tier 1 Cash Limited Partner are reduced pursuant to Section 5.5, the Employer Limited Partner will assume such Capital Commitments to the extent required to ensure that the Capital Commitments of the Tier 1 Cash Limited Partners, aggregated with the Capital Commitments of the Employer Limited Partner associated with the Tier 1 Profits Limited Partners and with the capital commitments of the Senior Principals and their estate planning vehicles to Trident Capital II, L.P., equal at least $20 million.

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

5.6 SPECIAL CONSEQUENCES OF TERMINATION OF ANY PROFITS LIMITED PARTNER. If, for any reason, a Profits Limited Partner is terminated as an employee of or consultant to its associated Employer Limited Partner, there are additional consequences as set forth in the M&M Capital Plan. Such Profits Limited Partner will have an interest only in Portfolio Investments that were made during the period when the Profits Limited Partner made deferrals when due under the M&M Capital Plan. The Employer Limited Partner associated with such terminated Profits Limited Partner will purchase the portion of such Profits Limited Partner's interest in the Partnership attributable to such terminated Profits Limited Partner's unpaid deferral under the M&M Capital Plan for $1.00, and such terminated Profits Limited Partner's obligation to make further deferrals under the M&M Capital Plan will be reduced to zero. If, at the time the employment of a Profits Limited Partner with M&M Capital is terminated, (I) such Profits Limited Partner has not deferred an amount under the M&M Capital Plan at least equal to the amount of such Profits Limited Partner's Associated Commitment, and (II) the amount, if any, of the Capital Contributions of such Employer Limited Partner in respect of the associated Profits Limited Partner's interest in the Partnership exceeds the amount such Profits Limited Partner has deferred under the M&M Capital Plan, then such Employer Limited Partner may, in its discretion, require the Profits Limited Partner to purchase, for cash, the portion of such Employer Limited Partner's interest in the Partnership attributable to such excess Capital Contributions of such Employer Limited Partner in accordance with the provisions of sections 8.2 and 8.3 of the M&M Capital Plan.

5.7 FURTHER ACTIONS. To the extent necessary in the sole discretion of the General Partner, the General Partner shall cause this Agreement to be amended, without the need for any further act, vote or approval of any other Partner or Person, to reflect as appropriate the occurrence of any of the transactions referred to in this Section 5 or in Section 11 as promptly as is practicable after such occurrence.

SECTION 6

CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS; WITHHOLDING

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

6.2 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 each item of the Partnership's income and gain for such

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Second Amended and Restated L.P. Agreement

Period (allocated in accordance with Section 6.9) and (II) the Capital Contributions, if any, made by such Partner during such Period and (B) decreasing such balance by (I) the amount of cash or the Value of Securities or other property distributed or deemed distributed to such Partner pursuant to
Section 6 or Section 8 and (II) such Partner's allocable share of each item of the Partnership's deduction or loss for such Period (allocated in accordance with Section 6.10). Each Partner's Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement.

6.3 DISTRIBUTIONS. Distributable Cash attributable to any Portfolio Investment shall initially be apportioned among the Partners in proportion to their Sharing Percentages for such Portfolio Investment. Distributable Cash not attributable to a Portfolio Investment shall be apportioned among the Partners (other than the Employer Limited Partners) in proportion to their respective Capital Contributions giving rise to the Distributable Cash (or, in the case of a Profits Limited Partner, the Capital Contributions of the Employer Limited Partner associated with such Profits Limited Partner). Except as otherwise provided herein, Distributable Cash apportioned to the General Partner shall be distributed to the General Partner and Distributable Cash apportioned to a Cash Limited Partner shall be distributed to such Cash Limited Partner. Except as otherwise provided herein, Distributable Cash apportioned to a Profits Limited Partner shall be distributed as follows:

FIRST, 100% to the Employer Limited Partner associated with such Profits Limited Partner until the cumulative amount distributed to such Employer Limited Partner in respect of such Profits Limited Partner pursuant to this paragraph First is equal to the sum of (I) the aggregate Capital Contributions of such Employer Limited Partner associated with such Profits Limited Partner used to fund the cost of such Portfolio Investment and each other Portfolio Investment previously disposed of, or used to fund Partnership Expenses and Organizational Expenses, and (II) such additional amount as is necessary to provide such Employer Limited Partner with a rate of return on such Capital Contributions equal to the AFR Rate (such sum, the "AFR RETURN"); and

SECOND, to such Profits Limited Partner.

6.4 TAX DISTRIBUTIONS. Notwithstanding Section 6.3, the Partnership may, either prior to, together with or subsequent to any distribution of Distributable Cash pursuant to Section 6.3 with respect to a Portfolio Investment, make distributions to all Partners (other than any Defaulting Cash Limited Partners or Defaulting Profits Limited Partners), regardless of their tax status, in amounts intended to enable such Partners (or any Person whose tax liability is determined by reference to the income of any such Partner) to discharge their United States

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Second Amended and Restated L.P. Agreement

federal, state and local (and, in the discretion, of the General Partner, non-U.S.) income tax liabilities arising from the allocations and distributions made (or to be made) pursuant to this Agreement with respect to such Portfolio Investment. The amount distributable pursuant to this Section 6.4 shall be determined by the General Partner in its sole discretion, taking into account the maximum combined United States federal, New York State and New York City tax rates applicable to individuals or corporations (whichever is higher) on ordinary income and capital gain (taking into account the applicable holding period), as the case may be, and the amounts of ordinary income and capital gain allocated to the Partners pursuant to this Agreement, and otherwise based on such reasonable assumptions as the General Partner determines in good faith to be appropriate (and the assumptions described in this sentence shall be applied equally to each Partner regardless of its tax status). The amount distributable to any Partner pursuant to any clause of Section 6.3 shall be reduced by the amount distributed to such Partner pursuant to this Section 6.4, and the amount so distributed under this Section 6.4 shall be deemed to have been distributed to the extent of such reduction pursuant to such clause of Section 6.3 for purposes of making the calculations required by Section 6.3.

6.5 OTHER PROVISIONS. (a) AVAILABLE ASSETS. Notwithstanding any other provision of this Agreement, distributions shall be made only to the extent of Available Assets and in compliance with the Partnership Law.

(b) DISPOSITION OF PORTION OF PORTFOLIO INVESTMENT. If less than all of the Portfolio Investments in a Portfolio Company are disposed of by the Partnership, the portion disposed of and the portion retained shall for purposes of Sections 6 and 10 (including for purposes of applying the definitions used therein) be deemed to be two separate Portfolio Investments. Any Capital Contributions, allocations or distributions made with respect to such Portfolio Investment shall be allocated between the portion disposed of and the portion retained PRO RATA in proportion to their respective purchase prices.

(c) DEFERRAL OF DISTRIBUTIONS IN CONNECTION WITH OUTSTANDING ADVANCES. Notwithstanding paragraph Second of Section 6.3, if an Employer Limited Partner shall have notified the Partnership that, pursuant to the M&M Capital Plan, an Advance has been made to any Profits Limited Partner associated with such Employer Limited Partner, then an amount equal to the amount of such Advance shall be retained in the Partnership and not distributed to such Profits Limited Partner until such Employer Limited Partner shall have notified the Partnership that the Advance is no longer outstanding, at which time such amount (together with any earnings thereon) shall be distributed to such Profits Limited Partner. Any amount so withheld shall be invested by the Partnership in Temporary Investments for the account of the holder of such Profits Limited Partner.

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6.6 DISTRIBUTIONS OF SECURITIES. Except in connection with the dissolution and liquidation of the Partnership as provided in Section 13, the General Partner shall not make any distributions in kind except to the extent the general partner of the Institutional Fund is permitted to make distributions in kind as provided in the Institutional Fund Agreement and as set forth herein. In the event that a distribution of Securities is made, such Securities shall be deemed to have been sold at their Value and the proceeds of such sale shall be deemed to have been distributed to the Partners for all purposes of this Agreement.

6.7 NEGATIVE CAPITAL ACCOUNTS. Except as provided by Section 6.12, no Limited Partner shall, and except as otherwise required by law the General Partner shall not, be required to make up a negative balance in its Capital Account.

6.8 NO WITHDRAWAL OF CAPITAL. Except as otherwise expressly provided herein, no Partner shall have the right to withdraw capital from the Partnership or to receive any distribution of or return on such Partner's Capital Contributions.

6.9 ALLOCATIONS. Each item of income, gain, loss and deduction of the Partnership (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Partners with respect to each Period as of the end of such Period in a manner that as closely as possible gives economic effect to the provisions of Sections 6 and 13 and the other relevant provisions of this Agreement.

6.10 TAX MATTERS. Except as otherwise provided herein, 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 Partner shall have the power in its sole discretion 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. Tax credits shall be allocated in good faith by the General Partner. All matters concerning allocations for United States federal, state and local and non-U.S. income tax purposes, including, without limitation, accounting procedures, not expressly provided for by the terms of this Agreement shall be determined in good faith by the General Partner. The General Partner may, in its sole discretion, cause the Partnership to make the election under section 754 of the Code. The General Partner is hereby designated as the "tax matters partner" of the Partnership, as

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provided in the Treasury Regulations pursuant to section 6231 of the Code (and any similar provisions under any other state or local or non-U.S. tax laws). Each Partner hereby consents to such designation and agrees that upon the request of the General Partner it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Either the General Partner 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 the General Partner 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 the General Partner is hereby authorized to execute and file such Form for all of the Partners. The General Partner shall not subsequently elect to change such classification. The 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. The Partnership shall not participate in the establishment of an "established securities market" (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a "secondary market or the substantial equivalent thereof" (within the meaning of section 1.7704-1(c) of the Treasury Regulations) or, in either case, the inclusion of interests in the Partnership thereon.

6.11 WITHHOLDING TAXES. (a) AUTHORITY TO WITHHOLD; TREATMENT OF WITHHELD TAX. 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 or any of its Affiliates (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 participation in the Partnership (including as a result of a distribution in kind). 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 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 of Distributable Cash pursuant to the relevant clause of Section 6.3 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 cash distribution but for such withholding. To the extent that such deemed payment exceeds the cash distribution that such Partner would have received at such time but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt payment to the Partnership of such amount by wire transfer. The Partnership may hold back from any distribution in kind

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property having a Value equal to the amount of taxes withheld or otherwise paid until the Partnership has received such payment.

(b) WITHHOLDING TAX RATE. Any withholdings referred to in this
Section 6.11 shall be made at the maximum applicable statutory rate under the applicable tax law unless the General Partner shall have received an opinion of counsel or other evidence, satisfactory to the General Partner, to the effect that a lower rate is applicable, or that no withholding is applicable.

(c) WITHHOLDING FROM DISTRIBUTIONS TO THE PARTNERSHIP. In the event that the Partnership receives a distribution from or in respect of which tax has been withheld, the Partnership shall be deemed to have received cash in an amount equal to the amount of such withheld tax, and each Partner shall be deemed to have received as a distribution of Distributable Cash pursuant to the relevant clause of Section 6.3 the portion of such amount that is attributable to such Partner's interest in the Partnership as equitably determined by the General Partner.

(d) INDEMNIFICATION. Each Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Partnership and the General Partner against all claims, liabilities and expenses of whatever nature relating to the Partnership's or the General Partner's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Partnership or the General Partner as a result of such Partner's participation in the Partnership. In addition, the Partnership shall, hereby or pursuant to a separate indemnification agreement and to the fullest extent permitted by applicable law, indemnify and hold harmless each Portfolio Company and any other Covered Person who is or who is deemed to be the responsible withholding agent for United States federal, state or local or non-U.S. income tax purposes (other than any Covered Person that is indemnified by each Partner pursuant to the previous sentence) against all claims, liabilities and expenses of whatever nature relating to such Portfolio Company's or Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by such Portfolio Company or Covered Person, as the case may be, as a result of the participation in the Partnership of a Partner (other than such Covered Person). If, pursuant to a separate indemnification agreement or otherwise, the Partnership shall indemnify or be required to indemnify any Portfolio Company or Covered Person against any claims, liabilities or expenses of whatever nature relating to such Portfolio Company's or Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by such Portfolio Company or 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.

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6.12 CLAWBACK BY PROFITS LIMITED PARTNERS. If, as of the date of the dissolution of the Partnership, prior to the application of this Section 6.12, the aggregate amount distributed pursuant to Section 6 or Section 13 to an Employer Limited Partner with respect to any Profits Limited Partner associated with such Employer Limited Partner is not sufficient to provide the AFR Return attributable to such Profits Limited Partner, such Profits Limited Partner shall contribute to the Partnership an amount that equals the amount of such shortfall and the Partnership shall, subject to Section 6.11 and applicable law, distribute such amount to such Employer Limited Partner.

6.13 FINAL DISTRIBUTION. The final distributions following dissolution shall be made in accordance with the provisions of Section 13.2.

SECTION 7

THE MANAGER

7.1 APPOINTMENT OF MANAGER. The Partnership will appoint the Manager to act as the investment advisor to and the manager of the Partnership pursuant to a separate agreement, which shall provide to the following effect:

(a) The Manager shall manage the operations of the Partnership, shall have the right to execute and deliver documents of the Partnership in lieu of the General Partner and shall have discretionary authority with respect to investments of the Partnership, including, without limitation, the authority to evaluate, monitor, exercise voting rights, liquidate and take other appropriate action with respect to investments on behalf of the Partnership, PROVIDED that the management and the conduct of the activities of the Partnership shall remain the sole responsibility of the General Partner and all decisions relating to the selection and disposition of the Partnership's investments shall be made exclusively by the General Partner in accordance with this Agreement and subject to the Investment Guidelines. The Manager shall perform its duties hereunder or under the separate agreement in accordance with the Investment Guidelines. Appointment of the Manager by the Partnership shall not relieve the General Partner from its obligations to the Partner ship hereunder or under the Partnership Law.

(b) The Manager shall act in conformity with this Agreement and with the instructions and directions of the General Partner. The Manager shall serve without fee.

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The engagement by the Partnership of the Manager contemplated hereby may be set forth in a separate management agreement specifying in further detail the rights and duties of the Manager. Such engagement, whether or not set forth in such a management agreement, shall terminate upon the filing of a notice of dissolution of the Partnership as described in Section 13.4(b).

SECTION 8

BANKING; ACCOUNTING; BOOKS AND RECORDS;
ADMINISTRATIVE SERVICES

8.1 BANKING. All funds of the Partnership may be deposited in such bank, brokerage or money market accounts as shall be established by the General Partner. Withdrawals from and checks drawn on any such account shall be made upon such signature or signatures as the General Partner may designate.

8.2 MAINTENANCE OF BOOKS AND RECORDS; ACCESS. (a) MAINTENANCE. The General Partner shall keep or cause to be kept complete records and books of account. Such books and records shall be maintained in accordance with the provisions of the Institutional Fund Agreement applicable to the records and books of account of the Institutional Fund as if such provisions were applicable to the Partnership. The books and records required by law to be maintained at the registered office of the Partnership shall be so maintained pursuant to the provisions of the Partnership Law.

(b) ACCESS. Such books and records shall be available, upon five Business Days' notice to the General Partner, for inspection and copying at reasonable times during normal business hours by a Limited Partner or its duly authorized agents or representatives for any purpose reasonably related to such Limited Partner's interest as a limited partner in the Partnership.

8.3 PARTNERSHIP TAX RETURNS. The General Partner shall cause the Partnership initially to elect the Fiscal Year as its taxable year and shall cause to be prepared and timely filed all tax returns required to be filed for the Partnership in the jurisdictions in which the Partnership conducts business or derives income for all applicable tax years.

8.4 VALUATION. For all purposes of this Agreement, "VALUE" shall mean, with respect to any assets or Securities, including but not limited to any Portfolio Investment, owned (directly or indirectly) by the Partnership at any time, the fair market value of such asset or Security, as

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determined by the General Partner in its sole discretion, and, if a Portfolio Investment was made prior to the Partnership's last fiscal quarter end, fair market value with respect to such Portfolio Investment generally shall be the valuation set forth for such Portfolio Investment in the Partnership's financial statements (as of such immediately preceding fiscal quarter end). The valuation may, in the discretion of the General Partner, be made by independent third parties appointed by the General Partner and deemed qualified by the General Partner to render an opinion as to the value of the Partnership assets as of any date, using such methods and considering such information relating to the investments, assets and liabilities of the Partnership as such Persons may deem appropriate.

SECTION 9

REPORTS TO PARTNERS

9.1 INDEPENDENT AUDITORS. The books of account and records of the Partner ship shall be audited as of the end of each Fiscal Year by such recognized accounting firm as shall be selected by the General Partner. The Partnership's independent public accountants shall be a recognized independent public accounting firm selected from time to time by the General Partner in its sole discretion.

9.2 REPORTS TO CURRENT PARTNERS. As soon as practicable after the end of each Fiscal Year, the General Partner shall prepare and mail or cause to be prepared and mailed to each Limited Partner audited financial statements of the Partnership. If a Limited Partner so requests in writing, the Partnership shall provide to each Limited Partner on a timely basis, all reports sent (after the date of such request) to the limited partners of the Institutional Fund pursuant to the limited partnership agreement of the Institutional Fund.

9.3 UNITED STATES FEDERAL INCOME TAX INFORMATION. The General Partner shall use its commercially reasonable best efforts to send, no later than 90 days after the end of each Fiscal Year, to each Limited Partner (or its legal representatives) and to each other Person that was a Limited Partner at any time during such Fiscal Year (or its legal representatives), a Schedule K-1, "Partner's Share of Income, Credits, Deductions, Etc.," to United States Internal Revenue Service Form 1065, "U.S. Partnership Return of Income," or any successor schedule or form, filed by the Partnership, for such Person.

9.4 ADDITIONAL INFORMATION. The General Partner shall promptly provide to any Tier 1 Limited Partner who so requests in writing such additional information concerning the

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Partnership as such Tier 1 Limited Partner may reasonably find relevant to the interests in the Partnership held by such Tier 1 Limited Partner.

SECTION 10

INDEMNIFICATION OF COVERED PERSONS

10.1 INDEMNIFICATION OF COVERED PERSONS, ETC. (a) INDEMNIFICATION GENERALLY. The Partnership and each Partner 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 (including, but not limited to, Claims arising out of the disposition of any Portfolio Company), 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 10.1, and all expenses referred to in Section 10.2, referred to as "DAMAGES"), except to the extent that it shall have been determined ultimately by a court of competent jurisdiction that such Damages arose primarily from the Disabling Conduct of such Covered Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that such Covered Person has engaged in Disabling Conduct or any Damages relating to such settlement arose primarily from the Disabling Conduct of any Covered Person. The provisions of this Section 10 shall survive the termination, dissolution and winding-up of the Partnership.

(b) CONTRIBUTION. Notwithstanding any other provision of this Agreement, at any time and from time to time and prior to the third anniversary of the last day of the Term, the General Partner may require the Partners to contribute to the Partnership an amount sufficient to satisfy all or any portion of the indemnification obligations of the Partnership pursuant to Section 10.1(a), whether such obligations arise before or after the last day of the Term, or with respect to any Person who is a Partner, before or after such Person ceases to be a Partner,

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PROVIDED that each Partner shall make such contributions in respect of its share of any such indemnification obligations made or required to be made as follows:

(i) if the Claims or Damages so indemnified against arise out of a Portfolio Investment by each Partner to which Distributable Cash was distributed in connection with such Portfolio Investment, in such amounts as shall result in each Partner retaining from such Distributable Cash the amount that would have been distributed to such Partner had the amount of Distributable Cash been, at the time of such distribution, reduced by the amount of such indemnification obligations, as equitably determined by the General Partner, and

(ii) in any other circumstances, by the Partners (other than the Employer Limited Partners) in proportion to their Capital Commitments and/or Associated Commitments, as the case may be.

Any distributions returned pursuant to this Section 10.1(b) shall not be treated as Capital Contributions, but shall be treated as returns of distributions and reductions in Distributable Cash, in making subsequent distributions pursuant to Sections 6.3 and 13.2. Notwithstanding anything in this Section 10 to the contrary, a Partner's liability under the first sentence of this Section 10.1(b) is limited to an amount equal to the sum of all distributions received by such Partner from the Partnership. Nothing in this Section 10.1(b), express or implied, is intended or shall be construed to give any Person other than the Partnership or the Partners any legal or equitable right, remedy or claim under or in respect of this Section 10.1(b) or any provision contained herein.

(c) NO DIRECT LIMITED PARTNER INDEMNITY. Limited Partners shall not be required directly to indemnify any Covered Person under this Section 10.1.

10.2 EXPENSES, ETC. To the fullest extent permitted by applicable law, 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 by a court of competent jurisdiction 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. All judgments against the Partnership, and all judgments against the

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Partnership and either or both of the General Partner and/or the Manager in respect of which the General Partner and/or the Manager are/is entitled to indemnification, shall first be satisfied from Partnership assets (including, without limitation, Capital Contributions and any payments under Section 10.1(b)), before the General Partner or the Manager, as the case may be, is responsible therefor.

10.3 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 10, 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 shall 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 of such Proceeding, the Partnership shall not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. The Partnership shall 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.

10.4 NO WAIVER. Nothing contained in this Section 10 shall constitute a waiver by any Partner of any right that it may have against any party under United States federal or state securities, Cayman Islands or other non-U.S. laws.

10.5 RETURN OF DISTRIBUTIONS. At any time for a period of three years after the last day of the Term, each Person who was a Partner (other than an Employer Limited Partner) shall severally indemnify and hold harmless each Covered Person for such Partner's ratable share of Damages (based on the aggregate distributions received directly or indirectly by all Partners), on the same terms and, to the same extent and with the same limitations as if such indemnity were given by the Partnership pursuant to Section 10.1(a) but without regard to Section 10.1(b), Section 10.2, or Section 10.3. The aggregate amount of a Partner's obligations under this Section 10.5 shall not exceed the amount of distributions from the Partnership theretofore received by such Partner.

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10.6 INDEMNIFICATION OF COVERED PERSONS. The General Partner is hereby instructed to cause the Partnership to indemnify, hold harmless and release each Covered Person, and authorized to cause the Partnership to indemnify, hold harmless and release any other Person, in each case pursuant to a separate indemnification agreement and on such terms as it may in its absolute discretion deem appropriate. It is the express intention of the parties hereto that (A) the provisions of this Section 10 for the indemnification of Covered Persons may be relied upon by such Covered Persons and may be enforced by such Covered Persons (or by the General Partner on behalf of any such Covered Person, PROVIDED that the General Partner shall not have any obligation to so act for or on behalf of any such Covered Person) against the Partnership and the Partners pursuant to this Agreement or to a separate indemnification agreement, as if such Covered Persons were parties hereto, and (B) notwithstanding the provisions of Section 16.7, the term "gross negligence" shall have the meaning given such term under the laws of the State of Delaware.

SECTION 11

TRANSFER OF LIMITED PARTNERSHIP INTERESTS;
WITHDRAWAL OF LIMITED PARTNERS

11.1 ADMISSION, SUBSTITUTION AND WITHDRAWAL OF LIMITED PARTNERS;
ASSIGNMENT. (a) GENERAL. Except as set forth in Section 5 or in this Section 11, no Additional Limited Partners may be admitted to, and no Limited Partner may withdraw from, the Partnership prior to the dissolution and winding-up of the Partnership. Except as set forth in this Section 11 no Limited Partner shall sell, transfer, assign, convey, pledge, mortgage, encumber, hypothecate or otherwise dispose of ("TRANSFER") all or any part of its interest in the Partnership, PROVIDED that any Limited Partner may, with the prior written consent of the General Partner (which consent may be withheld in the sole and absolute discretion of the General Partner) and upon compliance with Sections 11.1(b) and (c), Transfer all or a portion of such Limited Partner's interest in the Partnership.

(b) CONDITIONS TO TRANSFER. Any purported Transfer by a Limited Partner pursuant to the terms of this Section 11 shall, in addition to requiring the prior written consent referred to in Section 11.1(a), be subject to the satisfaction of the following conditions:

(i) the Limited Partner that proposes to effect such a Transfer (a "TRANSFEROR") or the Person to whom such Transfer is made (a "TRANSFEREE") shall pay all expenses

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incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith;

(ii) the Partnership shall receive from the Transferee (and in the case of clause (C) below, from the Transferor to the extent specified by the General Partner) (A) such documents, instruments and certificates as may be requested by the General Partner, pursuant to which such Transferee shall become bound by this Agreement, including, without limitation, a counterpart of this Agreement executed by or on behalf of such Transferee, (B) a certificate to the effect that the representations set forth in the Subscription Agreement of such Transferee are (except as otherwise disclosed to the General Partner) true and correct with respect to such Transferee as of the date of such Transfer and (C) such other documents, opinions, instruments and certificates as the General Partner shall request;

(iii) such Transferor or Transferee shall, prior to making any such Transfer, deliver to the Partnership the opinion of counsel described in Section 11.1(c);

(iv) the General Partner may, in its sole discretion, require any Limited Partner wishing to make a Transfer under this Section 11 or such Transferee to pay to the Partnership such amount in immediately available funds as is sufficient to cover all expenses incurred by or on behalf of the Partnership in connection with such substitution or Transfer, and in connection therewith, to execute and deliver such documents, instruments, certificates and opinions of counsel as the General Partner shall request;

(v) the General Partner shall be given at least 30 days' prior written notice of such desired Transfer;

(vi) the Transferor and the Transferee shall each provide a certificate to the effect that (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers (including, without limitation, NASDAQ or a foreign equivalent thereto) and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of, (1) a Person, such as a broker or a dealer, making a market in interests in the Partnership or (2) a Person who makes available to the public bid or offer quotes with respect to interests in the Partnership;

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(vii) such Transfer will not be effected on or through an "established securities market" or a "secondary market or the substantial equivalent thereof," as such terms are used in section 1.7704-1 of the Treasury Regulations; and

(viii) such Transfer would not result in the Partnership at any time during its taxable year having more than 100 partners 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).

The General Partner may waive any or all of the conditions set forth in this
Section 11.1(b) (other than clause (vii) hereof) if in its sole discretion, it deems it in the best interest, or not opposed to the interest, of the Partnership to do so.

(c) OPINION OF COUNSEL. The opinion of counsel referred to in
Section 11.1(b)(iii) shall be in form and substance satisfactory to the General Partner, shall be from counsel satisfactory to the General Partner and shall be substantially to the effect that (unless specified otherwise by the General Partner) the consummation of the Transfer contemplated by the opinion:

(i) will not require registration under, or violate any provisions of, the Securities Act or any applicable state or non-U.S. securities laws;

(ii) will not require the General Partner or the Partnership to register as an investment company under the Investment Company Act; and, as required by the General Partner, that the Transferee is a Person that counts as one beneficial owner for purposes of section 3(c)(1) of the Investment Company Act;

(iii) will not require the Manager, the General Partner or any Affiliate of the Manager or the General Partner that is not registered under the Investment Advisers Act or the Partnership to register as an investment adviser under the Investment Advisers Act;

(iv) will not cause the Partnership to be taxable as corporation under the Code; and

(v) will not violate the laws, rules or regulation of any state or the rules and regulations of any Governmental Authority applicable to such Transfer.

In giving such opinion, counsel may, with the consent of the General Partner, rely as to factual matters on certificates of the Transferor, the Transferee and the General Partner.

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(d) DEATH, INCAPACITY ETC. Subject to Sections 11.1(a), 11.1(b) and 11.1(c), the estate of a Limited Partner who is a natural person shall have the right to Transfer, upon the death, incompetency, bankruptcy, withdrawal or incapacity of such Limited Partner, his or her interest in the Partnership.

(e) SUBSTITUTE LIMITED PARTNERS. Notwithstanding any other provision of this Agreement, any Transferee of a Transferor's interest in the Partnership pursuant to the terms of this Section 11 may be admitted to the Partnership as a substitute limited partner of the Partnership (a "SUBSTITUTE LIMITED PARTNER") only with the consent of the General Partner, which consent may be withheld in the sole and absolute discretion of the General Partner. Upon the admission of such Transferee as a Substitute Limited Partner, all references herein to such Transferor shall be deemed to apply to such Substitute Limited Partner, and such Substitute Limited Partner shall succeed to all rights and obligations of the Transferor hereunder. A Person shall be deemed admitted to the Partnership as a Substitute Limited Partner at the time that the foregoing conditions are satisfied and such Person is listed as a limited partner of the Partnership in the Partnership Register. Any Transferee of an economic interest in the Partnership shall become a Substitute Limited Partner only upon satisfaction of the requirements set forth in this Section 11.1.

(f) TRANSFER IN VIOLATION OF AGREEMENT NOT RECOGNIZED. No attempted Transfer or substitution shall be recognized by the Partnership and any purported Transfer or substitution shall be void unless effected in accordance with and as permitted by this Agreement.

11.2 ADDITIONAL LIMITED PARTNERS. (a) CONDITIONS TO ADMISSION. In addition to the admission of Limited Partners at the Initial Closing, the General Partner, in its sole discretion, may schedule, from time to time, one or more additional Closings for one or more Person or Persons seeking admission to the Partnership as an additional limited partner of the Partnership (each such Person, an "ADDITIONAL LIMITED PARTNER", which term shall include any Person that is a Partner immediately prior to such additional Closing and that wishes to increase the amount of such Person's Capital Commitment or, in the case of a Profits Limited Partner, its Associated Commitment), subject to the deter mination by the General Partner in the exercise of its good faith judgment that in the case of each such admission or increase the following conditions have been satisfied:

(i) Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary, convenient or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement pursuant to which such Additional

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Limited Partner agrees to be bound by the terms and provisions hereof or (if such Additional Limited Partner is a Cash Limited Partner or an Employer Limited Partner) to increase the amount of such Limited Partner's Capital Commitment, as the case may be and (B) a Power of Attorney.

(ii) Such admission or such increase shall not result in a violation of any applicable law, including, without limitation, Cayman Islands and United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Partnership shall not be required to register as an Investment Company under the Investment Company Act or any law of similar import of the Cayman Islands; none of the General Partner, the Manager or any Affiliate of the General Partner or Manager would be required to register as an investment adviser under the Investment Advisers Act or any law of similar import of the Cayman Islands; and the Partnership shall not become taxable as a corporation or association.

(a) On the date of its admission to the Partnership or the date of such increase, as the case may be, such Additional Limited Partner shall have paid or unconditionally agreed to pay to the Partnership, an amount equal to the sum of

(i) in the case of each Portfolio Investment then held by the Partnership, the percentage of such Additional Limited Partner's Capital Commitment or (if the Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Partners used to fund the cost of such Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of the previously admitted Partners that made Capital Contributions used to fund the cost of such Portfolio Investment and (Y) (without duplication) the Capital Commitments of all Additional Limited Partners, and

(ii) the percentage of such Additional Limited Partner's Capital Commitment or (if such Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners in respect of all Drawdowns which have theretofore been funded and not returned to the Partners, other than Drawdowns made and used to fund the cost of a Portfolio Investment and (2) the

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denominator of which is the sum of the aggregate of (X) the Capital Commitments of all previously admitted Partners and (Y) (without duplication) the Capital Commitments of all Additional Limited Partners,

together with, in the case of clauses (A) and (B), an amount calculated as interest thereon at a rate per annum equal to the Prime Rate plus 200 basis points from the dates that contribution of such amounts by such Additional Limited Partner would have been due if such Additional Limited Partner had been admitted to the Partnership or had increased its Capital Commitment, as the case may be, on the date of the Initial Closing, to the date that the payment required to be made by such Additional Limited Partner pursuant to this Section 11.2(a)(iii) is made, which interest shall be treated as provided in Section 11.2(b), and less such amount as is necessary to take into account all distributions theretofore made.

A Person shall be deemed admitted to the Partnership as an Additional Limited Partner at the time that the foregoing conditions are satisfied and when such Person is listed as a limited partner of the Partnership, and the Capital Commitment made with respect to such Person is listed, in the Partnership Register. Notwithstanding the foregoing, a Person admitted to the Partnership as an Additional Limited Partner after March 31, 2000 shall not be permitted to participate in Portfolio Investments made prior to January 1st of the year following the year in which such Person was admitted to the Partnership.

(b) CERTAIN PAYMENTS AND TRANSFERS. Any amount paid by an Additional Limited Partner pursuant to Section 11.2(a)(iii)(A) with respect to the acquisition of Portfolio Investment (and any interest paid thereon) shall be remitted promptly to the previously admitted Partners, PRO RATA in accordance with their Capital Contributions used to fund the acquisition of such Portfolio Investment (before giving effect to the adjustments referred to in the following clause), and the Partners' Sharing Percentages for such Portfolio Investment shall be appropriately adjusted. Any amount paid by an Additional Limited Partner pursuant to Section 11.2(a)(iii)(B) (and any interest paid thereon) shall be remitted promptly to the previously admitted Partners, PRO RATA in accordance with their Capital Commitments. Such payments and remittances shall, in accordance with section 707(a) of the Code, be treated for all purposes of this Agreement and for all accounting and tax reporting purposes as payments made directly from the Additional Limited Partner to the previously admitted Partners and not as items of Partnership income, gain, loss, deduction, contribution or distribution. Such Additional Limited Partner shall succeed to the Capital Contributions of the previously admitted Partners attributable to the portion of the amount remitted to such previously admitted Partners pursuant to Section 11.2(a)(iii) (not including any amount calculated as interest thereon), as appropriate, and the Capital Contributions of the previously admitted Partners shall be decreased

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accordingly. In addition, the Remaining Capital Commitments of the previously admitted Limited Partners shall be increased by such amount remitted (not including any amount calculated as interest thereon), and the amount of such increase in Remaining Capital Commitments may be called again by the Partnership. The Remaining Capital Commitment of the Additional Limited Partner shall be appropriately determined by the General Partner. The Partnership Register shall be amended by the General Partner as appropriate to show the name and business address of each Additional Limited Partner and the amount of its Capital Commitment. Neither the admission of an Additional Limited Partner nor an increase in the amount of an Additional Limited Partner's Capital Commitment shall be a cause for dissolution of the Partnership.

(c) NO CONSENT. The transactions contemplated by this Section 11.2 shall not require the consent of any of the Limited Partners.

(d) MULTI-FUND AND MULTI-VEHICLE ADJUSTMENTS. The payments to be made by, and distributions to be made to, certain Partners pursuant to
Section 11.2 (a) and (b), and the adjustments to be made pursuant to Section 11.2(c) of the Institutional Fund Agreement, shall be adjusted by the General Partner if it determines in its discretion that such adjustment is necessary or appropriate to take into account (I) that investments held by the Partnership may, as of any Closing Date, be held by one or more of the Co-Investment Funds,
(II) that a portion of each Limited Partner's Capital Commitment originally made to the Partnership may, at the time of the subsequent Closings, be a capital commitment to one or more Special Investment Vehicles, and (III) closings of a Co-Investment Fund. Notwithstanding any other provision of this Agreement, investments held by the Partnership, the other Co-Investment Funds, and/or Special Investment Vehicles may be transferred among such entities (for a price equal to cost plus interest thereon at a rate per annum of the Prime Rate plus 200 basis points) to effectuate the purposes of this Section 11.2 and Section 11.2 of the Institutional Fund Agreement. After the payments, distributions and adjustments described in this Section 11.2(d) and in Section 11.2(c) of the Institutional Fund Agreement are taken into account, each investment in a Portfolio Company shall be held by the Partnership and any Co- Investment Fund in proportion to their respective capital commitments, including, without limitation, all capital committed to the Partnership or any such Co-Investment Fund, as the case may be, after the date on which such investment was made but prior to March 31, 1999.

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SECTION 12

DEATH, INCOMPETENCY OR BANKRUPTCY
OR DISSOLUTION OF PARTNERS

12.1 BANKRUPTCY, DISSOLUTION OF THE GENERAL PARTNER. In the event of the bankruptcy or dissolution and commencement of winding up of the General Partner or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Partnership Law, the Partnership shall be dissolved and its affairs shall be wound up as provided in Section 13, unless the business of the Partnership is continued pursuant to Section 13.1(a). The General Partner shall take no action voluntarily to declare bankruptcy or accomplish its dissolution prior to the dissolution of the Partnership. Notwithstanding any other provision of this Agreement, the bankruptcy of the General Partner will not cause the General Partner to cease to be a general partner of the Partnership, and upon the occurrence of such an event, the business of the Partnership shall continue without dissolution.

12.2 DEATH, INCOMPETENCY, BANKRUPTCY, DISSOLUTION OR WITHDRAWAL OF A LIMITED PARTNER. The death, incompetency, insanity, or other legal incapacity, bankruptcy, dissolution, retirement, resignation, or withdrawal of a Limited Partner or the occurrence of any other event that causes a Limited Partner to cease to be a Partner of the Partnership shall not in and of itself dissolve or terminate the Partnership; and the Partnership, notwithstanding such event, shall continue without dissolution upon the terms and conditions provided in this Agreement, and each Limited Partner, by executing this Agreement, agrees to such continuation of the Partnership without dissolution.

SECTION 13

DURATION AND TERMINATION OF PARTNERSHIP

13.1 DURATION. (a) DISSOLUTION EVENTS. 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:

(i) the day after the date that is one year after the dissolution of the Institutional Fund; or

(ii) the last Business Day of the Fiscal Year in which all assets acquired, or agreed to be acquired, by the Partnership have been sold or otherwise disposed of; or

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(iii) the withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner, or the assignment by the General Partner of its entire interest in the Partnership in contravention of this Agreement, or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Partnership Law, UNLESS, within 90 calendar days after the occurrence of such event, a substitute general partner is appointed by the a Majority in Interest effective as of the date of withdrawal (I) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership that is hereby authorized to and does (unanimously in the case of more than one general partner) elect to continue the business of the Partnership without dissolution or (II) the business of the Partnership is otherwise continued without dissolution pursuant to the provisions of the Partnership Law and PROVIDED, that for the purposes of this Section 13.1, the General Partner shall not be deemed to have been dissolved or to have commenced a winding up as a result of the fact that any general partner of the General Partner ceases to be a general partner of the General Partner if and as long as the General Partner shall have at least one remaining general partner who shall have the right and shall elect to carry on the business of the General Partner; and PROVIDED, FURTHER, that the conversion of the General Partner to a limited partnership, limited liability company or other entity, or the Transfer of the General Partner's interest as the general partner of the Partnership to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity as provided for in Section 2.7 shall not, for the purposes of this Section 13.1 be deemed a dissolution or winding up or commencement of winding up of the General Partner; or

(iv) a decision, made by the General Partner in its sole discretion, to dissolve the Partnership because it has determined, due to a change in the text, application or interpretation of any applicable statute, regulation, case law, administrative ruling or other similar authority (including, without limitation, changes that result in the Partnership being taxable as a corporation under United States federal income tax law), that the Partnership cannot carry out its investment program as contemplated by this Agreement; or

(v) the entry of a decree of judicial dissolution.

(b) CONTINUATION OF THE PARTNERSHIP AFTER DISSOLUTION. As contemplated by Sections 1.4 and 10.1, the Partnership shall continue after the expiration of the Term for purposes of Section 10.1(b). After dissolution of the Partnership, the Partnership shall engage in no activities other than those contemplated by Sections 10.1 and 13, and those reasonably necessary, convenient or incidental thereto.

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13.2 DISTRIBUTION UPON DISSOLUTION. Upon the dissolution of the Partnership, the General Partner (or, if dissolution of the Partnership should occur by reason of Section 13.1(a)(iii), a liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, or other representative duly designated by a Majority in Interest) shall proceed, subject to the provisions of this Section 13, to liquidate the Partnership and apply the proceeds of such liquidation, or in its sole discretion to distribute Partnership assets, in the following order of priority:

FIRST, to creditors in satisfaction of debts and liabilities of the Partnership, whether by payment or the making of reasonable provision for payment (other than any loans or advances that may have been made by any of the Partners to the Partnership), and the expenses of liquidation whether by payment or the making of reasonable provision for payment, any such reasonable reserves (which may be funded by a liquidating trust) to be established by the General Partner (or any liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, or other representative duly designated by a Majority in Interest) in amounts deemed by it to be reasonably necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether fixed or contingent, conditional or unmatured);

SECOND, to the Partners in satisfaction of any loans or advances that may have been made by any of the Partners to the Partnership, whether by payment or the making of reasonable provision for payment;

THIRD, to the Partners in accordance with Section 6.3.

13.3 DISTRIBUTIONS IN CASH OR IN KIND. Upon the dissolution of the Partner ship, the General Partner (or liquidating trustee selected by the General Partner or, if the General Partner has dissolved or withdraws from the Partnership, a representative duly designated by a Majority in Interest) its successor or other representative shall use its 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 13.2, PROVIDED THAT if in the good faith business judgment of the General Partner (or such liquidating trustee or other representative), a Partnership asset should not be liquidated, the General Partner (or such 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 Partner's 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 13.2, subject to the priorities set forth in Section 13.2, PROVIDED FURTHER that the General Partner (such other representative) will in good

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faith attempt to liquidate sufficient Partnership assets to satisfy in cash (or make reasonable provision for) the debts and liabilities referred to in paragraphs First and Second of Section 13.2. The General Partner may cause certificates evidencing any Securities to be distributed to be imprinted with legends as to such restrictions on transfers that it may deem necessary or appropriate, including, without limitation, legends as to applicable 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 (A) that such Securities will not be transferred except in compliance with such restrictions and (B) to such other matters as the General Partner may deem necessary, appropriate convenient or incidental to the foregoing.

13.4 TIME FOR LIQUIDATION, ETC. (a) At the end of the term of the Partnership as provided for in the provisos to Section 1.4, the Partnership shall be liquidated and any remaining assets shall be distributed in accordance with Section 13.2. 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 to creditors so as to enable the General Partner to seek to minimize potential losses upon such liquidation. Subject to Section 13.1, the provisions of this Agreement shall remain in full force and effect during the period of winding-up and until the filing of a notice of dissolution of the Partnership with the Registrar of Exempted Limited Partnerships of the Cayman Islands, as provided in 13.4(b).

(b) FILING OF NOTICE OF DISSOLUTION. Upon completion of the foregoing, the General Partner (or any liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, a representative duly designated by a Majority in Interest) shall execute, acknowledge and cause to be filed a notice of dissolution of the Partnership with the Registrar of Exempted Limited Partnerships of the Cayman Islands, PROVIDED that the winding up of the Partnership will not be deemed complete and such notice of dissolution will not be filed by the 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 applicable law.

13.5 GENERAL PARTNER AND MANAGER NOT PERSONALLY LIABLE FOR RETURN OF CAPITAL CONTRIBUTIONS. None of the General Partner or the Manager, or any of its or their respective Affiliates shall be personally liable for the return of all or any portion of the Capital Accounts or the Capital Contributions of any Partner, and such return shall be made solely from available Partnership assets, if any, and each Limited Partner hereby waives any and all claims it may have against the General Partner or the Manager, or any of its or their respective Affiliates thereof in this regard.

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13.6 REORGANIZATION OF THE PARTNERSHIP. To the extent permitted by law, in order to effect a reorganization of the Partnership,

(a) the General Partner may cause the conversion of the Partnership to a limited partnership, limited liability company or other entity formed under the laws of the Cayman Islands or any other jurisdiction or

(b) the General Partner may cause the exchange of the interests of the Partners in the Partnership for interests in, or cause the Partnership to be merged with and into, a limited partnership, limited liability company or other entity formed under the laws of the Cayman Islands or any other jurisdiction,

but only if in any such case the Partners (including, without limitation, their successors) shall become, and no other Persons (other than Persons necessary for the qualification of such limited partnership, limited liability company or other entity under such laws) shall be, the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, PROVIDED that no such conversion, exchange or merger shall be permitted unless

(i) the General Partner shall first have delivered to the Partnership

(A) a written opinion from Debevoise & Plimpton or other counsel of recognized standing experienced in United States federal income tax matters, to the effect that such limited partnership, limited liability company or other entity will be classified as a partnership, and will not be treated as a corporation, for United States federal income tax purposes, and

(B) a written opinion (the conclusions of which may be based in part on the opinion specified in the immediately preceding clause (A)) of each of

(1) experienced counsel admitted to practice in each jurisdiction in which such limited partnership, limited liability company or other entity is formed or has an office and

(2) experienced counsel admitted to practice in each jurisdiction (X) in which such limited partnership, limited liability company or other entity shall have an office, be doing business or otherwise be subject to the income tax laws of such jurisdiction immediately after such conversion, exchange or

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merger and (Y) under the income tax laws of which the Partnership was not taxed directly on its income before such conversion, exchange or merger,

to the effect that such conversion, exchange or merger would not cause such limited partnership, limited liability company or other entity to be taxed directly on its income under the income tax laws of such jurisdiction,

(ii) the General Partner shall have first delivered to the Partnership a written opinion of experienced counsel admitted to practice in the jurisdiction under the laws of which such limited partnership, limited liability company or other entity is formed, to the effect that such conversion, exchange or merger would not adversely affect the limited liability of the Limited Partners,

(iii) such conversion, exchange or merger would not result in the violation of any applicable securities laws,

(iv) such conversion, exchange or merger would not result in such limited partnership, limited liability company or other entity being required to register as an Investment Company under the Investment Company Act or any law of similar import of the jurisdiction under the laws of which such limited partnership, limited liability company or other entity is formed, and would not result in the General Partner or any Affiliate of the General Partner being required to register as an investment adviser under the Investment Advisers Act or any law of similar import of such jurisdiction, and

(v) the General Partner shall have made a good faith determination that such conversion, exchange or merger would not adversely affect the rights or increase the liabilities of the Limited Partners.

Upon any such conversion, exchange or merger, such limited partnership, limited liability company or other entity shall be treated as the successor to the Partnership for all purposes of this Agreement and of the corresponding agreement pursuant to which the rights and obligations of the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, are determined. All Subscription Agreements applicable to the Partnership that are in effect at the time of any such conversion, exchange or merger shall thereafter continue in full force and effect, and shall apply to the limited partnership, limited liability company or other entity that becomes the successor to the Partnership pursuant to such conversion, exchange or merger. In conjunction with any such conversion, exchange or merger, the General Partner may execute, on behalf of the Partnership

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and each of the Limited Partners, all documents that in its reasonable judgment are necessary or appropriate to consummate such conversion, exchange or merger, including, but not limited to, the agreement pursuant to which the rights and obligations of the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, are determined (in the case of such a conversion to, exchange for interests in or merger into a limited partnership, including the limited partnership agreement thereof), all without any further consent or approval of any other Partner, PROVIDED, that no such agreement may directly or indirectly effect a modification or amendment of the rights and obligations of the Partners which, if such modification or amendment were made to this Agreement, would require the consent of the Partners, any group thereof, or any individual Partner as provided in Section 15.1, unless the consent to such modification or amendment required under Section 15.1 is obtained. A reorganization of the Partnership pursuant to this Section 13.6 shall not be deemed to be or result in a dissolution, winding up or commencement of winding up of the Partnership.

SECTION 14

DEFINITIONS

As used herein the following terms have the respective meanings set forth below (each such meaning to be equally applicable to the singular and plural forms of the respective terms so defined):

"ADDITIONAL LIMITED PARTNER" shall have the meaning set forth in
Section 11.2(a).

"ADJUSTMENT DATE" shall mean the last Business Day of any Fiscal Year or any other date determined by the General Partner, in its sole discretion, as appropriate for an interim closing of the Partnership's books.

"ADVANCE" shall mean, with respect to a Profits Limited Partner, the amount by which the Associated Contributions exceed the amount of the deferrals made under the M&M Capital Plan by the Person who is such Profits Limited Partner and credited to such Person's AFR Account (as defined in the M&M Capital Plan) under the M&M Capital Plan.

"AFFILIATE" shall mean, 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

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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 none of the Portfolio Companies or portfolio companies of The Trident Partnership, L.P. shall be an "Affiliate" of a Senior Principal, the Manager, the General Partner or the Partnership.

"AFR RATE" shall mean the fixed rate of return as of the date of the first Drawdown, equal to the applicable federal long-term rate under section 1274(d) of the Code, compounded annually, as determined in the good faith judgment of the General Partner, PROVIDED, that the General Partner may increase such fixed rate of return if, as of the date of any subsequent Drawdown, such fixed rate of return is less than the applicable federal rate under Section 1274(d) of the Code, compounded annually.

"AFR RETURN" shall have the meaning set forth in Section 6.3, paragraph FIRST.

"AGREEMENT" shall have the meaning set forth in the initial paragraph of this Agreement.

"AMENDED AGREEMENT" shall have the meaning set forth in the initial paragraph of this Agreement.

"ASSOCIATED COMMITMENT" shall mean, with respect to a Profits Limited Partner, the Capital Commitment of the Employer Limited Partner associated with such Profits Limited Partner.

"ASSOCIATED CONTRIBUTION" shall mean, with respect to a Profits Limited Partner, the Capital Contribution of the Employer Limited Partner associated with such Profits Limited Partner.

"AVAILABLE ASSETS" shall mean as of any date, the excess of the cash, cash equivalent items and Temporary Investments held by the Partnership over the sum of the amount of such items determined by the General Partner to be reasonably necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether fixed, contingent, conditional or unmatured), including, but not limited to, the Partnership's indemnification obligations and for the establishment of appropriate reserves for such expenses, liabilities and obligations as may arise, including, without limitation, the maintenance of adequate working capital for the continued conduct of the Partnership's business.

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"BUSINESS DAY" shall mean any day on which banks in New York City are not required or authorized by law to remain closed.

"CAPITAL ACCOUNT" shall have the meaning set forth in Section 6.1.

"CAPITAL COMMITMENT" shall mean the commitment of each Cash Limited Partner and each Employer Limited Partner to contribute capital to the Partnership pursuant to Section 5.1 as set forth in the Partnership Register. The Associated Commitments of the Profits Limited Partners shall be associated on the records of the Partnership with the Capital Commitment of the relevant Employer Limited Partner.

"CAPITAL CONTRIBUTION" shall mean with respect to a Partner other than a Profits Limited Partner, the amount of capital contributed pursuant to a single Drawdown or the aggregate amount of such contributions, as the context requires, by such Partner to the Partnership pursuant to Section 5.1 and the other provisions of this Agreement.

"CASH LIMITED PARTNERS" shall have the meaning set forth in
Section 3.1(c).

"CLAIMS" shall have the meaning set forth in Section 10.1(a).

"CLOSING" shall have the meaning set forth in the Subscription Agreements.

"CLOSING DATE" shall mean any date on which a Closing occurs.

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

"CO-INVESTMENT FUNDS" shall have the meaning set forth in Section 1.3.

"COVERED PERSONS" shall mean (I) the General Partner, the Manager and the Senior Principals; (II) each of the respective Affiliates of each Person identified in clause (i) of this definition; and (III) each Person who is or at any time becomes a share holder, officer, director, employee, partner, member, manager, consultant or agent of any of the Persons identified in clause (i) or clause (ii) of this definition.

"DAMAGES" shall have the meaning set forth in Section 10.1(a).

"DEFAULTED COMMITMENT" shall have the meaning set forth in Section 5.3(a).

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"DEFAULTING CASH LIMITED PARTNER" shall have the meaning set forth in Section 5.3(a).

"DEFAULTING PROFITS LIMITED PARTNER" shall have the meaning set forth in Section 5.3(b).

"DISABLING CONDUCT" shall mean, with respect to any Person, fraud, willful misfeasance, gross negligence or reckless disregard, in each case, of such Person's duties to the Partnership.

"DISTRIBUTABLE CASH" shall mean, for each Period and each Partner, the excess of (I) the sum of cash receipts of all kinds, over (II) cash disbursements or reserves for expenses, liabilities or obligations of the Partnership or amounts retained by the Partnership to be reinvested pursuant to
Section 4.1(b).

"DRAWDOWN NOTICE" shall have the meaning set forth in Section 5.1(b)(i).

"DRAWDOWNS" shall mean the Capital Contributions made to the Partnership pursuant to Section 5.1 from time to time by the Partners pursuant to Drawdown Notices.

"EMPLOYER LIMITED PARTNERS" shall have the meaning set forth in
Section 3.1(a).

"EXCUSED LIMITED PARTNER" shall mean, with respect to any Portfolio Investment, any Limited Partner that, pursuant to Section 5.2, is excused from making a Capital Contribution or Associated Contribution, as the case may be, in respect thereof.

"EXERCISING PARTNER" shall have the meaning set forth in Section 5.3(a).

"FISCAL YEAR" shall mean the fiscal year of the Partnership, as determined pursuant to Section 1.5.

"FORFEITED DISTRIBUTIONS" shall have the meaning set forth in
Section 5.3(a).

"GENERAL PARTNER" shall mean Marsh & McLennan GP I, Inc., a Delaware corporation, and any additional or successor general partner of the Partnership in its capacity as a general partner of the Partnership, as such entity may be affected by the provisions of Section 2.7.

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"GOVERNMENTAL AUTHORITY" shall mean any United States federal, state or local, or any Cayman Islands or other non-U.S. court, arbitrator or governmental agency, authority, commission, instrumentality or administrative or regulatory body.

"INITIAL AGREEMENT" shall have the meaning set forth in the initial paragraph of this Agreement.

"INITIAL CLOSING" shall mean the first Closing under which Limited Partners have acquired interests in the Partnership pursuant to the Subscription Agreements.

"INITIAL GENERAL PARTNER" shall mean Trident Capital II, LLC, a Delaware limited liability company.

"INITIAL LIMITED PARTNER" shall mean Richard A. Goldman, in such capacity as the initial limited partner of the Partnership.

"INSTITUTIONAL FUND AGREEMENT" shall mean the Amended and Restated Limited Partnership Agreement, as amended from time to time, of the Institutional Fund.

"INSTITUTIONAL FUND" shall have the meaning set forth in Section 1.3.

"INTERIM GENERAL PARTNER" shall mean Trident M&M Capital II, L.P., a Cayman Islands exempted limited partnership.

"INVESTMENT ADVISERS ACT" shall mean the United States Investment Advisers Act of 1940, as amended from time to time, and any successor statute thereto.

"INVESTMENT COMPANY ACT" shall mean the United States Investment Company Act of 1940, as amended from time to time, and any successor statute thereto.

"INVESTMENT COMPANY" shall mean any Person that comes within the definition of "investment company" contained in the Investment Company Act.

"INVESTMENT GUIDELINES" shall have the meaning set forth in Section 1.3.

"LIMITED PARTNERS" shall have the meaning set forth in Section 1.1(a), shall mean the Cash Limited Partners, any Employer Limited Partners and the Profits Limited Partners and all other Partners admitted (excluding, without limitation, all Persons that cease to be Partners in

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accordance with the terms hereof), from time to time, as limited partners of the Partnership in accordance with the provisions of this Agreement and as set forth in the Partnership Register, and shall include without limitation such Partner's successors and permitted assigns.

"M&M CAPITAL CAUSE DETERMINATION" shall mean, with respect to any Limited Partner, a determination (made in a reasonable manner) by the General Partner (in the case of a Cash Limited Partner) or the relevant Employer Limited Partner (in the case of a Profits Limited Partner) that such Limited Partner has committed one or more acts involving gross negligence or willful misconduct.

"M&M CAPITAL PLAN" shall mean the Amended and Restated Marsh & McLennan Inc. Deferred Compensation and Profits Limited Partnership Plan effective as of December 1, 1998.

"MAJORITY IN INTEREST" shall mean Partners who, at the time in question, have Capital Account balances having values equal to more than 50% of the aggregate Capital Account balances of all the Cash Limited Partners who are not Defaulting Cash Limited Partners and all Profits Limited Partners who are not Defaulting Profits Limited Partners.

"MANAGER" shall mean Marsh & McLennan Capital, Inc., a Delaware corporation, or any successor thereto.

"MATERIAL ADVERSE EFFECT" shall mean, as applicable, (A) a violation of a statute, rule or governmental administrative policy applicable to a Partner regulation of a Govern mental Authority which could a material adverse effect on a Portfolio Company or any Affiliate thereof or on the Partnership, the General Partner, the Manager or any of their respective Affiliates or on any Partner or any Affiliate of any such Partner, or (B) an occurrence which could subject a Portfolio Company or Affiliate thereof or the Partnership, the General Partner, the Manager or any of their respective Affiliates or any Partner or any Affiliate of any such Partner to any material tax or material regulatory requirement to which it would not otherwise be subject, or which could materially increase any such material tax or material regulatory requirement beyond what it would otherwise have been.

"MMC" shall mean Marsh & McLennan Companies, Inc., a Delaware corporation, and any successors thereto, and, as the context requires, its subsidiaries and other Affiliates, including, without limitation, Marsh USA Inc. (formerly known as J&H Marsh & McLennan, Inc.), Guy Carpenter & Company, Inc., Seabury & Smith, Inc., Putnam Investments, Inc. and Mercer Consulting Group.

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"NASDAQ" shall mean The Nasdaq Stock Market, Inc.

"ORGANIZATIONAL EXPENSES" shall mean all costs and expenses that, in the sole judgment of the General Partner, are incurred in, or are incidental to, the formation and organization of, and sale of interests in, the Partnership, including, without limitation, out-of-pocket legal, accounting, printing, consultation, travel, administrative and filing fees and expenses, but only those expenses that the General Partner has determined, in its sole discretion, are properly borne by the Partnership.

"PARTNERS" shall have the meaning set forth in Section 1.1(a).

"PARTNERSHIP" shall have the meaning set forth in the initial paragraph of this Agreement.

"PARTNERSHIP EXPENSES" shall mean the Partnership's pro rata share, based on the capital commitments of each of the Co-Investment Funds, of the expenses incurred in the operation of the Co-Investment Funds.

"PARTNERSHIP LAW" shall mean the Exempted Limited Partnership Law (1997 Revision) of the Cayman Islands, as amended, and any successor to such statute.

"PARTNERSHIP REGISTER" shall have the meaning set forth in Section 1.1(b).

"PERIOD" shall mean, for the first period, the period commencing on the date of this Agreement and ending on the next Adjustment Date. All succeeding Periods shall commence on the calendar day after an Adjustment Date and end on the next Adjustment Date.

"PERSON" shall mean any individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

"PORTFOLIO COMPANY" shall mean an entity in which a Portfolio Investment is made by the Partnership directly or through one or more intermediate entities of the Partnership.

"PORTFOLIO INVESTMENT" shall mean any debt or equity (or debt with equity) investment (including, without limitation, Temporary Investments and bridge financings) made by the Partnership which, in the sole judgment of the General Partner at the time such investment is

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Second Amended and Restated L.P. Agreement

made, is consistent with the Investment Guidelines of the Partnership and is an appropriate investment for the Partnership.

"POWER OF ATTORNEY" shall mean, with respect to any Limited Partner, the Power of Attorney executed by such Partner substantially in the form attached to the Subscription Agreements.

"PRIME RATE" shall mean the rate of interest publicly announced by The Chase Manhattan Bank from time to time in New York City as its prime rate.

"PROCEEDING" shall have the meaning set forth in Section 10.1(a).

"PROFITS LIMITED PARTNERS" shall have the meaning set forth in
Section 3.1(b).

"REMAINING ASSOCIATED COMMITMENT" shall mean, in respect of any Profits Limited Partner, the amount of the Employer Limited Partner's Capital Commitment associated with such Profits Limited Partner, determined at any date, which has not been contributed as an Associated Contribution, as adjusted as contemplated hereby.

"REMAINING CAPITAL COMMITMENT" shall mean, in respect of any Partner, the amount of such Partner's Capital Commitment, determined at any date, which has not been contributed as a Capital Contribution, as adjusted as contemplated hereby.

"RETIREMENT" shall have the meaning ascribed to such term in the Marsh & McLennan Companies Benefit Program.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended from time to time, and any successor statute thereto, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.

"SECURITIES" shall mean shares of capital stock, partnership interests, limited liability company interests, warrants, options, bonds, notes, debentures and other securities and equity interests of whatever kind of any Person, whether readily marketable or not.

"SENIOR PRINCIPALS" shall mean the following senior principals of the Manager: Robert Clements, Charles A. Davis, Stephen Friedman, and Jeffrey W. Greenberg; PROVIDED, that the provisions of this Agreement expressly governing the Senior Principals shall not apply to any aforementioned individual in such individual's capacity as a Senior Principal after such individual

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Second Amended and Restated L.P. Agreement

has ceased to provide services as described in Section 2.4(e) of the limited partnership agreement of the Institutional Fund.

"SHARING PERCENTAGE" shall mean with respect to any Partner (other than the Employer Limited Partners) and any Portfolio Investment, a fraction, expressed as a percentage, the numerator of which is the aggregate amount of the Capital Contributions of such Partner (or, in the case of a Profits Limited Partner, the Capital Contributions of the Employer Limited Partner associated with such Profits Limited Partner) used to fund the cost of such Portfolio Investment and the denominator of which is the aggregate amount of the Capital Contributions of all of the Partners used to fund the cost of such Portfolio Investment. The Sharing Percentage of each Employer Limited Partner for each Portfolio Investment shall be 0%.

"SPECIAL INVESTMENT VEHICLE" shall have the meaning ascribed to it in the Institutional Fund Agreement.

"STATEMENT" shall have the meaning set forth in Section 1.4.

"SUBSCRIPTION AGREEMENTS" shall mean the several Subscription Agreements entered into by the respective Limited Partners in connection with their purchase of limited partner interests in the Partnership.

"SUBSTITUTE LIMITED PARTNER" shall have the meaning set forth in
Section 11.1(e).

"TEMPORARY INVESTMENT" shall mean investments in (A) cash equivalents, (B) marketable direct obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof, maturing within one year from the date of acquisition thereof, (C) money market instruments, commercial paper or other short-term debt obligations having at the date of purchase by the Partnership the highest or second highest rating obtainable from either Standard & Poor's Ratings Services or Moody's Investors Service, Inc. or their successors, (D) money market mutual funds managed by Putnam Investments, Inc. or a subsidiary thereof, (E) interest bearing accounts and/or certificates of deposit maturing within one year from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia, each having at the date of acquisition by the Partnership undivided capital and surplus in excess of $100 million, combined capital and surplus of not less than $100,000,000, (F) overnight repurchase agreements with primary Fed dealers collateralized by direct U.S. Government obligations or (G) pooled investment vehicles or accounts which invest only in Securities or

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Second Amended and Restated L.P. Agreement

instruments of the type described in (a) through (d). If there exists any uncertainty as to whether any investment by the Partnership constitutes a Temporary Investment or a Portfolio Investment, such in vestment shall be deemed a Temporary Investment unless the General Partner determines in the exercise of its good faith judgment that such investment is a Portfolio Investment.

"TERM" shall have the meaning set forth in Section 1.4.

"TIER 1 CASH LIMITED PARTNER" shall mean a Limited Partner who is a present or former Senior Principal, or estate planning vehicle thereof or any successor or Transferee (other than an Employer Limited Partner or the General Partner) with respect to the Cash Limited Partner Interest of such present or former Senior Principal.

"TIER 1 LIMITED PARTNER" shall mean a Limited Partner that is a Tier 1 Cash Limited Partner or a Tier 1 Profits Limited Partner.

"TIER 1 PROFITS LIMITED PARTNER" shall mean a Limited Partner who is a present or former Senior Principal, or any successor or Transferee (other than an Employer Limited Partner or the General Partner) with respect to the Profits Limited Partner interest of such present or former Senior Principal.

"TOTAL DISABILITY" shall have the meaning ascribed to such term in the Marsh & McLennan Companies Benefit Program.

"TRANSFER" shall have the meaning set forth in Section 11.1(a).

"TRANSFEREE" shall have the meaning set forth in Section 11.1(b).

"TRANSFEROR" shall have the meaning set forth in Section 11.1(b).

"TREASURY REGULATIONS" shall mean the Regulations of the Treasury Department of the United States issued pursuant to the Code.

"VALUE" shall have the meaning set forth in Section 8.4.

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Second Amended and Restated L.P. Agreement

SECTION 15

AMENDMENTS; POWER OF ATTORNEY

15.1 AMENDMENTS. Any modifications or amendments duly adopted in accordance with the terms of this Agreement may be executed in accordance with
Section 15.2. The terms and provisions of this Agreement may be modified or amended at any time and from time to time with the written consent of (A) the General Partner and (B) a Majority in Interest; PROVIDED, however, that without the consent of the Limited Partners, the General Partner:

(I) may amend the Partnership Register from time to time as provided in Section 1.1(b);

(II) may enter into agreements with Persons who are Transferees of the interests in the Partnership of Limited Partners, pursuant to the terms of this Agreement, providing that such Transferees will be bound by this Agreement and will become Substitute Limited Partners in the Partnership;

(III) may amend this Agreement as may be required to implement (A) Transfers of interests of Limited Partners as contemplated by Section 11.1, (B) the admission of any Substitute Limited Partner or any Additional Limited Partner, and any related changes in Capital Commitments, as contemplated by Section 11.1 or 11.2, (C) any changes in the Partnership Register due to a Cash Limited Partner Default or Profits Limited Partner Default, (D) the conversion, Transfer or merger of all or any part of its interest as general partner of the Partnership as contemplated by Section 2.7, or (E) a reorganization of the Partnership as contemplated by Section 13.6.;

(IV) may amend this Agreement (A) to satisfy any requirements, conditions, rulings, 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 U.S. federal or state or non-U.S. agency, or in any U.S. federal or state or non-U.S. statute, compliance with which the General Partner deems to be in the best interests of the Partnership, and (B) to change the name of the Partnership, so long as any such amendment under this clause (iv) does not materially and adversely affect the interests of the Limited Partners under this Agreement;

(V) may amend this Agreement in accordance with Section 5.7 and/or 15.2; and

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Second Amended and Restated L.P. Agreement

(VI) may amend this Agreement to cure any ambiguity or correct or supplement any provision hereof that may be incomplete or inconsistent with any other provision hereof so long as such amendment under this clause (vi) does not materially and adversely affect the interests of the Limited Partners;

and PROVIDED FURTHER, that, notwithstanding the foregoing, no amendment of this Agreement shall

(1) materially increase any financial obligation or liability of a Limited Partner or reduce the economic rights of a Limited Partner beyond that set forth herein or permitted hereby without such Limited Partner's consent,

(2) materially and adversely affect the rights of a Limited Partner in a manner which discriminates against such Limited Partner vis-a-vis other Limited Partners without the consent of such Limited Partner,

(3) change the provisions of Section 3.2, Section 13.1, Section 13.2,
Section 13.3, Section 13.4, or this Section 15.1 without the consent of a Majority in Interest,

(4) change the definition of "Majority in Interest" in Section 14.1 without the consent of a Majority in Interest, or

(5) modify or amend any defined term, if such modification or amendments will have a material and adverse effect on the substantive rights of the Limited Partners provided for in such section.

15.2 POWER OF ATTORNEY. Each Limited Partner does hereby irrevocably constitute and appoint the General Partner with full power of substitution, the true and lawful attorney-in-fact and agent of such Limited Partner, to take or cause to be taken, or omit or cause to be omitted, any and all actions should the General Partner, in its sole discretion, deem such actions or omissions to be necessary, advisable, appropriate, proper, convenient or incidental to, or for the furtherance of the purposes of, the Partnership, PROVIDED that such actions or omissions do not materially and adversely affect the interests of the Limited Partners at the time of such action or omission; including, without limitation, the power and authority to execute, acknowledge, verify, swear to, deliver, record and file, in its or its assignee's name, place and stead, all agreements, instruments, documents and certificates (I) which may from time to time be required by the laws of the United States of America, the Cayman Islands, 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, or (II) which the General Partner deems to be necessary, advisable, appropriate, proper, convenient or incidental to, or for the furtherance of the purposes 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, this Agreement, and any amendments thereto or to the Statement, which the General Partner deems appropriate to (I) form, qualify or continue the Partnership as an exempted limited partnership
(or a partnership in which the limited partners have limited liability) in the Cayman Islands and all other jurisdictions in which the Partnership has an office or conducts or plans to conduct business, and
(II) admit such Person as a Limited Partner in the Partnership;

(b) all instruments which the General Partner deems appropriate to reflect or effect any amendment to this Agreement or the Statement (I) to reflect or effect Transfers of interests of Limited Partners, the admission of Substitute Limited Partners or Additional Limited Partners, or the increase of Capital Commitments pursuant to Section 11, (II) to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the United States Securities and Exchange Commission, the United States Internal Revenue Service or any other Governmental Authority, or in any United States federal or state or local or any Cayman Islands or other non-U.S. statute, compliance with which it deems to be in the best interests of the Partnership, (III) to change the name of the Partnership or reflect or effect a reorganization of the Partnership, as contemplated by Section 13.6, (IV) to reflect or effect the conversion of the General Partner to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity, or the Transfer of its interest in the Partnership to a limited partnership, limited liability company or other entity, as contemplated by Section 2.7, and
(V) to cure any ambiguity or correct or supplement any provision contained in this Agreement that may be incomplete or inconsistent with any other provision contained in this Agreement so long as such amendment under this clause (v) does not adversely affect the interests of the Limited Partners;

(c) all conveyances and other instruments which the General Partner deems 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 Section 13;

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Second Amended and Restated L.P. Agreement

(d) all instruments relating to (I) Transfers of interests in the Partnership, or the admission of Substitute Limited Partners or Additional Limited Partners pursuant to Section 11.1, (II) the treatment of a Defaulting Cash Limited Partner, a Defaulting Profits Limited Partner, or an Excused Limited Partner, or a Limited Partner whose participation in an investment is excused, limited or discontinued pursuant to Section 5.2 or (III) any change in the Capital Commitment of any Limited Partner, all in accordance with the terms of this Agreement;

(e) all amendments to this Agreement duly adopted in accordance with Section 15.1.

(f) 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 has an office or conducts or plans to conduct business;

(g) any other instruments determined by the General Partner to be necessary or appropriate in connection with the proper conduct of the business of the Partnership and which do not adversely affect the interests of the Limited Partners; and

(h) all certificates, conveyances and other instruments which the General Partner deems necessary, appropriate, convenient or desirable
(I) to form, qualify or continue, or to admit such Limited Partner as a limited partner of, or to change capital commitments with respect to, any Special Investment Vehicle, or (II) otherwise in connection with such Special Investment Vehicle to the same extent as provided with respect to the Partnership in this Section 15.2, PROVIDED, that such action does not materially and adversely affect the interests of such Limited Partner at the time of such action.

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. This power of attorney shall be deemed to be coupled with an interest, shall be irrevocable, shall survive and not be affected by the dissolution, bankruptcy or legal disability of any Limited Partner and shall extend to such Limited Partner's successors and assigns. This power of attorney may be exercised by such attorney-in-fact and agent for all Limited Partners (or any of them) by a single signature of the General Partner acting as attorney-in-fact with or without listing all of the Limited Partners executing an instrument. Any person dealing with the Partnership may conclusively presume and rely upon the fact that any instrument referred to

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Second Amended and Restated L.P. Agreement

above, executed by such attorney-in-fact and agent, is authorized, regular and binding, without further inquiry. If required, each Limited Partner shall execute and deliver to the General Partner, within five Business Days after receipt of a request therefor, such further designations, powers of attorney or other instruments as the General Partner shall reasonably deem necessary for the purposes hereof. The foregoing power of attorney as in effect at the time of any reorganization of the Partnership pursuant to Section 13.6 shall thereafter continue in full force and effect, and shall apply to the limited partnership, limited liability company or other entity that becomes the successor to the Partnership pursuant to such reorganization. The foregoing power of attorney as in effect at the time of the conversion of, Transfer by, or merger of the General Partner pursuant to Section 2.7 shall, thereafter continue in full force and effect and shall apply to the limited partnership, limited liability company, or other entity that becomes the successor to the General Partner pursuant to such conversion, Transfer or merger.

15.3 FURTHER ACTIONS OF THE LIMITED PARTNERS. Each Limited Partner shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the General Partner in connection with the formation of the Partnership and the achievement of its purposes and not inconsistent with the terms and provisions of this Agreement, including, without limitation, (A) any documents that the General Partner deems necessary or appropriate to form, qualify or continue the Partnership as a limited partnership in all jurisdictions in which the Partner ship 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.

SECTION 16

MISCELLANEOUS PROVISIONS

16.1 NOTICES. Each notice relating to this Agreement shall be in writing and shall be delivered (A) in person, by first class registered or certified mail, or by private courier, overnight or next-day express mail or (B) by telex, telecopy or other facsimile transmission, confirmed by telephone or facsimile communication with such individual. All notices to any Partner shall be addressed to such Partner and its trustee (if any) at their respective addresses set forth in the Partnership Register or at such other address as such Partner may have designated by notice in writing. Any Partner, other than the General Partner, may designate a new address by written notice to that effect given to the General Partner. The General Partner may designate a new address by written notice to that effect given to all of the other Partners. Unless otherwise specifically provided in this Agreement, a notice given in accordance with the foregoing

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Second Amended and Restated L.P. Agreement

clause (a) shall be deemed to have been effectively given and made when mailed by registered or certified mail, return receipt requested, to the proper address or when delivered in person, in each case, delivery charges prepaid. Any notice to the General Partner or to a Limited Partner by telecopy or other facsimile transmission shall be deemed to be given when sent and confirmed by telephone or facsimile in accordance with the foregoing clause (b).

16.2 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered an original and all of which taken together shall constitute a single agreement.

16.3 TABLE OF CONTENTS AND HEADINGS. The table of contents and the headings of the sections of this Agreement are inserted for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.

16.4 SUCCESSORS AND ASSIGNS. Except as otherwise specifically provided herein, this Agreement shall inure to the benefit of and be binding upon the parties and to their respective heirs, executors, administrators, successors and permitted assigns.

16.5 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 applicable law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. Any default hereunder by a Limited Partner shall not excuse a default by any other Limited Partner.

16.6 NON-WAIVER. No provision of this Agreement shall be deemed to have been waived except if the giving of such waiver is contained in a written notice given to the party claiming such waiver and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given.

16.7 APPLICABLE LAW (SUBMISSION TO JURISDICTION). EXCEPT AS PROVIDED IN SECTION 10.6, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE CAYMAN ISLANDS. The General Partner hereby submits to the nonexclusive jurisdiction of the courts of the Cayman Islands and to the courts of the jurisdiction in which the principal office of the Partnership is located (and, if the principal office is located in the United States, of the federal district court having jurisdiction

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Second Amended and Restated L.P. Agreement

over the location of the principal office) for the resolution of all matters pertaining to the enforcement and interpretation of this Agreement.

16.8 CONFIDENTIALITY. Each Limited Partner agrees that it shall not disclose without the prior consent of the General Partner (other than to such Limited Partner's employees, auditors, actuaries, counsel or prospective transferees; PROVIDED, that such Limited Partner obtain the agreement of such Person to be bound by the obligations of this Section 16.8) any information with respect to the Partnership or the other Co- Investment Funds or any Portfolio Company that is designated by the General Partner to such Limited Partner in writing as confidential, PROVIDED that a Limited Partner may disclose any such information (A) as has become generally available to the public, (B) as may be required or appropriate in any report, statement or testimony submitted to any Governmental Authority having jurisdiction over such Limited Partner, or to the National Association of Insurance Commissioners or similar organizations and their successors, (C) as may be required or appropriate 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, ruling or other governmental request applicable to such Limited Partner and (E) to its professional advisors. Notwithstanding anything in this Agreement to the contrary, the General Partner shall have the right to keep confidential any information known by the General Partner as to Portfolio Companies, Portfolio Investments or other aspects of the Partnership's investment activities if and to the extent that the General Partner determines that keeping such information confidential is in the best interests of the Partnership or that the Partnership is required by law or agreement with a third party to keep confidential.

16.9 SURVIVAL OF CERTAIN PROVISIONS. The obligations of each Partner pursuant to Section 6.11 and Section 10 shall survive the termination or expiration of this Agreement and the dissolution, winding up and termination of the Partnership.

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

16.11 ENTIRE AGREEMENT. This Agreement (including, without limitation, all Schedules attached hereto), together with the related Subscription Agreements, the related Powers of Attorney and any other written agreement between the General Partner or the Partnership and any Limited Partner with respect to the subject matter hereof, shall constitute the entire agreement and understanding among the Partners with respect to the subject matter

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Second Amended and Restated L.P. Agreement

hereof, and shall supersede any prior agreement or understanding among them hereto with respect to the subject matter hereof, PROVIDED that the representations and warranties of the General Partner and the Limited Partners in, and the other provisions of, the Subscription Agreements shall survive the execution and delivery of this Agreement.

16.12 CURRENCY. The term "dollar" and the symbol "$", wherever used in this Agreement, shall mean the United States dollar.

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Second Amended and Restated L.P. Agreement

IN WITNESS WHEREOF, the undersigned have duly executed this Second Amended and Restated Limited Partnership Agreement of Marsh & McLennan Capital Professionals Fund, L.P. on the day and year first above written.

GENERAL PARTNER:

MARSH & McLENNAN GP I, INC.

Title:

LIMITED PARTNERS:

Each of the Limited Partners listed in
the Partnership Register, pursuant to
the power of attorney and authorization
granted by each such Limited Partner to
the General Partner as attorney-in-fact
and agent under the separate Powers of
Attorney, dated various dates:

By: MARSH & McLENNAN GP I, INC.

Title:

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

SCHEDULE A

INVESTMENT OBJECTIVE, POLICIES AND PROCEDURES

This Schedule A describes the investment objective, policies, procedures, guidelines and restrictions of Marsh & McLennan Capital Professionals Fund, L.P. (the "PARTNERSHIP"). Marsh & McLennan Capital, Inc. (the "MANAGER") is the manager of the Partnership and Marsh & McLennan GP I, Inc. (the "GENERAL PARTNER") is the general partner of the Partnership. Certain capitalized terms used without definition have the meanings specified in the Second Amended and Restated Limited Partnership Agreement of the Partnership (as amended, the "AGREEMENT").

INVESTMENT OBJECTIVE. The Partnership, along with its co-investment funds, parallel funds and special investment vehicles (together with the Partnership, "TRIDENT II"), shall make private equity and equity-related investments in the global insurance, reinsurance and related industries, targeting investments in the property & casualty, life, health, reinsurance, insurance distribution, insurance services, insurance technology and related financial services industries worldwide. Trident II shall target investments in existing companies that are in need of growth capital or are underperforming and in newly formed companies. Trident II's investments shall be targeted at specific market and geographic niches and shall capitalize on attractive industry sectors, market imbalances and emerging trends. Trident II may also invest in opportunities created by the changing regulatory climate, change that may permit consolidation of insurance, banking and other segments of the financial services industry. Trident II shall target control positions in companies or substantial minority positions governed by comprehensive shareholder agreements.

INVESTMENT POLICIES AND PROCEDURES. The General Partner is responsible for the investment decisions of the Partnership, based on the advice of the Manager. The Partnership's routine activities shall be managed by the Manager.

Among the Manager's management responsibilities for the Partnership shall be the following: (A) to search for, analyze and develop investment opportunities; (B) to screen and evaluate promising investment proposals; (C) to structure and arrange the consummation of Portfolio Investments; (D) to monitor the operations of Portfolio Companies; and (E) to develop and arrange the implementation of strategies for the realization of gain from investments.

M&M Capital Professionals Fund, L.P.
Second Amended and Restated L.P. Agreement

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

MARSH & MCLENNAN CAPITAL
TECHNOLOGY PROFESSIONALS VENTURE FUND, L.P.

(A Delaware Limited Partnership)

Dated as of December 2, 1999

TABLE OF CONTENTS

SECTION                                                                                               PAGE
SECTION 1

         ORGANIZATION; ETC............................................................................... 1
         1.1  Amendment and Restatement of the Initial Agreement; Filings, etc........................... 1
         1.2  Name and Offices........................................................................... 2
         1.3  Purposes................................................................................... 2
         1.4  Term....................................................................................... 2
         1.5  Fiscal Year................................................................................ 3
         1.6  Partnership Powers......................................................................... 3

SECTION 2

         THE GENERAL PARTNER............................................................................. 4
         2.1  Management................................................................................. 4
         2.2  Limitations on the General Partner......................................................... 5
         2.3  Reliance by Third Parties.................................................................. 5
         2.4  Expenses................................................................................... 5
         2.5  Liability of the General Partner and the Manager........................................... 5
         2.6  Conflicts of Interest...................................................................... 7
         2.7  Transfer or Withdrawal by the General Partner.............................................. 7
         2.8  Certain Other Relationships................................................................ 8

SECTION 3

         LIMITED PARTNERS................................................................................ 8
         3.1  Limited Partners........................................................................... 8
         3.2  No Participation in Management, etc........................................................ 8
         3.3  Limitation of Liability.................................................................... 9
         3.4  No Priority, etc........................................................................... 9

SECTION 4

         INVESTMENTS..................................................................................... 9
         4.1  Investments in Portfolio Companies......................................................... 9
         4.2  Temporary Investments...................................................................... 9

SECTION 5

         CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS..................................................... 9
         5.1  Capital Contributions and Capital Commitments of the Partners............................. 9
         5.2  Excused Investments....................................................................... 11
         5.3  Defaulting Limited Partners............................................................... 11
         5.4  Termination of Employment (other than Tier 1 Limited Partners)............................ 13
         5.5  Termination of a Tier 1 Limited Partner................................................... 15
         5.6  Special Consequences of Termination of Any Profits Limited Partner........................ 16
         5.7  Further Actions........................................................................... 16

SECTION 6

         CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS; WITHHOLDING...................................... 17
         6.1  Capital Accounts.......................................................................... 17
         6.2  Adjustments to Capital Accounts........................................................... 17
         6.3  Distributions............................................................................. 17
         6.4  Tax Distributions......................................................................... 18
         6.5  Other Provisions.......................................................................... 18
         6.6  Distributions of Securities............................................................... 19
         6.7  Negative Capital Accounts................................................................. 19
         6.8  No Withdrawal of Capital.................................................................. 19
         6.9  Allocations............................................................................... 19
         6.10  Tax Matters.............................................................................. 19
         6.11  Withholding Taxes........................................................................ 20
         6.12  Clawback by Profits Limited Partners..................................................... 22
         6.13  Final Distribution....................................................................... 22

SECTION 7

         THE MANAGER.................................................................................... 22
         7.1  Appointment of Manager.................................................................... 22

SECTION 8

         BANKING; ACCOUNTING; BOOKS AND RECORDS;ADMINISTRATIVE SERVICES................................. 23
         8.1  Banking................................................................................... 23
         8.2  Maintenance of Books and Records; Access.................................................. 23

         8.3  Partnership Tax Returns................................................................... 23
         8.4  Valuation................................................................................. 24

SECTION 9

         REPORTS TO PARTNERS............................................................................ 24
         9.1  Independent Auditors...................................................................... 24
         9.2  Reports to Current Partners............................................................... 24
         9.3  United States Federal Income Tax Information.............................................. 24
         9.4  Additional Information.................................................................... 25

SECTION 10

         INDEMNIFICATION OF COVERED PERSONS............................................................. 25
         10.1  Indemnification of Covered Persons, etc.................................................. 25
         10.2  Expenses, etc............................................................................ 26
         10.3  Notices of Claims, etc................................................................... 27
         10.4  No Waiver................................................................................ 27
         10.5  Return of Distributions.................................................................. 27
         10.6  Indemnification of Covered Persons....................................................... 27

SECTION 11

         TRANSFER OF LIMITED PARTNERSHIP INTERESTS;WITHDRAWAL OF LIMITED PARTNERS....................... 28
         11.1  Admission, Substitution and Withdrawal of Limited Partners; Assignment................... 28
         11.2  Additional Limited Partners.............................................................. 31

SECTION 12

         DEATH, INCOMPETENCY OR BANKRUPTCYOR DISSOLUTION OF PARTNERS.................................... 34
         12.1  Bankruptcy, Dissolution of the General Partner........................................... 34
         12.2  Death, Incompetency, Bankruptcy, Dissolution or Withdrawal of a Limited Partner.......... 34

SECTION 13

         DURATION AND TERMINATION OF PARTNERSHIP........................................................ 35
         13.1  Duration................................................................................. 35

         13.2  Distribution Upon Dissolution............................................................ 36
         13.3  Distributions in Cash or in Kind......................................................... 37
         13.4  Time for Liquidation, etc................................................................ 37
         13.5  General Partner and Manager Not Personally Liable for Return of Capital Contributions.... 38
         13.6  Reorganization of the Partnership........................................................ 38

SECTION 14

          DEFINITIONS................................................................................... 40

SECTION 15

         AMENDMENTS; POWER OF ATTORNEY.................................................................. 49
         15.1  Amendments............................................................................... 49
         15.2  Power of Attorney........................................................................ 50
         15.3  Further Actions of the Limited Partners.................................................. 53

SECTION 16

         MISCELLANEOUS PROVISIONS....................................................................... 53
         16.1  Notices.................................................................................. 53
         16.2  Counterparts............................................................................. 54
         16.3  Table of Contents and Headings........................................................... 54
         16.4  Successors and Assigns................................................................... 54
         16.5  Severability............................................................................. 54
         16.6  Non-Waiver............................................................................... 54
         16.7  Applicable Law (Submission to Jurisdiction).............................................. 54
         16.8  Confidentiality.......................................................................... 55
         16.9  Survival of Certain Provisions........................................................... 55
         16.10  Waiver of Partition..................................................................... 55
         16.11  Entire Agreement........................................................................ 55
         16.12  Currency................................................................................ 56

                                       iv

This Amended and Restated Limited Partnership Agreement (as from time to time amended, supplemented or restated, this "AGREEMENT") of MARSH & McLENNAN CAPITAL TECHNOLOGY PROFESSIONALS VENTURE FUND, L.P., a Delaware limited partnership (the "Partnership"), is made and entered into as of December 2, 1999, for the purpose of amending and restating the Limited Partnership Agreement of the Partnership, dated September 28, 1999 (the "INITIAL AGREEMENT"). Capitalized terms used herein without definition have the meanings specified in Section 14.

SECTION 1

ORGANIZATION; ETC.

1.1 AMENDMENT AND RESTATEMENT OF THE INITIAL AGREEMENT; FILINGS,
ETC. (a) GENERAL. The General Partner, the Initial Limited Partner, and the Persons from time to time listed in the Partnership Register as limited partners of the Partnership (in their capacities as limited partners of the Partnership, the "LIMITED PARTNERS", and the General Partner and the Limited Partners being herein referred to collectively as the "PARTNERS", both such terms to include any Person hereafter admitted to the Partnership as a Limited Partner or a General Partner, as the case may be, in accordance with the terms hereof, and to exclude any Person that ceases to be a Partner in accordance with the terms hereof), hereby amend and restate the Initial Agreement in its entirety by deleting it and replacing it with this Agreement. Immediately following the admission of the first Limited Partner on the date hereof, the Initial Limited Partner shall cease to be a partner of the Partnership and shall have his original capital contribution returned to him and shall have no further rights or claims against, or obligations as a partner of, the Partnership. The parties hereto hereby agree to continue the Partnership as a limited partnership under and pursuant to the provisions of the Act and agree that the rights, duties and liabilities of the Partners shall be as provided in the Act, except as otherwise provided herein. A Person shall be admitted as a limited partner of the Partnership at the time that (I) the Agreement, a Power of Attorney and a Subscription Agreement, or counterparts thereof are executed by or on behalf of such Person and are accepted by the General Partner and (II) such Person is listed by the General Partner as a Limited Partner in the Partnership Register.

(b) PARTNERSHIP REGISTER. The General Partner shall cause to be maintained in the registered and principal offices of the Partnership a register of limited partnership interests of the Partnership setting forth the name, mailing address, Capital Commitment and group (as set forth in Section 3.1) of each Partner (the "PARTNERSHIP REGISTER"). The Partnership Register shall from time to time be updated as necessary to maintain the accuracy of the information contained therein. Except as may otherwise be provided herein, 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. Subject to the terms of this Agreement, the General Partner may authorize any action permitted hereunder in respect of the Partnership Register without any need to obtain the consent of any other Partner.

1.2 NAME AND OFFICES. The name of the Partnership is Marsh & McLennan Capital Technology Professionals Venture Fund, L.P. The registered office of the Partnership in the State of Delaware is initially located at One Rodney Square, 10th Floor, Tenth and King Streets, Wilmington, New Castle County, Delaware, 19801, and the registered agent for service of process on the Partnership at such address is RL&F Service Corp. The General Partner may change the registered office of the Partnership in the State of Delaware or the registered agent for service of process on the Partnership at any time upon notice to the Limited Partners in accordance with the terms of this Agreement. The Partnership shall have its initial principal office for its activities at 20 Horseneck Lane, Greenwich, Connecticut 06830. The General Partner may designate from time to time another office within or without the United States as the Partnership's principal office for its investment activities. The Partnership may from time to time have such other office or offices within or without the State of Delaware as may be designated by the General Partner.

1.3 PURPOSES. Subject to the other provisions of this Agreement, the purposes and business of the Partnership are to co-invest with Marsh & McLennan Capital Technology Venture Fund, L.P., a Delaware limited partnership (the "INSTITUTIONAL FUND" and, together with any other investment funds organized by MMC or its Affiliates which are authorized to co-invest with the Institutional Fund in Portfolio Companies, the "CO-INVESTMENT FUNDS"), and to acquire, hold, sell or otherwise dispose of Securities in accordance with and subject to the investment objectives, policies and procedures referred to in SCHEDULE A attached hereto (the "INVESTMENT GUIDELINES") and the other provisions of this Agreement, and to engage in such other activities as the General Partner deems necessary, advisable, convenient or incidental thereto, to engage in any business which may lawfully be conducted by a limited partnership formed pursuant to the Act and to carry on any business relating thereto or arising therefrom, including without limitation anything incidental, ancillary or necessary to the foregoing.

1.4 TERM. The term of the Partnership commenced on the date set forth in the Certificate of Limited Partnership of the Partnership (as it may be amended from time to time, the "CERTIFICATE") was filed in the Office of the Secretary of State of the State of Delaware (the "SECRETARY OF STATE") and shall continue, unless the Partnership is sooner dissolved, until the end of the term of the Institutional Fund (such term, as so extended, being referred to as the "TERM"), PROVIDED, that the General Partner in its sole discretion may extend such Term and

PROVIDED FURTHER that the Partnership shall continue after the last calendar day of the Term solely for purposes of Section 10.1(b). Notwithstanding the expiration of the Term, the Partnership shall continue as a separate legal entity until cancellation of the Certificate in accordance with Section 13.4(b) and in the manner provided in the Act.

1.5 FISCAL YEAR. The Fiscal Year of the Partnership 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 partnership accounting purposes.

1.6 PARTNERSHIP POWERS. In furtherance of the purposes specified in
Section 1.3 and without limiting the generality of Section 2.1, the Partnership and the General Partner, acting on behalf of the Partnership or on its own behalf and in its own name, as appropriate, shall be empowered to do or cause to be done any and all acts deemed by the General Partner, in its sole judgment, to be necessary, advisable, appropriate, proper, convenient or incidental to or for the furtherance of the purposes of the Partnership including, without limitation, the power and authority:

(a) to acquire, hold, manage, own and Transfer the Partnership's interests in Securities or any other investments made or other property or assets held by the Partnership, in accordance with and subject to the Investment Guidelines;

(b) to establish, have, maintain or close one or more offices within or without the State of Delaware and in connection therewith to rent or acquire office space and to engage personnel;

(c) to open, maintain and close bank and brokerage (including, without limitation, margin) accounts, including, without limitation, to draw checks or other orders for the payment of moneys, to exchange U.S. dollars held by the Partnership into non-U.S. currencies and vice versa, to enter into currency forward and futures contracts and to hedge Portfolio Investments, and to invest funds in Temporary Investments;

(d) to bring, defend, settle and dispose of Proceedings at law or in equity or before any Governmental Authority;

(e) to retain and remove consultants, custodians, attorneys, placement agents, accountants, actuaries and such other agents and employees of the Partnership as it may deem necessary or advisable, and to authorize each such agent and employee to act for and on behalf of the Partnership;

(f) to retain the Manager, as contemplated by Section 7.1, to render investment advisory and managerial services to the Partnership, PROVIDED that such retention shall not relieve the General Partner of any of its obligations hereunder;

(g) to cause the Partnership to enter into and carry out the terms of the Subscription Agreements without any further act, approval or vote of any Partner (including, without limitation, any agreements to induce any Person to purchase a limited partnership interest);

(h) to make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may, in the sole judgment of the General Partner, be necessary, appropriate, desirable or convenient for the acquisition, holding or Transfer of Securities for the Partnership;

(i) to enter into, deliver, perform and carry out contracts and agreements of every kind necessary or incidental to the offer and sale of limited partner interests in the Partnership, to the acquisition, holding and Transfer of Securities, or otherwise, to the accomplishment of the Partnership's purposes, and to take or omit to take such other action in connection with such offer and sale, with such acquisition, holding or Transfer, or with the business of the Partnership as may be necessary, desirable or convenient to further the purposes of the Partnership;

(j) to borrow money and to issue guarantees; and

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

SECTION 2

THE GENERAL PARTNER

2.1 MANAGEMENT. The management, control and operation of and the determination of policy with respect to the Partnership and its affairs shall be vested exclusively in the General Partner (acting directly or through its duly appointed agents), which is hereby authorized and empowered on behalf and in the name of the Partnership, subject to Section 2.2 and the other terms of this Agreement, to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable, convenient or incidental thereto. The

General Partner may exercise on behalf of the Partnership, and may delegate to the Manager, all of the powers set forth in Section 1.6, PROVIDED, that the management and the conduct of the activities of the Partnership shall remain the sole responsibility of the General Partner and all decisions relating to the selection and disposition of the Partnership's investments shall be made exclusively by the General Partner in accordance with this Agreement. The General Partner is hereby authorized to appoint a successor general partner.

2.2 LIMITATIONS ON THE GENERAL PARTNER. The General Partner shall not:

(a) do any act in contravention of any applicable law or regulation, or any provision of this Agreement or of the Certificate;

(b) possess Partnership property for other than a Partnership purpose;

(c) admit any Person as a general partner of the Partnership except as permitted by this Agreement and the Act;

(d) admit any Person as a Limited Partner except as permitted by this Agreement and the Act;

(e) Transfer its interest in the Partnership except as permitted by this Agreement and the Act; or

(f) permit the registration or listing of interests in the Partnership on an "established securities market," as such term is used in Treasury Regulations section 1.7704-1.

2.3 RELIANCE BY THIRD PARTIES. In dealing with the General Partner and its duly appointed agents (including, without limitation, the Manager), no Person shall be required to inquire as to the General Partner's or any such agent's authority to bind the Partnership.

2.4 EXPENSES. All Partnership Expenses and Organizational Expenses shall be paid by the Partnership.

2.5 LIABILITY OF THE GENERAL PARTNER AND THE MANAGER. (a) GENERAL. Except as provided in the Act, the General Partner has the powers, duties, responsibilities and liabilities of a partner in a partnership without limited partners (I) to the Partnership and the other Partners and (II) to Persons other than the Partnership and the other Partners. 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. No Partner shall be liable to the Partnership or any Partner for any action taken by any other Partner. To the extent that, at law or in equity, a Covered Person has duties and liabilities to the Partnership or to the Partners, such Covered Person acting under this Agreement or otherwise shall not be liable to the Partnership or any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent they expressly restrict, replace or modify the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to restrict, replace or modify such other duties and liabilities of such Covered Person. Except as otherwise expressly provided in this Agreement, the General Partner shall not be liable for the return of all or any portion of the Limited Partner's Capital Accounts or Capital Contributions.

(b) RELIANCE. A Covered Person (I) shall incur no liability in acting upon any signature or writing believed by it to be genuine, (II) 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 (III) 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, actuaries, auditors and other skilled Persons of its choosing, and shall not be liable for anything done, suffered or omitted in good faith 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 officers of the Covered Person. Except as otherwise provided in this Section 2.5, no Covered Person shall be liable to the Partnership or any Partner for any mistake of fact or judgment by the Covered Person in conducting the affairs of the Partnership or otherwise acting in respect of and within the scope of this Agreement. No Covered Person shall be liable for the return to any Limited Partner of all or any portion of any Limited Partner's Capital Account or Capital Contributions except as otherwise provided herein.

(c) DISCRETION. Whenever in this Agreement the General Partner or the Manager is permitted or required to make a decision (I) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude, the General Partner or the Manager, as the case may be shall be entitled to consider such interests and factors as it desires, including, without limitation, its own interests, or (II) in its "good faith" or under another expressed standard, the General Partner or the Manager, as the case may be 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 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 Act, or with respect to the interpretation of this

Agreement, the General Partner is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in good faith, and its determination and interpretation so made shall be final and binding on all parties.

2.6 CONFLICTS OF INTEREST. (a) POTENTIAL CONFLICTS OF INTEREST. While the Manager and the General Partner intend to avoid situations involving conflicts of interest, each Limited Partner acknowledges that there may be situations in which the interests of the Partnership, with respect to a Portfolio Company or otherwise, may conflict with the interests of the General Partner, a Senior Principal, the Manager or their respective Affiliates. Each Limited Partner agrees that the activities of the General Partner, a Senior Principal, the Manager, and their respective Affiliates not prohibited by this Agreement may be engaged in by the General Partner, any Senior Principal, the Manager or any such Affiliate, as the case may be, and will not, in any case or in the aggregate, be deemed a breach of this Agreement or any duty owed by any such Person to the Partnership or to any Partner.

(b) ACTUAL CONFLICTS OF INTEREST. On any issue involving actual conflicts of interest not provided for elsewhere in this Agreement, each of the Manager and the General Partner will be guided by its good faith judgment as to the best interests of the Partnership and shall take such actions as are determined by the Manager and the General Partner, as the case may be, to be necessary or appropriate to ameliorate any such conflict of interest and, in addition, may take such actions as may be permitted or required under the Institutional Fund Agreement. If the General Partner or the Manager takes an action in respect of a matter giving rise to a conflict of interest, neither the General Partner nor the Manager nor any of their respective Affiliates shall have any liability to the Partnership or any Limited Partner for actions in respect of such matter taken in good faith by them in the pursuit of their own respective interests.

2.7 TRANSFER OR WITHDRAWAL BY THE GENERAL PARTNER. To the extent permitted by law,

(a) the General Partner may at its election convert to a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction, or

(b) the General Partner may Transfer its interest as the general partner of the Partnership to, or be merged with and into, a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction for the purpose of serving as the general partner of the Partnership,

but only if in any such case such conversion, Transfer or merger will not result in a Material Adverse Effect on the Partnership or on the Limited Partners (in their capacities as limited partners of the Partnership). Upon any such conversion to such a limited partnership, limited liability company or other entity, or any such Transfer by or merger of the General Partner to or with such a limited partnership, limited liability company or other entity, such limited partnership, limited liability company or other entity shall be deemed to be the same Person as the General Partner for all purposes of this Agreement. All Subscription Agreements applicable to the Partnership that are in effect at the time of any such conversion, Transfer or merger shall thereafter continue in full force and effect.

2.8 CERTAIN OTHER RELATIONSHIPS. MMC, the General Partner, the Manager, each Senior Principal, and any of their respective Affiliates, or any subset of the foregoing, may organize or sponsor, private investment funds, including, without limitation, funds having primary investment objectives and policies substantially the same as those of the Partnership. Other than as expressly contemplated herein, this Agreement shall not restrict or limit the activities of MMC, the General Partner, the Manager, any Senior Principal or any of their respective Affiliates.

SECTION 3

LIMITED PARTNERS

3.1 LIMITED PARTNERS. Limited Partners shall be divided into groups as follows:

(a) "EMPLOYER LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

(b) "PROFITS LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

(c) "CASH LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

The Associated Commitments of the Profits Limited Partners shall be associated on the records of the Partnership with the Capital Commitment of the relevant Employer Limited Partner.

3.2 NO PARTICIPATION IN MANAGEMENT, ETC. No Limited Partner, in its capacity as a limited partner of the Partnership, shall take part in the management or control of the Partnership's affairs, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. No Limited Partner shall have the right to vote for the election, removal or replacement of the General Partner. No provision of this Agreement shall obligate any Limited Partner to refer investments to the Partnership or restrict any investments that a Limited Partner may make.

3.3 LIMITATION OF LIABILITY. Except as may otherwise be provided by the Act or in Section 10.1(b) or Section 6.12 or otherwise herein, the liability of a Limited Partner for any loss of the Partnership shall not exceed the sum of (A) the amount of its Capital Commitment, if any, (B) its interest in the undistributed assets of the Partnership, (C) its obligation to make other payments expressly provided for in this Agreement, and (D) its liability under any applicable law, including without limitation the Act.

3.4 NO PRIORITY, ETC. No Limited Partner shall have priority over any other Limited Partner either as to the return of the amount of its Capital Contribution to the Partnership or, except as provided in Section 6, as to any allocation of income, gain, deduction or loss.

SECTION 4

INVESTMENTS

4.1 INVESTMENTS IN PORTFOLIO COMPANIES. (a) CO-INVESTMENT. The Partnership shall co-invest with the other Co-Investment Funds in a manner determined in the sole discretion of the General Partner to be in accordance with Section 4.7 of the Institutional Fund Agreement.

(b) REINVESTMENT. Proceeds from the disposition of Portfolio Investments (I) may be reinvested by the General Partner to the same extent that the general partner of the Institutional Fund is permitted by the Institutional Fund Agreement to reinvest proceeds from the disposition of portfolio investments of the Institutional Fund, and (II) subject to Section 5.5, may be retained and used to make Portfolio Investments if the General Partner, in its sole discretion, determines that such retention and use would be reasonable in light of the timing and size of anticipated Portfolio Investments.

4.2 TEMPORARY INVESTMENTS. The General Partner may invest funds held by the Partnership in Temporary Investments pending investment in Portfolio Investments, pending distribution or for any other purpose.

SECTION 5

CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS

5.1 CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS OF THE PARTNERS.
(a) CAPITAL CONTRIBUTIONS. Except as otherwise provided herein, each Partner (other than the Profits Limited Partners) shall make Capital Contributions to the Partnership in the aggregate amount of the Capital Commitment of such Partner as set forth opposite its name in the Partnership Register, PROVIDED that, except as otherwise provided herein, the Partners (other than the Profits Limited Partners) shall make such Capital Contributions to the Partnership (I) in respect of Portfolio Investments, PRO RATA based on the Capital Commitments or Remaining Capital Commitments, as determined with respect to each Portfolio Investment by the General Partner in its sole discretion, of all the Partners (other than Defaulting Cash Limited Partners and Limited Partners (including, without limitation, an Employer Limited Partner in respect of an associated Profits Limited Partner) excused from making such a Capital Contribution pursuant to Section 5.2), and (II) in respect of Organizational Expenses and Partnership Expenses, PRO RATA based on the Capital Commitments of all the Partners (other than Defaulting Cash Limited Partners), and PROVIDED FURTHER that in respect of each Partner, such Partner's aggregate Capital Contributions shall not exceed such Partner's Capital Commitment.

(b) DRAWDOWNS. Except as otherwise provided herein, the Capital Contributions of each Partner (other than the Profits Limited Partners), shall be paid in separate Drawdowns, subject to the following terms and conditions:

(i) The General Partner shall provide each Employer Limited Partner and each Cash Limited Partner with a notice (as the same may be revised by the General Partner in its sole discretion, the "DRAWDOWN NOTICE") at least 3 days prior to the date of Drawdown. Each such Partner shall pay to the Partnership the Capital Contribution of such Partner as specified in the Drawdown Notice, in cash or other immediately available funds by the date of Drawdown specified in the Drawdown Notice.

(ii) Subject to Section 5.2, each Limited Partner (other than the Profits Limited Partners) shall pay to the Partnership the Capital Contribution of such Partner in respect

of Portfolio Investments, Partnership Expenses or Organizational Expenses, as the case may be, as specified in the Drawdown Notice (as the same may be revised), in cash or other immediately available funds by the date of Drawdown specified in the Drawdown Notice.

(iii) Each Capital Contribution by an Employer Limited Partner in respect of a Capital Commitment shall be associated on the records of the Partnership with the Profits Limited Partner with which such Capital Commitment is associated.

(c) CREDITORS. The provisions of this Section 5.1 are intended solely to benefit the Partners 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 Capital Contributions or to cause the General Partner to deliver a Drawdown Notice.

5.2 EXCUSED INVESTMENTS. The General Partner may, in its sole discretion, excuse, in whole or in part, any Limited Partner from participation in any Portfolio Investment if the General Partner, in its sole discretion, has determined that any such participation (I) may constitute a conflict of interest for such Limited Partner, the Partnership or any other Co-Investment Fund, (ii) may subject such Limited Partner, the Partnership or any other Co-Investment Fund to a material tax or material regulatory requirement to which it or they would not otherwise be subject, or which is reasonably likely to materially increase any such material tax or material regulatory requirement beyond what it would otherwise have been, or (III) may cause a Material Adverse Effect. In the event that, pursuant to the immediately preceding sentence, the General Partner excuses a Profits Limited Partner with respect to participation in a Portfolio Investment, the Associated Contribution of the Employer Limited Partner associated with such Profits Limited Partner shall be excused. For the avoidance of doubt, there will be no reduction in the Remaining Associated Commitment of an Employer Limited Partner with respect to an excused Profits Limited Partner associated with such Employer Limited Partner.

5.3 DEFAULTING LIMITED PARTNERS. (a) CASH LIMITED PARTNERS. If any Cash Limited Partner fails to contribute, in a timely manner, any portion of the Capital Commitment required to be contributed by such Cash Limited Partner hereunder or pursuant to such Cash Limited Partner's Subscription Agreement, or any portion of the amounts determined pursuant to Section 10.1 to be required to be contributed by such Cash Limited Partner, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "CASH LIMITED PARTNER DEFAULT"), then such Cash Limited Partner (a
"DEFAULTING CASH

LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section 5.3. The General Partner may choose not to designate any such Cash Limited Partner as a Defaulting Cash Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Cash Limited Partner, subject to such conditions as the General Partner and the Defaulting Cash Limited Partner may agree upon. In the event that a Cash Limited Partner becomes a Defaulting Cash Limited Partner, (I) such a Defaulting Cash Limited Partner's Remaining Capital Commitment (the "DEFAULTED COMMITMENTS") shall be deemed to be zero (except that the General Partner, the Employer Limited Partners and the Cash Limited Partners that are not Defaulting Cash Limited Partners shall have an option, exercisable within ten Business Days following the date of the notice referred to in the first sentence of this Section 5.3(a), to assume the Defaulted Commitments, if any, of the Defaulting Cash Limited Partner, such Defaulted Commitments to be assumed in proportion to the Capital Commitments and/or Associated Commitments, as the case may be, of the Partners exercising such option (the "EXERCISING PARTNERS")), (II) such Defaulting Cash Limited Partner shall be entitled to receive only one-half of the distributions that it would have been entitled to receive had it not become a Defaulting Cash Limited Partner, and the other one-half of such distributions (the "FORFEITED DISTRIBUTIONS") shall be made in accordance with this Section 5.3(a), and (III) such Defaulting Cash Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment for which such Defaulting Cash Limited Partner failed to contribute when due any portion of such Defaulting Cash Limited Partner's Capital Commitment or any Portfolio Investment made on or after such date. The Forfeited Distributions of a Defaulting Cash Limited Partner pursuant to this
Section 5.3(a) shall be applied as follows when and as amounts become distributable: FIRST, to the Partnership in an amount equal to the Organizational Expenses and Partnership Expenses, in each case as estimated in good faith by the Manager, attributable to such Defaulting Cash Limited Partner's Capital Commitment for the period from the date of Cash Limited Partner Default through the end of the Term, and SECOND, to the Exercising Partners in accordance with the respective Capital Commitments and/or Associated Commitments, as the case may be, of such Partners, or, if there are no Exercising Partners, to all Partners other than any Limited Partner, Cash Limited Partner, or Profits Limited Partner in default in accordance with their respective Capital Commitments and/or Associated Commitments, as the case may be. In addition, such Defaulting Cash Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Cash Limited Partner would be required to make to the Partnership pursuant to
Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Cash Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with
Section 13. Notwithstanding any other provision of this Section 5.3(a), the obligations of any Defaulting Cash Limited Partner to the Partnership

hereunder shall not be extinguished as a result of the operation of this Section
5.3(a). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the default of a Defaulting Cash Limited Partner.

(b) PROFITS LIMITED PARTNERS. If any Profits Limited Partner (A) fails to make, in a timely manner, any contributions required to be made by such Limited Partner pursuant to Section 6.12 or Section 10.1(b), or (B) fails to defer compensation at the time and in the amount required by the M&M Capital Plan, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "PROFITS LIMITED PARTNER DEFAULT"), then such Limited Partner (a "DEFAULTING PROFITS LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section 5.3(b). To the extent permitted by the M&M Capital Plan, the General Partner may choose not to designate any Profits Limited Partner as a Defaulting Profits Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Profits Limited Partner, subject to such conditions as the General Partner and the Defaulting Profits Limited Partner may agree upon. Except as may be otherwise provided in this Agreement, in the event that a Profits Limited Partner becomes a Defaulting Profits Limited Partner, (I) such a Defaulting Profits Limited Partner's interest in the Partnership attributable to such Defaulting Profits Limited Partner's unfunded deferral under the M&M Capital Plan would be purchased by the relevant Employer Limited Partner or its designee for $1.00, and (II) such Defaulting Profits Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment made on or after the date on which such Defaulting Profits Limited Partner failed to make deferrals when due under the M&M Capital Plan. For the avoidance of doubt, amounts deferred pursuant to the M&M Capital Plan by a Profits Limited Partner but not yet invested in Portfolio Investments at the time of a Profits Limited Partner Default by such Profits Limited Partner shall not be invested in Portfolio Investments. In addition, such Defaulting Profits Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Profits Limited Partner would be required to make to the Partnership pursuant to Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Profits Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13, and such Defaulting Profits Limited Partner's contribution in respect of Section 6.12 shall be distributed to its associated Employer Limited Partner. In addition, the Defaulting Profits Limited Partner may be required to purchase the portion of the interest of its associated Employer Limited Partner in the Partnership attributable to any outstanding Advance made by such Employer Limited Partner, in accordance with the provisions of sections 8.2 and 8.3 of the M&M Capital Plan. Notwithstanding any other provision of this Section 5.3(b), the obligations of any Defaulting Profits Limited Partner to the

Partnership hereunder shall not be extinguished as a result of the operation of this Section 5.3(b). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the Profits Limited Partner Default of a Defaulting Profits Limited Partner.

5.4 TERMINATION OF EMPLOYMENT (OTHER THAN TIER 1 LIMITED PARTNERS).
(a) TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Cash
Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) dies or is terminated as an employee or consultant of an Employer Limited Partner by reason of such Limited Partner's Total Disability or Retirement, such Cash Limited Partner or Profits Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Profits Limited Partner, the Employer Limited Partner associated with such terminated Profits Limited Partner) purchase, or designate a purchaser for, all or a portion of the interest in the Partnership of such Limited Partner, and in the case of a Cash Limited Partner, terminate such Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but have no obligation to grant any such request. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee, shall provide notice no later than 90 days after such request is made and shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership (or a greater amount agreed to by the General Partner or the Employer Limited Partner, as the case may be) within 60 days of such notice. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated Cash Limited Partner or Profits Limited Partner shall contribute to the Partnership (or the Partnership shall withhold from distributions otherwise due to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Without duplication, the obligations of such terminated Limited Partner pursuant to
Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

(b) OTHER TERMINATION. If a Cash Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) is terminated as an employee of or consultant to an Employer Limited Partner for a reason other than death, Total Disability or Retirement, the General Partner (or in the case of such a terminated Profits Limited Partner, the Employer Limited Partner associated with such terminated Profits Limited Partner) will have the right, but not the obligation, to purchase or designate a purchaser for the interest in the Partnership of such Limited Partner at any time after such termination. If such termination is an involuntary termination without an M&M Capital Cause Determination or is a voluntary termination, the purchase price for such Limited Partner's interest shall be the fair market value of such interest, which 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 selected by the General Partner (or the Employer Limited Partner, as the case may be) and approved by the Limited Partner, which approval shall not be unreasonably withheld. The cost of such appraisal shall be shared equally by the General Partner (or the Employer Limited Partner, as the case may be) and the Limited Partner. If the employment of a Limited Partner is terminated due to an involuntary termination with an M&M Capital Cause Determination, the purchase price for such Limited Partner's interest in the Partnership shall be the lesser of (I) an amount equal to the aggregate Capital Contributions made by such Limited Partner to the Partnership, (II) the Value of such interest or (III) the fair market value of such interest determined by an independent appraiser selected by the General Partner (or the Employer Limited Partner, as the case may be). Fair market value as of any date shall be determined as if the Partnership had been liquidated in an orderly manner as of such date. Upon any such purchase of a Limited Partner's interest in the Partnership, such Limited Partner shall have no further interest in the Partnership. In the absence of any such purchase of a Limited Partner's interest in the Partnership, such Limited Partner shall remain a Limited Partner in the Partnership and shall remain subject to all provisions of this Agreement, PROVIDED that such Limited Partner shall have no rights under Section 8.2(b). In addition, unless the General Partner in its sole discretion determines otherwise, the obligation of such a terminated Cash Limited Partner to make further Capital Contributions to the Partnership in respect of his or her Capital Commitment to fund Portfolio Investments made after the date of such Cash Limited Partner's termination will terminate, PROVIDED that if such obligation is not to be so terminated, notice that such obligation will continue will be given to such Cash Limited Partner within 180 days of the termination of employment of such Cash Limited Partner. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated Cash Limited Partner or Profits Limited Partner shall contribute to the Partnership (or the Partnership shall withhold from distributions otherwise due to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section

10.1(b) if all of the assets of the Partnership were liquidated as of the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Without duplication, the obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

5.5 TERMINATION OF A TIER 1 LIMITED PARTNER. (a) TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Tier 1 Limited Partner dies or is terminated as an employee of or consultant to an Employer Limited Partner by reason of such Tier 1 Limited Partner's Total Disability or Retirement, such Tier 1 Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Tier 1 Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Tier 1 Profits Limited Partner, its associated Employer Limited Partner) purchase or designate a purchaser for, all or a portion of the interest in the Partnership of such Tier 1 Limited Partner, and in the case of a Tier 1 Cash Limited Partner, terminate such Tier 1 Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but have no obligation to grant any such request. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee shall provide notice no later than 90 days after such request is made and, shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership within 60 days of such notice. The obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and
Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

(b) OTHER TERMINATION. If a Tier 1 Limited Partner is terminated as an employee or consultant for a reason other than death, Total Disability or Retirement, the General Partner (or in the case of a Tier 1 Profits Limited Partner, the Employer Limited Partner associated with such Tier 1 Profits Limited Partner) may, but only with the consent of such Tier 1 Limited Partner, purchase or designate a purchaser for the interest in the Partnership of such Tier 1 Limited Partner at a purchase price that is mutually agreed upon but which shall not be less than the Value of such interest. In addition, unless both the General Partner and a terminated Tier 1 Cash Limited Partner agree otherwise, the Remaining Capital Commitments of such Tier 1 Cash Limited Partner shall be reduced to zero and such terminated Tier 1 Cash Limited Partner shall have no further obligation to make Capital Contributions to the Partnership. Without

duplication, the obligations of such terminated Tier 1 Cash Limited Partner pursuant to Section 6.11(d), Section 6.12, and Section 10.1(b), as applicable, shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership. Upon termination of the employment of a Tier 1 Limited Partner, such Tier 1 Limited Partner or representative thereof, can require (I) that Distributable Cash apportioned to such Tier 1 Limited Partner be distributed promptly, and (II) that proceeds from the disposition of Portfolio Investments apportioned to such Limited Partner shall not be reinvested pursuant to Section 4.1(b).

(c) COMMITMENTS. In the event the Capital Commitments of any Tier 1 Cash Limited Partner are reduced pursuant to Section 5.5, the Employer Limited Partner will assume such Capital Commitments to the extent required to ensure that the Capital Commitments of the Tier 1 Cash Limited Partners, aggregated with the Capital Commitments of the Employer Limited Partner and the Associated Commitments of the Tier 1 Profits Limited Partners, equal at least $20 million.

5.6 SPECIAL CONSEQUENCES OF TERMINATION OF ANY PROFITS LIMITED PARTNER. If, for any reason, a Profits Limited Partner is terminated as an employee of or consultant to its associated Employer Limited Partner, there are additional consequences as set forth in the M&M Capital Plan. Such Profits Limited Partner will have an interest only in Portfolio Investments that were made during the period when the Profits Limited Partner made deferrals when due under the M&M Capital Plan. The Employer Limited Partner associated with such terminated Profits Limited Partner will purchase the portion of such Profits Limited Partner's interest in the Partnership attributable to such terminated Profits Limited Partner's unpaid deferral under the M&M Capital Plan for $1.00, and such terminated Profits Limited Partner's obligation to make further deferrals under the M&M Capital Plan will be reduced to zero. If, at the time the employment of a Profits Limited Partner with M&M Capital is terminated, (I) such Profits Limited Partner has not deferred an amount under the M&M Capital Plan at least equal to the amount of such Profits Limited Partner's Associated Commitment, and (II) the amount, if any, of the Capital Contributions of such Employer Limited Partner in respect of the associated Profits Limited Partner's interest in the Partnership exceeds the amount such Profits Limited Partner has deferred under the M&M Capital Plan, then such Employer Limited Partner may, in its discretion, require the Profits Limited Partner to purchase, for cash, the portion of such Employer Limited Partner's interest in the Partnership attributable to such excess Capital Contributions of such Employer Limited Partner in accordance with the provisions of sections 8.2 and 8.3 of the M&M Capital Plan.

5.7 FURTHER ACTIONS. To the extent necessary in the sole discretion of the General Partner, the General Partner shall cause this Agreement to be amended, without the need for

any further act, vote or approval of any other Partner or Person, to reflect as appropriate the occurrence of any of the transactions referred to in this
Section 5 or in Section 11 as promptly as is practicable after such occurrence.

SECTION 6

CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS; WITHHOLDING

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

6.2 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 each item of the Partnership's income and gain for such Period (allocated in accordance with
Section 6.9) and (II) the Capital Contributions, if any, made by such Partner during such Period and (B) decreasing such balance by (I) the amount of cash or the Value of Securities or other property distributed or deemed distributed to such Partner pursuant to Section 6 or Section 8 and (II) such Partner's allocable share of each item of the Partnership's deduction or loss for such Period (allocated in accordance with Section 6.10). Each Partner's Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement.

6.3 DISTRIBUTIONS. Distributable Cash attributable to any Portfolio Investment shall initially be apportioned among the Partners in proportion to their Sharing Percentages for such Portfolio Investment. Distributable Cash not attributable to a Portfolio Investment shall be apportioned among the Partners (other than the Employer Limited Partners) in proportion to their respective Capital Contributions giving rise to the Distributable Cash (or, in the case of a Profits Limited Partner, the Capital Contributions of the Employer Limited Partner associated with such Profits Limited Partner). Except as otherwise provided herein, Distributable Cash apportioned to the General Partner shall be distributed to the General Partner and Distributable Cash apportioned to a Cash Limited Partner shall be distributed to such Cash Limited Partner. Except as otherwise provided herein, Distributable Cash apportioned to a Profits Limited Partner shall be distributed as follows:

FIRST, 100% to the Employer Limited Partner associated with such Profits Limited Partner until the cumulative amount distributed to such Employer Limited Partner in respect of such Profits Limited Partner pursuant to this paragraph First is equal to the

sum of (I) the aggregate Capital Contributions of such Employer Limited Partner associated with such Profits Limited Partner used to fund the cost of such Portfolio Investment and each other Portfolio Investment previously disposed of, or used to fund Partnership Expenses and Organizational Expenses, and (II) such additional amount as is necessary to provide such Employer Limited Partner with a rate of return on such Capital Contributions equal to the AFR Rate (such sum, the "AFR RETURN"); and

SECOND, to such Profits Limited Partner.

6.4 TAX DISTRIBUTIONS. Notwithstanding Section 6.3, the Partnership may, either prior to, together with or subsequent to any distribution of Distributable Cash pursuant to Section 6.3 with respect to a Portfolio Investment, make distributions to all Partners (other than any Defaulting Cash Limited Partners or Defaulting Profits Limited Partners), regardless of their tax status, in amounts intended to enable such Partners (or any Person whose tax liability is determined by reference to the income of any such Partner) to discharge their United States federal, state and local (and, in the discretion, of the General Partner, non-U.S.) income tax liabilities arising from the allocations and distributions made (or to be made) pursuant to this Agreement with respect to such Portfolio Investment. The amount distributable pursuant to this Section 6.4 shall be determined by the General Partner in its sole discretion, taking into account the maximum combined United States federal, New York State and New York City tax rates applicable to individuals or corporations (whichever is higher) on ordinary income and capital gain (taking into account the applicable holding period), as the case may be, and the amounts of ordinary income and capital gain allocated to the Partners pursuant to this Agreement, and otherwise based on such reasonable assumptions as the General Partner determines in good faith to be appropriate (and the assumptions described in this sentence shall be applied equally to each Partner regardless of its tax status). The amount distributable to any Partner pursuant to any clause of
Section 6.3 shall be reduced by the amount distributed to such Partner pursuant to this Section 6.4, and the amount so distributed under this Section 6.4 shall be deemed to have been distributed to the extent of such reduction pursuant to such clause of Section 6.3 for purposes of making the calculations required by
Section 6.3.

6.5 OTHER PROVISIONS. (a) AVAILABLE ASSETS. Notwithstanding any other provision of this Agreement, distributions shall be made only to the extent of Available Assets and in compliance with the Act.

(b) DISPOSITION OF PORTION OF PORTFOLIO INVESTMENT. If less than all of the Portfolio Investments in a Portfolio Company are disposed of by the Partnership, the portion disposed of and the portion retained shall for purposes of Sections 6 and 10 (including for purposes of

applying the definitions used therein) be deemed to be two separate Portfolio Investments. Any Capital Contributions, allocations or distributions made with respect to such Portfolio Investment shall be allocated between the portion disposed of and the portion retained PRO RATA in proportion to their respective purchase prices.

(c) DEFERRAL OF DISTRIBUTIONS IN CONNECTION WITH OUTSTANDING ADVANCES. Notwithstanding paragraph Second of Section 6.3, if an Employer Limited Partner shall have notified the Partnership that, pursuant to the M&M Capital Plan, an Advance has been made to any Profits Limited Partner associated with such Employer Limited Partner, then an amount equal to the amount of such Advance shall be retained in the Partnership and not distributed to such Profits Limited Partner until such Employer Limited Partner shall have notified the Partnership that the Advance is no longer outstanding, at which time such amount (together with any earnings thereon) shall be distributed to such Profits Limited Partner. Any amount so withheld shall be invested by the Partnership in Temporary Investments for the account of the holder of such Profits Limited Partner.

6.6 DISTRIBUTIONS OF SECURITIES. Except in connection with the dissolution and liquidation of the Partnership as provided in Section 13, the General Partner shall not make any distributions in kind except to the extent the general partner of the Institutional Fund is permitted to make distributions in kind as provided in the Institutional Fund Agreement and as set forth herein. In the event that a distribution of Securities is made, such Securities shall be deemed to have been sold at their Value and the proceeds of such sale shall be deemed to have been distributed to the Partners for all purposes of this Agreement.

6.7 NEGATIVE CAPITAL ACCOUNTS. Except as provided by Section 6.12, no Limited Partner shall, and except as otherwise required by law the General Partner shall not, be required to make up a negative balance in its Capital Account.

6.8 NO WITHDRAWAL OF CAPITAL. Except as otherwise expressly provided herein, no Partner shall have the right to withdraw capital from the Partnership or to receive any distribution of or return on such Partner's Capital Contributions.

6.9 ALLOCATIONS. Each item of income, gain, loss and deduction of the Partnership (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Partners with respect to each Period as of the end of such Period in a manner that as closely as possible gives economic effect to the provisions of Sections 6 and 13 and the other relevant provisions of this Agreement.

6.10 TAX MATTERS. Except as otherwise provided herein, 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 Partner shall have the power in its sole discretion 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. Tax credits shall be allocated in good faith by the General Partner. All matters concerning allocations for United States federal, state and local and non-U.S. income tax purposes, including, without limitation, accounting procedures, not expressly provided for by the terms of this Agreement shall be determined in good faith by the General Partner. The General Partner may, in its sole discretion, cause the Partnership to make the election under section 754 of the Code. The General Partner 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 other state or local or non-U.S. tax laws). Each Partner hereby consents to such designation and agrees that upon the request of the General Partner it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. No Partner shall permit the Partnership to elect, and the partnership shall not elect, to be treated as an association taxable as a corporation for United States federal, state or local income tax purposes under Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state or local law. The Partnership shall not participate in the establishment of an "established securities market" (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a "secondary market or the substantial equivalent thereof" (within the meaning of section 1.7704-1(c) of the Treasury Regulations) or, in either case, the inclusion of interests in the Partnership thereon.

6.11 WITHHOLDING TAXES. (a) AUTHORITY TO WITHHOLD; TREATMENT OF WITHHELD TAX. 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 or any of its Affiliates (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 participation in the Partnership (including as a result of a distribution in kind). 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 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 of Distributable Cash pursuant to the relevant clause of Section 6.3 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 cash distribution but for such withholding. To the extent that such deemed payment exceeds the cash distribution that such Partner would have received at such time but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt 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 taxes withheld or otherwise paid until the Partnership has received such payment.

(b) WITHHOLDING TAX RATE. Any withholdings referred to in this
Section 6.11 shall be made at the maximum applicable statutory rate under the applicable tax law unless the General Partner shall have received an opinion of counsel or other evidence, satisfactory to the General Partner, to the effect that a lower rate is applicable, or that no withholding is applicable.

(c) WITHHOLDING FROM DISTRIBUTIONS TO THE PARTNERSHIP. In the event that the Partnership receives a distribution from or in respect of which tax has been withheld, the Partnership shall be deemed to have received cash in an amount equal to the amount of such withheld tax, and each Partner shall be deemed to have received as a distribution of Distributable Cash pursuant to the relevant clause of Section 6.3 the portion of such amount that is attributable to such Partner's interest in the Partnership as equitably determined by the General Partner.

(d) INDEMNIFICATION. Each Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Partnership and the General Partner against all claims, liabilities and expenses of whatever nature relating to the Partnership's or the General Partner's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Partnership or the General Partner as a result of such Partner's participation in the Partnership. In addition, the Partnership shall, hereby or pursuant to a separate indemnification agreement and to the fullest extent permitted by applicable law, indemnify and hold harmless each Portfolio Company and any other Covered Person who is or who is deemed to be the responsible withholding agent for United States federal, state or local or non-U.S. income tax purposes (other than any Covered Person that is indemnified by each Partner pursuant to the previous sentence) against all claims, liabilities and expenses of whatever nature relating to such Portfolio Company's or Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by such Portfolio Company or Covered Person, as the case may be, as a result of the participation in the Partnership of a Partner (other than such Covered Person). If, pursuant to a separate indemnification agreement or otherwise, the Partnership shall indemnify or be required to indemnify any Portfolio Company or Covered Person against any claims, liabilities or expenses of whatever nature relating to such Portfolio Company's or Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by such Portfolio Company or

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.

6.12 CLAWBACK BY PROFITS LIMITED PARTNERS. If, as of the date of the dissolution of the Partnership, prior to the application of this Section 6.12, the aggregate amount distributed pursuant to Section 6 or Section 13 to an Employer Limited Partner with respect to any Profits Limited Partner associated with such Employer Limited Partner is not sufficient to provide the AFR Return attributable to such Profits Limited Partner, such Profits Limited Partner shall contribute to the Partnership an amount that equals the amount of such shortfall and the Partnership shall, subject to Section 6.11 and applicable law, distribute such amount to such Employer Limited Partner.

6.13 FINAL DISTRIBUTION. The final distributions following dissolution shall be made in accordance with the provisions of Section 13.2.

SECTION 7

THE MANAGER

7.1 APPOINTMENT OF MANAGER. The Partnership will appoint the Manager to act as the investment advisor to and the manager of the Partnership pursuant to a separate agreement, which shall provide to the following effect:

(a) The Manager shall manage the operations of the Partnership, shall have the right to execute and deliver documents of the Partnership in lieu of the General Partner and shall have discretionary authority with respect to investments of the Partnership, including, without limitation, the authority to evaluate, monitor, exercise voting rights, liquidate and take other appropriate action with respect to investments on behalf of the Partnership, PROVIDED that the management and the conduct of the activities of the Partnership shall remain the sole responsibility of the General Partner and all decisions relating to the selection and disposition of the Partnership's investments shall be made exclusively by the

General Partner in accordance with this Agreement and subject to the Investment Guidelines. The Manager shall perform its duties hereunder or under the separate agreement in accordance with the Investment Guidelines. Appointment of the Manager by the Partnership shall not relieve the General Partner from its obligations to the Partnership hereunder or under the Act.

(b) The Manager shall act in conformity with this Agreement and with the instructions and directions of the General Partner. The Manager shall serve without fee.

The engagement by the Partnership of the Manager contemplated hereby may be set forth in a separate management agreement specifying in further detail the rights and duties of the Manager. Such engagement, whether or not set forth in such a management agreement, shall terminate upon the filing of a certificate of cancellation of the Partnership as described in Section 13.4(b).

SECTION 8

BANKING; ACCOUNTING; BOOKS AND RECORDS;
ADMINISTRATIVE SERVICES

8.1 BANKING. All funds of the Partnership may be deposited in such bank, brokerage or money market accounts as shall be established by the General Partner. Withdrawals from and checks drawn on any such account shall be made upon such signature or signatures as the General Partner may designate.

8.2 MAINTENANCE OF BOOKS AND RECORDS; ACCESS. (a) MAINTENANCE. The General Partner shall keep or cause to be kept complete records and books of account. Such books and records shall be maintained in accordance with the provisions of the Institutional Fund Agreement applicable to the records and books of account of the Institutional Fund as if such provisions were applicable to the Partnership. The books and records required by law to be maintained at the registered office of the Partnership shall be so maintained pursuant to the provisions of the Act.

(b) ACCESS. Such books and records shall be available, upon five Business Days' notice to the General Partner, for inspection and copying at reasonable times during normal business hours by a Limited Partner or its duly authorized agents or representatives for any purpose reasonably related to such Limited Partner's interest as a limited partner in the Partnership.

8.3 PARTNERSHIP TAX RETURNS. The General Partner shall cause the Partnership initially to elect the Fiscal Year as its taxable year and shall cause to be prepared and timely filed all tax returns required to be filed for the Partnership in the jurisdictions in which the Partnership conducts business or derives income for all applicable tax years.

8.4 VALUATION. For all purposes of this Agreement, "VALUE" shall mean, with respect to any assets or Securities, including but not limited to any Portfolio Investment, owned (directly or indirectly) by the Partnership at any time, the fair market value of such asset or Security, as determined by the General Partner in its sole discretion, and, if a Portfolio Investment was made prior to the Partnership's last fiscal quarter end, fair market value with respect to such Portfolio Investment generally shall be the valuation set forth for such Portfolio Investment in the Partnership's financial statements (as of such immediately preceding fiscal quarter end). The valuation may, in the discretion of the General Partner, be made by independent third parties appointed by the General Partner and deemed qualified by the General Partner to render an opinion as to the value of the Partnership assets as of any date, using such methods and considering such information relating to the investments, assets and liabilities of the Partnership as such Persons may deem appropriate.

SECTION 9

REPORTS TO PARTNERS

9.1 INDEPENDENT AUDITORS. The books of account and records of the Partnership shall be audited as of the end of each Fiscal Year by such recognized accounting firm as shall be selected by the General Partner. The Partnership's independent public accountants shall be a recognized independent public accounting firm selected from time to time by the General Partner in its sole discretion.

9.2 REPORTS TO CURRENT PARTNERS. As soon as practicable after the end of each Fiscal Year, the General Partner shall prepare and mail or cause to be prepared and mailed to each Limited Partner audited financial statements of the Partnership. If a Limited Partner so requests in writing, the Partnership shall provide to each Limited Partner on a timely basis, all reports sent (after the date of such request) to the limited partners of the Institutional Fund pursuant to the limited partnership agreement of the Institutional Fund.

9.3 UNITED STATES FEDERAL INCOME TAX INFORMATION. The General Partner shall use its commercially reasonable best efforts to send, no later than 90 days after the end of each

Fiscal Year, to each Limited Partner (or its legal representatives) and to each other Person that was a Limited Partner at any time during such Fiscal Year (or its legal representatives), a Schedule K-1, "Partner's Share of Income, Credits, Deductions, Etc.," to United States Internal Revenue Service Form 1065, "U.S. Partnership Return of Income," or any successor schedule or form, filed by the Partnership, for such Person.

9.4 ADDITIONAL INFORMATION. The General Partner shall promptly provide to any Tier 1 Limited Partner who so requests in writing such additional information concerning the Partnership as such Tier 1 Limited Partner may reasonably find relevant to the interests in the Partnership held by such Tier 1 Limited Partner.

SECTION 10

INDEMNIFICATION OF COVERED PERSONS

10.1 INDEMNIFICATION OF COVERED PERSONS, ETC. (a) INDEMNIFICATION GENERALLY. The Partnership and each Partner 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 (including, but not limited to, Claims arising out of the disposition of any Portfolio Company), 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 10.1, and all expenses referred to in Section 10.2, referred to as "DAMAGES"), except to the extent that it shall have been determined ultimately by a court of competent jurisdiction that such Damages arose primarily from the Disabling Conduct of such Covered Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that such Covered Person has engaged in Disabling Conduct or any Damages relating to such settlement arose primarily from the Disabling Conduct of any Covered Person. The provisions of this Section 10 shall survive the termination, dissolution and winding-up of the Partnership.

(b) CONTRIBUTION. Notwithstanding any other provision of this Agreement, at any time and from time to time and prior to the third anniversary of the last day of the Term, the General Partner may require the Partners to contribute to the Partnership an amount sufficient to satisfy all or any portion of the indemnification obligations of the Partnership pursuant to Section 10.1(a), whether such obligations arise before or after the last day of the Term, or with respect to any Person who is a Partner, before or after such Person ceases to be a Partner, PROVIDED that each Partner shall make such contributions in respect of its share of any such indemnification obligations made or required to be made as follows:

(i) if the Claims or Damages so indemnified against arise out of a Portfolio Investment by each Partner to which Distributable Cash was distributed in connection with such Portfolio Investment, in such amounts as shall result in each Partner retaining from such Distributable Cash the amount that would have been distributed to such Partner had the amount of Distributable Cash been, at the time of such distribution, reduced by the amount of such indemnification obligations, as equitably determined by the General Partner, and

(ii) in any other circumstances, by the Partners (other than the Employer Limited Partners) in proportion to their Capital Commitments and/or Associated Commitments, as the case may be.

Any distributions returned pursuant to this Section 10.1(b) shall not be treated as Capital Contributions, but shall be treated as returns of distributions and reductions in Distributable Cash, in making subsequent distributions pursuant to Sections 6.3 and 13.2. Notwithstanding anything in this Section 10 to the contrary, a Partner's liability under the first sentence of this Section 10.1(b) is limited to an amount equal to the sum of all distributions received by such Partner from the Partnership. Nothing in this Section 10.1(b), express or implied, is intended or shall be construed to give any Person other than the Partnership or the Partners any legal or equitable right, remedy or claim under or in respect of this Section 10.1(b) or any provision contained herein.

(c) NO DIRECT LIMITED PARTNER INDEMNITY. Limited Partners shall not be required directly to indemnify any Covered Person under this Section 10.1.

10.2 EXPENSES, ETC. To the fullest extent permitted by applicable law, 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 by a court of competent jurisdiction 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. All judgments against the Partnership, and all judgments against the Partnership and either or both of the General Partner and/or the Manager in respect of which the General Partner and/or the Manager are/is entitled to indemnification, shall first be satisfied from Partnership assets (including, without limitation, Capital Contributions and any payments under
Section 10.1(b)), before the General Partner or the Manager, as the case may be, is responsible therefor.

10.3 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 10, 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 shall 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 of such Proceeding, the Partnership shall not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. The Partnership shall 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.

10.4 NO WAIVER. Nothing contained in this Section 10 shall constitute a waiver by any Partner of any right that it may have against any party under United States federal or state securities, or non-U.S., laws.

10.5 RETURN OF DISTRIBUTIONS. At any time for a period of three years after the last day of the Term, each Person who was a Partner (other than an Employer Limited Partner) shall severally indemnify and hold harmless each Covered Person for such Partner's ratable share of Damages (based on the aggregate distributions received directly or indirectly by all Partners), on the same terms and, to the same extent and with the same limitations as if such

indemnity were given by the Partnership pursuant to Section 10.1(a) but without regard to Section 10.1(b), Section 10.2, or Section 10.3. The aggregate amount of a Partner's obligations under this Section 10.5 shall not exceed the amount of distributions from the Partnership theretofore received by such Partner.

10.6 INDEMNIFICATION OF COVERED PERSONS. The General Partner is hereby instructed to cause the Partnership to indemnify, hold harmless and release each Covered Person, and authorized to cause the Partnership to indemnify, hold harmless and release any other Person, in each case pursuant to a separate indemnification agreement and on such terms as it may in its absolute discretion deem appropriate. It is the express intention of the parties hereto that (A) the provisions of this Section 10 for the indemnification of Covered Persons may be relied upon by such Covered Persons and may be enforced by such Covered Persons (or by the General Partner on behalf of any such Covered Person, PROVIDED that the General Partner shall not have any obligation to so act for or on behalf of any such Covered Person) against the Partnership and the Partners pursuant to this Agreement or to a separate indemnification agreement, as if such Covered Persons were parties hereto, and (B) notwithstanding the provisions of Section 16.7, the term "gross negligence" shall have the meaning given such term under the laws of the State of Delaware.

SECTION 11

TRANSFER OF LIMITED PARTNERSHIP INTERESTS;
WITHDRAWAL OF LIMITED PARTNERS

11.1 ADMISSION, SUBSTITUTION AND WITHDRAWAL OF LIMITED PARTNERS; ASSIGNMENT. (a) GENERAL. Except as set forth in Section 5 or in this Section 11, no Additional Limited Partners may be admitted to, and no Limited Partner may withdraw from, the Partnership prior to the dissolution and winding-up of the Partnership. Except as set forth in this Section 11 no Limited Partner shall sell, transfer, assign, convey, pledge, mortgage, encumber, hypothecate or otherwise dispose of ("TRANSFER") all or any part of its interest in the Partnership, PROVIDED that any Limited Partner may, with the prior written consent of the General Partner (which consent may be withheld in the sole and absolute discretion of the General Partner) and upon compliance with Sections 11.1(b) and (c), Transfer all or a portion of such Limited Partner's interest in the Partnership.

(b) CONDITIONS TO TRANSFER. Any purported Transfer by a Limited Partner pursuant to the terms of this Section 11 shall, in addition to requiring the prior written consent referred to in Section 11.1(a), be subject to the satisfaction of the following conditions:

(i) the Limited Partner that proposes to effect such a Transfer (a "TRANSFEROR") or the Person to whom such Transfer is made (a "TRANSFEREE") shall pay all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith;

(ii) the Partnership shall receive from the Transferee (and in the case of clause (C) below, from the Transferor to the extent specified by the General Partner) (A) such documents, instruments and certificates as may be requested by the General Partner, pursuant to which such Transferee shall become bound by this Agreement, including, without limitation, a counterpart of this Agreement executed by or on behalf of such Transferee, (B) a certificate to the effect that the representations set forth in the Subscription Agreement of such Transferee are (except as otherwise disclosed to the General Partner) true and correct with respect to such Transferee as of the date of such Transfer and (C) such other documents, opinions, instruments and certificates as the General Partner shall request;

(iii) such Transferor or Transferee shall, prior to making any such Transfer, deliver to the Partnership the opinion of counsel described in Section 11.1(c);

(iv) the General Partner may, in its sole discretion, require any Limited Partner wishing to make a Transfer under this Section 11 or such Transferee to pay to the Partnership such amount in immediately available funds as is sufficient to cover all expenses incurred by or on behalf of the Partnership in connection with such substitution or Transfer, and in connection therewith, to execute and deliver such documents, instruments, certificates and opinions of counsel as the General Partner shall request;

(v) the General Partner shall be given at least 30 days' prior written notice of such desired Transfer;

(vi) the Transferor and the Transferee shall each provide a certificate to the effect that (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers (including, without limitation, NASDAQ or a foreign equivalent

thereto) and (B) it is not, and its proposed Transfer or acquisition
(as the case may be) will not be made by, through or on behalf of, (1)
a Person, such as a broker or a dealer, making a market in interests in the Partnership or (2) a Person who makes available to the public bid or offer quotes with respect to interests in the Partnership;

(vii) such Transfer will not be effected on or through an "established securities market" or a "secondary market or the substantial equivalent thereof," as such terms are used in section 1.7704-1 of the Treasury Regulations; and

(viii) such Transfer would not result in the Partnership at any time during its taxable year having more than 100 partners 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).

The General Partner may waive any or all of the conditions set forth in this
Section 11.1(b) (other than clause (vii) hereof) if in its sole discretion, it deems it in the best interest, or not opposed to the interest, of the Partnership to do so.

(c) OPINION OF COUNSEL. The opinion of counsel referred to in
Section 11.1(b)(iii) shall be in form and substance satisfactory to the General Partner, shall be from counsel satisfactory to the General Partner and shall be substantially to the effect that (unless specified otherwise by the General Partner) the consummation of the Transfer contemplated by the opinion:

(i) will not require registration under, or violate any provisions of, the Securities Act or any applicable state or non-U.S. securities laws;

(ii) will not require the General Partner or the Partnership to register as an investment company under the Investment Company Act; and, as required by the General Partner, that the Transferee is a Person that counts as one beneficial owner for purposes of section 3(c)(1) of the Investment Company Act;

(iii) will not require the Manager, the General Partner or any Affiliate of the Manager or the General Partner that is not registered under the Investment Advisers Act or the Partnership to register as an investment adviser under the Investment Advisers Act;

(iv) will not cause the Partnership to be taxable as corporation under the Code; and

(v) will not violate the laws, rules or regulation of any state or the rules and regulations of any Governmental Authority applicable to such Transfer.

In giving such opinion, counsel may, with the consent of the General Partner, rely as to factual matters on certificates of the Transferor, the Transferee and the General Partner.

(d) DEATH, INCAPACITY ETC. Subject to Sections 11.1(a), 11.1(b) and 11.1(c), the estate of a Limited Partner who is a natural person shall have the right to Transfer, upon the death, incompetency, bankruptcy, withdrawal or incapacity of such Limited Partner, his or her interest in the Partnership.

(e) SUBSTITUTE LIMITED PARTNERS. Notwithstanding any other provision of this Agreement, any Transferee of a Transferor's interest in the Partnership pursuant to the terms of this Section 11 may be admitted to the Partnership as a substitute limited partner of the Partnership (a "SUBSTITUTE LIMITED PARTNER") only with the consent of the General Partner, which consent may be withheld in the sole and absolute discretion of the General Partner. Upon the admission of such Transferee as a Substitute Limited Partner, all references herein to such Transferor shall be deemed to apply to such Substitute Limited Partner, and such Substitute Limited Partner shall succeed to all rights and obligations of the Transferor hereunder. A Person shall be deemed admitted to the Partnership as a Substitute Limited Partner at the time that the foregoing conditions are satisfied and such Person is listed as a limited partner of the Partnership in the Partnership Register. Any Transferee of an economic interest in the Partnership shall become a Substitute Limited Partner only upon satisfaction of the requirements set forth in this Section 11.1.

(f) TRANSFER IN VIOLATION OF AGREEMENT NOT RECOGNIZED. No attempted Transfer or substitution shall be recognized by the Partnership and any purported Transfer or substitution shall be void unless effected in accordance with and as permitted by this Agreement.

11.2 ADDITIONAL LIMITED PARTNERS. (a) CONDITIONS TO ADMISSION. In addition to the admission of Limited Partners at the Initial Closing, the General Partner, in its sole discretion, may schedule, from time to time, one or more additional Closings for one or more Person or Persons seeking admission to the Partnership as an additional limited partner of the Partnership (each such Person, an "ADDITIONAL LIMITED PARTNER", which term shall include any Person that is a Partner immediately prior to such additional Closing and that wishes to increase the amount of such Person's Capital Commitment or, in the case of a Profits Limited Partner, its Associated Commitment), subject to the determination by the General Partner in the exercise of its good

faith judgment that in the case of each such admission or increase the following conditions have been satisfied:

(i) Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary, convenient or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement pursuant to which such Additional Limited Partner agrees to be bound by the terms and provisions hereof or (if such Additional Limited Partner is a Cash Limited Partner or an Employer Limited Partner) to increase the amount of such Limited Partner's Capital Commitment, as the case may be and (B) a Power of Attorney.

(ii) Such admission or such increase shall not result in a violation of any applicable law, including, without limitation, United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Partnership shall not be required to register as an Investment Company under the Investment Company Act; none of the General Partner, the Manager or any Affiliate of the General Partner or Manager would be required to register as an investment adviser under the Investment Advisers Act; and the Partnership shall not become taxable as a corporation or association.

(a) On the date of its admission to the Partnership or the date of such increase, as the case may be, such Additional Limited Partner shall have paid or unconditionally agreed to pay to the Partnership, an amount equal to the sum of

(i) in the case of each Portfolio Investment then held by the Partnership, the percentage of such Additional Limited Partner's Capital Commitment or (if the Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Partners used to fund the cost of such Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of the previously admitted Partners that made Capital Contributions used to fund the cost of such Portfolio Investment and (Y) (without duplication) the Capital Commitments of all Additional Limited Partners, and

(ii) the percentage of such Additional Limited Partner's Capital Commitment or (if such Additional Limited Partner is increasing its Capital Commitment) the percentage of

the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners in respect of all Drawdowns which have theretofore been funded and not returned to the Partners, other than Drawdowns made and used to fund the cost of a Portfolio Investment and
(2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of all previously admitted Partners and (Y) (without duplication) the Capital Commitments of all Additional Limited Partners,

together with, in the case of clauses (A) and (B), an amount calculated as interest thereon at a rate per annum equal to the Prime Rate plus 200 basis points from the dates that contribution of such amounts by such Additional Limited Partner would have been due if such Additional Limited Partner had been admitted to the Partnership or had increased its Capital Commitment, as the case may be, on the date of the Initial Closing, to the date that the payment required to be made by such Additional Limited Partner pursuant to this Section 11.2(a)(iii) is made, which interest shall be treated as provided in Section 11.2(b), and less such amount as is necessary to take into account all distributions theretofore made.

A Person shall be deemed admitted to the Partnership as an Additional Limited Partner at the time that the foregoing conditions are satisfied and when such Person is listed as a limited partner of the Partnership, and the Capital Commitment made with respect to such Person is listed, in the Partnership Register. Notwithstanding the foregoing, a Person admitted to the Partnership as an Additional Limited Partner after March 31, 2000 shall not be permitted to participate in Portfolio Investments made prior to January 1st of the year following the year in which such Person was admitted to the Partnership.

(b) CERTAIN PAYMENTS AND TRANSFERS. Any amount paid by an Additional Limited Partner pursuant to Section 11.2(a)(iii)(A) with respect to the acquisition of Portfolio Investment (and any interest paid thereon) shall be remitted promptly to the previously admitted Partners, PRO RATA in accordance with their Capital Contributions used to fund the acquisition of such Portfolio Investment (before giving effect to the adjustments referred to in the following clause), and the Partners' Sharing Percentages for such Portfolio Investment shall be appropriately adjusted. Any amount paid by an Additional Limited Partner pursuant to Section 11.2(a)(iii)(B) (and any interest paid thereon) shall be remitted promptly to the previously admitted Partners, PRO RATA in accordance with their Capital Commitments. Such payments and remittances shall, in accordance with section 707(a) of the Code, be treated for all purposes of this Agreement and for all accounting and tax reporting purposes as payments made directly from the Additional Limited Partner to the previously admitted Partners and not as items of

Partnership income, gain, loss, deduction, contribution or distribution. Such Additional Limited Partner shall succeed to the Capital Contributions of the previously admitted Partners attributable to the portion of the amount remitted to such previously admitted Partners pursuant to Section 11.2(a)(iii) (not including any amount calculated as interest thereon), as appropriate, and the Capital Contributions of the previously admitted Partners shall be decreased accordingly. In addition, the Remaining Capital Commitments of the previously admitted Limited Partners shall be increased by such amount remitted (not including any amount calculated as interest thereon), and the amount of such increase in Remaining Capital Commitments may be called again by the Partnership. The Remaining Capital Commitment of the Additional Limited Partner shall be appropriately determined by the General Partner. The Partnership Register shall be amended by the General Partner as appropriate to show the name and business address of each Additional Limited Partner and the amount of its Capital Commitment. Neither the admission of an Additional Limited Partner nor an increase in the amount of an Additional Limited Partner's Capital Commitment shall be a cause for dissolution of the Partnership.

(c) NO CONSENT. The transactions contemplated by this
Section 11.2 shall not require the consent of any of the Limited Partners.

(d) MULTI-FUND AND MULTI-VEHICLE ADJUSTMENTS. The payments to be made by, and distributions to be made to, certain Partners pursuant to Section
11.2 (a) and (b), and the adjustments to be made pursuant to Section 11.2(c) of the Institutional Fund Agreement, shall be adjusted by the General Partner if it determines in its discretion that such adjustment is necessary or appropriate to take into account (I) that investments held by the Partnership may, as of any Closing Date, be held by one or more of the Co-Investment Funds, and (II) closings of a Co-Investment Fund. Notwithstanding any other provision of this Agreement, investments held by the Partnership, and/or the other Co-Investment Funds may be transferred among such entities (for a price equal to cost plus interest thereon at a rate per annum of the Prime Rate plus 200 basis points) to effectuate the purposes of this Section 11.2 and Section 11.2 of the Institutional Fund Agreement. After the payments, distributions and adjustments described in this Section 11.2(d) and in Section 11.2(c) of the Institutional Fund Agreement are taken into account, each investment in a Portfolio Company shall be held by the Partnership and any Co-Investment Fund in proportion to their respective capital commitments, including, without limitation, all capital committed to the Partnership or any such Co-Investment Fund, as the case may be, after the date on which such investment was made but prior to March 31, 1999.

SECTION 12

DEATH, INCOMPETENCY OR BANKRUPTCY
OR DISSOLUTION OF PARTNERS

12.1 BANKRUPTCY, DISSOLUTION OF THE GENERAL PARTNER. In the event of the bankruptcy or dissolution and commencement of winding up of the General Partner or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Act, the Partnership shall be dissolved and its affairs shall be wound up as provided in Section 13, unless the business of the Partnership is continued pursuant to Section 13.1(a). The General Partner shall take no action voluntarily to declare bankrupctcy or accomplish its dissolution prior to the dissolution of the Partnership. Notwithstanding any other provision of this Agreement, the bankruptcy of the General Partner will not cause the General Partner to cease to be a general partner of the Partnership, and upon the occurrence of such an event, the business of the Partnership shall continue without dissolution.

12.2 DEATH, INCOMPETENCY, BANKRUPTCY, DISSOLUTION OR WITHDRAWAL OF A LIMITED PARTNER. The death, incompetency, insanity, or other legal incapacity, bankruptcy, dissolution, retirement, resignation, or withdrawal of a Limited Partner or the occurrence of any other event that causes a Limited Partner to cease to be a Partner of the Partnership shall not in and of itself dissolve or terminate the Partnership; and the Partnership, notwithstanding such event, shall continue without dissolution upon the terms and conditions provided in this Agreement, and each Limited Partner, by executing this Agreement, agrees to such continuation of the Partnership without dissolution.

SECTION 13

DURATION AND TERMINATION OF PARTNERSHIP

13.1 DURATION. (a) DISSOLUTION EVENTS. 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:

(i) the day after the date that is one year after the dissolution of the Institutional Fund; or

(ii) the last Business Day of the Fiscal Year in which all assets acquired, or agreed to be acquired, by the Partnership have been sold or otherwise disposed of; or

(iii) the withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner, or the assignment by the General Partner of its entire interest in the Partnership in contravention of this Agreement, or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Act, UNLESS, within 90 calendar days after the occurrence of such event, a substitute general partner is appointed by the a Majority in Interest effective as of the date of withdrawal (I) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership that is hereby authorized to and does (unanimously in the case of more than one general partner) elect to continue the business of the Partnership without dissolution or (II) the business of the Partnership is otherwise continued without dissolution pursuant to the provisions of the Act and PROVIDED, that for the purposes of this Section 13.1, the General Partner shall not be deemed to have been dissolved or to have commenced a winding up as a result of the fact that any general partner of the General Partner ceases to be a general partner of the General Partner if and as long as the General Partner shall have at least one remaining general partner who shall have the right and shall elect to carry on the business of the General Partner; and PROVIDED, FURTHER, that the conversion of the General Partner to a limited partnership, limited liability company or other entity, or the Transfer of the General Partner's interest as the general partner of the Partnership to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity as provided for in Section 2.7 shall not, for the purposes of this Section 13.1 be deemed a dissolution or winding up or commencement of winding up of the General Partner; or

(iv) a decision, made by the General Partner in its sole discretion, to dissolve the Partnership because it has determined, due to a change in the text, application or interpretation of any applicable statute, regulation, case law, administrative ruling or other similar authority (including, without limitation, changes that result in the Partnership being taxable as a corporation under United States federal income tax law), that the Partnership cannot carry out its investment program as contemplated by this Agreement; or

(v) the entry of a decree of judicial dissolution.

(b) CONTINUATION OF THE PARTNERSHIP AFTER DISSOLUTION. As contemplated by Sections 1.4 and 10.1, the Partnership shall continue after the expiration of the Term for purposes of Section 10.1(b). After dissolution of the Partnership, the Partnership shall engage in no activities other than those contemplated by Sections 10.1 and 13, and those reasonably necessary, convenient or incidental thereto.

13.2 DISTRIBUTION UPON DISSOLUTION. Upon the dissolution of the Partnership, the General Partner (or, if dissolution of the Partnership should occur by reason of Section 13.1(a)(iii), a liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, or other representative duly designated by a Majority in Interest) shall proceed, subject to the provisions of this Section 13, to liquidate the Partnership and apply the proceeds of such liquidation, or in its sole discretion to distribute Partnership assets, in the following order of priority:

FIRST, to creditors in satisfaction of debts and liabilities of the Partnership, whether by payment or the making of reasonable provision for payment (other than any loans or advances that may have been made by any of the Partners to the Partnership), and the expenses of liquidation whether by payment or the making of reasonable provision for payment, any such reasonable reserves (which may be funded by a liquidating trust) to be established by the General Partner (or any liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, or other representative duly designated by a Majority in Interest) in amounts deemed by it to be reasonably necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether fixed or contingent, conditional or unmatured);

SECOND, to the Partners in satisfaction of any loans or advances that may have been made by any of the Partners to the Partnership, whether by payment or the making of reasonable provision for payment;

THIRD, to the Partners in accordance with Section 6.3.

13.3 DISTRIBUTIONS IN CASH OR IN KIND. Upon the dissolution of the Partnership, the General Partner (or liquidating trustee selected by the General Partner or, if the General Partner has dissolved or withdraws from the Partnership, a representative duly designated by a Majority in Interest) its successor or other representative shall use its 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 13.2, PROVIDED THAT if in the good faith business judgment of the General Partner (or such liquidating trustee or other representative), a Partnership asset should not be liquidated, the General Partner (or such 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 Partner's 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 13.2, subject to the priorities set forth in Section 13.2, PROVIDED FURTHER that the General Partner (such 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 paragraphs First and Second of Section 13.2. The General Partner may cause certificates evidencing any Securities to be distributed to be imprinted with legends as to such restrictions on transfers that it may deem necessary or appropriate, including, without limitation, legends as to applicable 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 (A) that such Securities will not be transferred except in compliance with such restrictions and (B) to such other matters as the General Partner may deem necessary, appropriate convenient or incidental to the foregoing.

13.4 TIME FOR LIQUIDATION, ETC. (a) At the end of the term of the Partnership as provided for in the provisos to Section 1.4, the Partnership shall be liquidated and any remaining assets shall be distributed in accordance with Section 13.2. 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 to creditors so as to enable the General Partner to seek to minimize potential losses upon such liquidation. Subject to Section 13.1, 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 Partnership with the Secretary of State, as provided in 13.4(b).

(b) FILING OF CERTIFICATE OF CANCELLATION. Upon completion of the foregoing, the General Partner (or any liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, a representative duly designated by a Majority in Interest) shall execute, acknowledge and cause to be filed a certificate of cancellation of the Partnership with the Secretary of State, PROVIDED that the winding up of the Partnership will not be deemed complete and such certificate of cancellation will not be filed by the 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 applicable law.

13.5 GENERAL PARTNER AND MANAGER NOT PERSONALLY LIABLE FOR RETURN OF CAPITAL CONTRIBUTIONS. None of the General Partner or the Manager, or any of its or their respective Affiliates shall be personally liable for the return of all or any portion of the Capital Accounts or the Capital Contributions of any Partner, and such return shall be made solely from available Partnership assets, if any, and each Limited Partner hereby waives any and all claims it may have against the General Partner or the Manager, or any of its or their respective Affiliates thereof in this regard.

13.6 REORGANIZATION OF THE PARTNERSHIP. To the extent permitted by law, in order to effect a reorganization of the Partnership,

(a) the General Partner may cause the conversion of the Partnership to a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction or

(b) the General Partner may cause the exchange of the interests of the Partners in the Partnership for interests in, or cause the Partnership to be merged with and into, a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction,

but only if in any such case the Partners (including, without limitation, their successors) shall become, and no other Persons (other than Persons necessary for the qualification of such limited partnership, limited liability company or other entity under such laws) shall be, the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, PROVIDED that no such conversion, exchange or merger shall be permitted unless

(i) the General Partner shall first have delivered to the Partnership

(A) a written opinion from Debevoise & Plimpton or other counsel of recognized standing experienced in United States federal income tax matters, to the effect that such limited partnership, limited liability company or other entity will be classified as a partnership, and will not be treated as a corporation, for United States federal income tax purposes, and

(B) a written opinion (the conclusions of which may be based in part on the opinion specified in the immediately preceding clause (A)) of each of

(1) experienced counsel admitted to practice in each jurisdiction in which such limited partnership, limited liability company or other entity is formed or has an office and

(2) experienced counsel admitted to practice in each jurisdiction (X) in which such limited partnership, limited liability company or other entity shall have an office, be doing business or otherwise be subject to the income tax laws of such jurisdiction immediately after such conversion, exchange or

merger and (Y) under the income tax laws of which the Partnership was not taxed directly on its income before such conversion, exchange or merger,

to the effect that such conversion, exchange or merger would not cause such limited partnership, limited liability company or other entity to be taxed directly on its income under the income tax laws of such jurisdiction,

(ii) the General Partner shall have first delivered to the Partnership a written opinion of experienced counsel admitted to practice in the jurisdiction under the laws of which such limited partnership, limited liability company or other entity is formed, to the effect that such conversion, exchange or merger would not adversely affect the limited liability of the Limited Partners,

(iii) such conversion, exchange or merger would not result in the violation of any applicable securities laws,

(iv) such conversion, exchange or merger would not result in such limited partnership, limited liability company or other entity being required to register as an Investment Company under the Investment Company Act or any law of similar import of the jurisdiction under the laws of which such limited partnership, limited liability company or other entity is formed, and would not result in the General Partner or any Affiliate of the General Partner being required to register as an investment adviser under the Investment Advisers Act or any law of similar import of such jurisdiction, and

(v) the General Partner shall have made a good faith determination that such conversion, exchange or merger would not adversely affect the rights or increase the liabilities of the Limited Partners.

Upon any such conversion, exchange or merger, such limited partnership, limited liability company or other entity shall be treated as the successor to the Partnership for all purposes of this Agreement and of the corresponding agreement pursuant to which the rights and obligations of the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, are determined. All Subscription Agreements applicable to the Partnership that are in effect at the time of any such conversion, exchange or merger shall thereafter continue in full force and effect, and shall apply to the limited partnership, limited liability company or other entity that becomes the successor to the Partnership pursuant to such conversion, exchange or merger. In conjunction with any such conversion, exchange or merger, the General Partner may execute, on behalf of the Partnership

and each of the Limited Partners, all documents that in its reasonable judgment are necessary or appropriate to consummate such conversion, exchange or merger, including, but not limited to, the agreement pursuant to which the rights and obligations of the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, are determined (in the case of such a conversion to, exchange for interests in or merger into a limited partnership, including the limited partnership agreement thereof), all without any further consent or approval of any other Partner, PROVIDED, that no such agreement may directly or indirectly effect a modification or amendment of the rights and obligations of the Partners which, if such modification or amendment were made to this Agreement, would require the consent of the Partners, any group thereof, or any individual Partner as provided in Section 15.1, unless the consent to such modification or amendment required under Section 15.1 is obtained. A reorganization of the Partnership pursuant to this Section 13.6 shall not be deemed to be or result in a dissolution, winding up or commencement of winding up of the Partnership.

SECTION 14

DEFINITIONS

As used herein the following terms have the respective meanings set forth below (each such meaning to be equally applicable to the singular and plural forms of the respective terms so defined):

"ACT" shall mean the Delaware Revised Uniform Limited Partnership Act, 6 DEL C. ss.17-701 ET SEQ., as amended, and any successor to such statute.

"ADDITIONAL LIMITED PARTNER" shall have the meaning set forth in
Section 11.2(a).

"ADJUSTMENT DATE" shall mean the last Business Day of any Fiscal Year or any other date determined by the General Partner, in its sole discretion, as appropriate for an interim closing of the Partnership's books.

"ADVANCE" shall mean, with respect to a Profits Limited Partner, the amount by which the Associated Contributions exceed the amount of the deferrals made under the M&M Capital Plan by the Person who is such Profits Limited Partner and credited to such Person's AFR Account (as defined in the M&M Capital Plan) under the M&M Capital Plan.

"AFFILIATE" shall mean, 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 none of the Portfolio Companies or portfolio companies of The Trident Partnership, L.P. or Trident II, L.P. shall be an "Affiliate" of a Senior Principal, the Manager, the General Partner or the Partnership.

"AFR RATE" shall mean the fixed rate of return as of the date of the first Drawdown, equal to the applicable federal long-term rate under section 1274(d) of the Code, compounded annually, as determined in the good faith judgment of the General Partner, PROVIDED, that the General Partner may increase such fixed rate of return if, as of the date of any subsequent Drawdown, such fixed rate of return is less than the applicable federal rate under Section 1274(d) of the Code, compounded annually.

"AFR RETURN" shall have the meaning set forth in Section 6.3, paragraph FIRST.

"AGREEMENT" shall have the meaning set forth in the initial paragraph of this Agreement.

"ASSOCIATED COMMITMENT" shall mean, with respect to a Profits Limited Partner, the Capital Commitment of the Employer Limited Partner associated with such Profits Limited Partner.

"ASSOCIATED CONTRIBUTION" shall mean, with respect to a Profits Limited Partner, the Capital Contribution of the Employer Limited Partner associated with such Profits Limited Partner.

"AVAILABLE ASSETS" shall mean as of any date, the excess of the cash, cash equivalent items and Temporary Investments held by the Partnership over the sum of the amount of such items determined by the General Partner to be reasonably necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether fixed, contingent, conditional or unmatured), including, but not limited to, the Partnership's indemnification obligations and for the establishment of appropriate reserves for such expenses, liabilities and obligations as may arise, including, without limitation, the maintenance of adequate working capital for the continued conduct of the Partnership's business.

"BUSINESS DAY" shall mean any day on which banks in New York City are not required or authorized by law to remain closed.

"CAPITAL ACCOUNT" shall have the meaning set forth in Section 6.1.

"CAPITAL COMMITMENT" shall mean the commitment of each Cash Limited Partner and each Employer Limited Partner to contribute capital to the Partnership pursuant to Section 5.1 as set forth in the Partnership Register. The Associated Commitments of the Profits Limited Partners shall be associated on the records of the Partnership with the Capital Commitment of the relevant Employer Limited Partner.

"CAPITAL CONTRIBUTION" shall mean with respect to a Partner other than a Profits Limited Partner, the amount of capital contributed pursuant to a single Drawdown or the aggregate amount of such contributions, as the context requires, by such Partner to the Partnership pursuant to Section 5.1 and the other provisions of this Agreement.

"CASH LIMITED PARTNERS" shall have the meaning set forth in Section 3.1(c).

"CERTIFICATE" shall have the meaning set forth in Section 1.4.

"CLAIMS" shall have the meaning set forth in Section 10.1(a).

"CLOSING" shall have the meaning set forth in the Subscription Agreements.

"CLOSING DATE" shall mean any date on which a Closing occurs.

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

"CO-INVESTMENT FUNDS" shall have the meaning set forth in Section 1.3.

"COVERED PERSONS" shall mean (I) the General Partner, the Manager and the Senior Principals; (II) each of the respective Affiliates of each Person identified in clause (i) of this definition; and (III) each Person who is or at any time becomes a shareholder, officer, director, employee, partner, member, manager, consultant or agent of any of the Persons identified in clause (i) or clause (ii) of this definition.

"DAMAGES" shall have the meaning set forth in Section 10.1(a).

"DEFAULTED COMMITMENT" shall have the meaning set forth in Section 5.3(a).

"DEFAULTING CASH LIMITED PARTNER" shall have the meaning set forth in Section 5.3(a).

"DEFAULTING PROFITS LIMITED PARTNER" shall have the meaning set forth in Section 5.3(b).

"DISABLING CONDUCT" shall mean, with respect to any Person, fraud, willful misfeasance, gross negligence or reckless disregard, in each case, of such Person's duties to the Partnership.

"DISTRIBUTABLE CASH" shall mean, for each Period and each Partner, the excess of (I) the sum of cash receipts of all kinds, over (II) cash disbursements or reserves for expenses, liabilities or obligations of the Partnership or amounts retained by the Partnership to be reinvested pursuant to
Section 4.1(b).

"DRAWDOWN NOTICE" shall have the meaning set forth in Section 5.1(b)(i).

"DRAWDOWNS" shall mean the Capital Contributions made to the Partnership pursuant to Section 5.1 from time to time by the Partners pursuant to Drawdown Notices.

"EMPLOYER LIMITED PARTNERS" shall have the meaning set forth in
Section 3.1(a).

"EXCUSED LIMITED PARTNER" shall mean, with respect to any Portfolio Investment, any Limited Partner that, pursuant to Section 5.2, is excused from making a Capital Contribution or Associated Contribution, as the case may be, in respect thereof.

"EXERCISING PARTNER" shall have the meaning set forth in Section 5.3(a).

"FISCAL YEAR" shall mean the fiscal year of the Partnership, as determined pursuant to Section 1.5.

"FORFEITED DISTRIBUTIONS" shall have the meaning set forth in
Section 5.3(a).

"GENERAL PARTNER" shall mean Marsh & McLennan GP II, Inc., a Delaware corporation, and any additional or successor general partner of the Partnership in its capacity as a general partner of the Partnership, as such entity may be affected by the provisions of Section 2.7.

"GOVERNMENTAL AUTHORITY" shall mean any United States federal, state or local, or any non-U.S.: court, arbitrator or governmental agency, authority, commission, instrumentality or administrative or regulatory body.

"INITIAL AGREEMENT" shall have the meaning set forth in the initial paragraph of this Agreement.

"INITIAL CLOSING" shall mean the first Closing under which Limited Partners have acquired interests in the Partnership pursuant to the Subscription Agreements.

"INITIAL LIMITED PARTNER" shall mean Richard A. Goldman, in such capacity as the initial limited partner of the Partnership.

"INSTITUTIONAL FUND AGREEMENT" shall mean the Amended and Restated Limited Partnership Agreement, as amended from time to time, of the Institutional Fund.

"INSTITUTIONAL FUND" shall have the meaning set forth in Section 1.3.

"INVESTMENT ADVISERS ACT" shall mean the United States Investment Advisers Act of 1940, as amended from time to time, and any successor statute thereto.

"INVESTMENT COMPANY ACT" shall mean the United States Investment Company Act of 1940, as amended from time to time, and any successor statute thereto.

"INVESTMENT COMPANY" shall mean any Person that comes within the definition of "investment company" contained in the Investment Company Act.

"INVESTMENT GUIDELINES" shall have the meaning set forth in Section 1.3.

"LIMITED PARTNERS" shall have the meaning set forth in Section 1.1(a), shall mean the Cash Limited Partners, any Employer Limited Partners and the Profits Limited Partners and all other Partners admitted (excluding, without limitation, all Persons that cease to be Partners in accordance with the terms hereof), from time to time, as limited partners of the Partnership in accordance with the provisions of this Agreement and as set forth in the Partnership Register, and shall include without limitation such Partner's successors and permitted assigns.

M&M CAPITAL CAUSE DETERMINATION" shall mean, with respect to any Limited Partner, a determination (made in a reasonable manner) by the General Partner (in the case of a

Cash Limited Partner) or the relevant Employer Limited Partner (in the case of a Profits Limited Partner) that such Limited Partner has committed one or more acts involving gross negligence or willful misconduct.

"M&M CAPITAL PLAN" shall mean the Amended and Restated Marsh & McLennan Inc. Deferred Compensation and Profits Limited Partnership Plan effective as of December 1, 1998., as may be amended from time to time.

"MAJORITY IN INTEREST" shall mean Partners who, at the time in question, have Capital Account balances having values equal to more than 50% of the aggregate Capital Account balances of all the Cash Limited Partners who are not Defaulting Cash Limited Partners and all Profits Limited Partners who are not Defaulting Profits Limited Partners.

"MANAGER" shall mean Marsh & McLennan Capital, Inc., a Delaware corporation, or any successor thereto.

"MATERIAL ADVERSE EFFECT" shall mean, as applicable, (A) a violation of a statute, rule or governmental administrative policy applicable to a Partner regulation of a Governmental Authority which could a material adverse effect on a Portfolio Company or any Affiliate thereof or on the Partnership, the General Partner, the Manager or any of their respective Affiliates or on any Partner or any Affiliate of any such Partner, or (B) an occurrence which could subject a Portfolio Company or Affiliate thereof or the Partnership, the General Partner, the Manager or any of their respective Affiliates or any Partner or any Affiliate of any such Partner to any material tax or material regulatory requirement to which it would not otherwise be subject, or which could materially increase any such material tax or material regulatory requirement beyond what it would otherwise have been.

"MMC" shall mean Marsh & McLennan Companies, Inc., a Delaware corporation, and any successors thereto, and, as the context requires, its subsidiaries and other Affiliates, including, without limitation, Marsh USA Inc. (formerly known as J&H Marsh & McLennan, Inc.), Guy Carpenter & Company, Inc., Seabury & Smith, Inc., Putnam Investments, Inc. and Mercer Consulting Group.

"NASDAQ" shall mean The Nasdaq Stock Market, Inc.

"ORGANIZATIONAL EXPENSES" shall mean all costs and expenses that, in the sole judgment of the General Partner, are incurred in, or are incidental to, the formation and organization of, and sale of interests in, the Partnership, including, without limitation, out-of-

pocket legal, accounting, printing, consultation, travel, administrative and filing fees and expenses, but only those expenses that the General Partner has determined, in its sole discretion, are properly borne by the Partnership.

"PARTNERS" shall have the meaning set forth in Section 1.1(a).

"PARTNERSHIP" shall have the meaning set forth in the initial paragraph of this Agreement.

"PARTNERSHIP EXPENSES" shall mean the Partnership's pro rata share, based on the capital commitments of each of the Co-Investment Funds, of the expenses incurred in the operation of the Co-Investment Funds.

"PARTNERSHIP REGISTER" shall have the meaning set forth in Section 1.1(b).

"PERIOD" shall mean, for the first period, the period commencing on the date of this Agreement and ending on the next Adjustment Date. All succeeding Periods shall commence on the calendar day after an Adjustment Date and end on the next Adjustment Date.

"PERSON" shall mean any individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

"PORTFOLIO COMPANY" shall mean an entity in which a Portfolio Investment is made by the Partnership directly or through one or more intermediate entities of the Partnership.

"PORTFOLIO INVESTMENT" shall mean any debt or equity (or debt with equity) investment (including, without limitation, Temporary Investments and bridge financings) made by the Partnership which, in the sole judgment of the General Partner at the time such investment is made, is consistent with the Investment Guidelines of the Partnership and is an appropriate investment for the Partnership.

"POWER OF ATTORNEY" shall mean, with respect to any Limited Partner, the Power of Attorney executed by such Partner substantially in the form attached to the Subscription Agreements.

"PRIME RATE" shall mean the rate of interest publicly announced by The Chase Manhattan Bank from time to time in New York City as its prime rate.

"PROCEEDING" shall have the meaning set forth in Section 10.1(a).

"PROFITS LIMITED PARTNERS" shall have the meaning set forth in
Section 3.1(b).

"REMAINING ASSOCIATED COMMITMENT" shall mean, in respect of any Profits Limited Partner, the amount of the Employer Limited Partner's Capital Commitment associated with such Profits Limited Partner, determined at any date, which has not been contributed as an Associated Contribution, as adjusted as contemplated hereby.

"REMAINING CAPITAL COMMITMENT" shall mean, in respect of any Partner, the amount of such Partner's Capital Commitment, determined at any date, which has not been contributed as a Capital Contribution, as adjusted as contemplated hereby.

"RETIREMENT" shall have the meaning ascribed to such term in the Marsh & McLennan Companies Benefit Program.

"SECRETARY OF STATE" shall have the meaning set forth in Section 1.4.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended from time to time, and any successor statute thereto, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.

"SECURITIES" shall mean shares of capital stock, partnership interests, limited liability company interests, warrants, options, bonds, notes, debentures and other securities and equity interests of whatever kind of any Person, whether readily marketable or not.

"SENIOR PRINCIPALS" shall mean the following senior principals of the Manager: Robert Clements, Charles A. Davis and Stephen Friedman; PROVIDED, that the provisions of this Agreement expressly governing the Senior Principals shall not apply to any aforementioned individual in such individual's capacity as a Senior Principal after such individual has ceased to provide services as described in Section 2.4(e) of the limited partnership agreement of the Institutional Fund.

"SHARING PERCENTAGE" shall mean with respect to any Partner (other than the Employer Limited Partners) and any Portfolio Investment, a fraction, expressed as a percentage, the numerator of which is the aggregate amount of the Capital Contributions of such Partner (or, in the case of a Profits Limited Partner, the Capital Contributions of the Employer Limited Partner associated with such Profits Limited Partner) used to fund the cost of

such Portfolio Investment and the denominator of which is the aggregate amount of the Capital Contributions of all of the Partners used to fund the cost of such Portfolio Investment. The Sharing Percentage of each Employer Limited Partner for each Portfolio Investment shall be 0%.

"SUBSCRIPTION AGREEMENTS" shall mean the several Subscription Agreements entered into by the respective Limited Partners in connection with their purchase of limited partner interests in the Partnership.

"SUBSTITUTE LIMITED PARTNER" shall have the meaning set forth in
Section 11.1(e).

"TEMPORARY INVESTMENT" shall mean investments in (A) cash equivalents, (B) marketable direct obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof, maturing within one year from the date of acquisition thereof, (C) money market instruments, commercial paper or other short-term debt obligations having at the date of purchase by the Partnership the highest or second highest rating obtainable from either Standard & Poor's Ratings Services or Moody's Investors Service, Inc. or their successors, (D) money market mutual funds managed by Putnam Investments, Inc. or a subsidiary thereof, (E) interest bearing accounts and/or certificates of deposit maturing within one year from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia, each having at the date of acquisition by the Partnership undivided capital and surplus in excess of $100 million, combined capital and surplus of not less than $100,000,000, (F) overnight repurchase agreements with primary Fed dealers collateralized by direct U.S. Government obligations or (G) pooled investment vehicles or accounts which invest only in Securities or instruments of the type described in (a) through (d). If there exists any uncertainty as to whether any investment by the Partnership constitutes a Temporary Investment or a Portfolio Investment, such investment shall be deemed a Temporary Investment unless the General Partner determines in the exercise of its good faith judgment that such investment is a Portfolio Investment.

"TERM" shall have the meaning set forth in Section 1.4.

"TIER 1 CASH LIMITED PARTNER" shall mean a Limited Partner who is a present or former Senior Principal, or estate planning vehicle thereof or any successor or Transferee (other than an Employer Limited Partner or the General Partner) with respect to the Cash Limited Partner Interest of such present or former Senior Principal.

"TIER 1 LIMITED PARTNER" shall mean a Limited Partner that is a Tier 1 Cash Limited Partner or a Tier 1 Profits Limited Partner.

"TIER 1 PROFITS LIMITED PARTNER" shall mean a Limited Partner who is a present or former Senior Principal, or any successor or Transferee (other than an Employer Limited Partner or the General Partner) with respect to the Profits Limited Partner interest of such present or former Senior Principal.

"TOTAL DISABILITY" shall have the meaning ascribed to such term in the Marsh & McLennan Companies Benefit Program.

"TRANSFER" shall have the meaning set forth in Section 11.1(a).

"TRANSFEREE" shall have the meaning set forth in Section 11.1(b).

"TRANSFEROR" shall have the meaning set forth in Section 11.1(b).

"TREASURY REGULATIONS" shall mean the Regulations of the Treasury Department of the United States issued pursuant to the Code.

"VALUE" shall have the meaning set forth in Section 8.4.

SECTION 15

AMENDMENTS; POWER OF ATTORNEY

15.1 AMENDMENTS. Any modifications or amendments duly adopted in accordance with the terms of this Agreement may be executed in accordance with
Section 15.2. The terms and provisions of this Agreement may be modified or amended at any time and from time to time with the written consent of (A) the General Partner and (B) a Majority in Interest; PROVIDED, however, that without the consent of the Limited Partners, the General Partner:

(i) may amend the Partnership Register from time to time as provided in
Section 1.1(b);

(ii) may enter into agreements with Persons who are Transferees of the interests in the Partnership of Limited Partners, pursuant to the terms of this Agreement, providing that

such Transferees will be bound by this Agreement and will become Substitute Limited Partners in the Partnership;

(iii) may amend this Agreement as may be required to implement (A) Transfers of interests of Limited Partners as contemplated by Section 11.1, (B) the admission of any Substitute Limited Partner or any Additional Limited Partner, and any related changes in Capital Commitments, as contemplated by Section 11.1 or 11.2, (C) any changes in the Partnership Register due to a Cash Limited Partner Default or Profits Limited Partner Default, (D) the conversion, Transfer or merger of all or any part of its interest as general partner of the Partnership as contemplated by Section 2.7, or (E) a reorganization of the Partnership as contemplated by Section 13.6;

(iv) may amend this Agreement (A) to satisfy any requirements, conditions, rulings, 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 U.S. federal or state or non-U.S. agency, or in any U.S. federal or state or non-U.S. statute, compliance with which the General Partner deems to be in the best interests of the Partnership, and (B) to change the name of the Partnership, so long as any such amendment under this clause (iv) does not materially and adversely affect the interests of the Limited Partners under this Agreement;

(v) may amend this Agreement in accordance with Section 5.7 and/or 15.2; and

(iv) may amend this Agreement to cure any ambiguity or correct or supplement any provision hereof that may be incomplete or inconsistent with any other provision hereof so long as such amendment under this clause (vi) does not materially and adversely affect the interests of the Limited Partners;

and PROVIDED FURTHER, that, notwithstanding the foregoing, no amendment of this Agreement shall

(1) materially increase any financial obligation or liability of a Limited Partner or reduce the economic rights of a Limited Partner beyond that set forth herein or permitted hereby without such Limited Partner's consent,

(2) materially and adversely affect the rights of a Limited Partner in a manner which discriminates against such Limited Partner vis-a-vis other Limited Partners without the consent of such Limited Partner,

(3) change the provisions of Section 3.2, Section 13.1, Section 13.2,
Section 13.3, Section 13.4, or this Section 15.1 without the consent of a Majority in Interest,

(4) change the definition of "Majority in Interest" in Section 14.1 without the consent of a Majority in Interest, or

(5) modify or amend any defined term, if such modification or amendments will have a material and adverse effect on the substantive rights of the Limited Partners provided for in such section.

15.2 POWER OF ATTORNEY. Each Limited Partner does hereby irrevocably constitute and appoint the General Partner with full power of substitution, the true and lawful attorney-in-fact and agent of such Limited Partner, to take or cause to be taken, or omit or cause to be omitted, any and all actions should the General Partner, in its sole discretion, deem such actions or omissions to be necessary, advisable, appropriate, proper, convenient or incidental to, or for the furtherance of the purposes of, the Partnership, PROVIDED that such actions or omissions do not materially and adversely affect the interests of the Limited Partners at the time of such action or omission; including, without limitation, the power and authority to execute, acknowledge, verify, swear to, deliver, record and file, in its or its assignee's name, place and stead, all agreements, instruments, documents and certificates (I) which may from time to time be required by the laws of the United States of America, the State of Delaware, the State of Connecticut, the State of New York, 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, or (II) which the General Partner deems to be necessary, advisable, appropriate, proper, convenient or incidental to, or for the furtherance of the purposes 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, this Agreement, and any amendments thereto or to the Certificate, which the General Partner deems appropriate to (I) form, qualify or continue the Partnership as an limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware, the State of Connecticut, the State of New York and all other jurisdictions in which the Partnership has an office or conducts or plans to conduct business, and (II) admit such Person as a Limited Partner in the Partnership;

(b) all instruments which the General Partner deems appropriate to reflect or effect any amendment to this Agreement or the Certificate (I) to reflect or effect Transfers of interests of Limited Partners, the admission of Substitute Limited Partners or Additional Limited Partners, or the increase of Capital Commitments pursuant to Section 11, (II) to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the United States Securities and Exchange Commission, the United States Internal Revenue Service or any other Governmental Authority, or in any United States federal or state or local or any non-U.S., statute, compliance with which it deems to be in the best interests of the Partnership, (III) to change the name of the Partnership or reflect or effect a reorganization of the Partnership, as contemplated by Section 13.6, (IV) to reflect or effect the conversion of the General Partner to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity, or the Transfer of its interest in the Partnership to a limited partnership, limited liability company or other entity, as contemplated by Section 2.7, and (V) to cure any ambiguity or correct or supplement any provision contained in this Agreement that may be incomplete or inconsistent with any other provision contained in this Agreement so long as such amendment under this clause (v) does not adversely affect the interests of the Limited Partners;

(c) all conveyances and other instruments which the General Partner deems 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 certificate of cancellation as provided for in Section 13;

(d) all instruments relating to (I) Transfers of interests in the Partnership, or the admission of Substitute Limited Partners or Additional Limited Partners pursuant to Section 11.1, (II) the treatment of a Defaulting Cash Limited Partner, a Defaulting Profits Limited Partner, or an Excused Limited Partner, or a Limited Partner whose participation in an investment is excused, limited or discontinued pursuant to Section 5.2 or (III) any change in the Capital Commitment of any Limited Partner, all in accordance with the terms of this Agreement;

(e) all amendments to this Agreement duly adopted in accordance with Section 15.1.

(f) 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 State of Delaware, the State of Connecticut, the State of New York and any other

jurisdiction in which the Partnership has an office or conducts or plans to conduct business; and

(g) any other instruments determined by the General Partner to be necessary or appropriate in connection with the proper conduct of the business of the Partnership and which do not adversely affect the interests of the Limited 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. This power of attorney shall be deemed to be coupled with an interest, shall be irrevocable, shall survive and not be affected by the dissolution, bankruptcy or legal disability of any Limited Partner and shall extend to such Limited Partner's successors and assigns. This power of attorney may be exercised by such attorney-in-fact and agent for all Limited Partners (or any of them) by a single signature of the General Partner acting as attorney-in-fact with or without listing all of the Limited Partners executing an instrument. 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, each Limited Partner shall execute and deliver to the General Partner, within five Business Days after receipt of a request therefor, such further designations, powers of attorney or other instruments as the General Partner shall reasonably deem necessary for the purposes hereof. The foregoing power of attorney as in effect at the time of any reorganization of the Partnership pursuant to Section 13.6 shall thereafter continue in full force and effect, and shall apply to the limited partnership, limited liability company or other entity that becomes the successor to the Partnership pursuant to such reorganization. The foregoing power of attorney as in effect at the time of the conversion of, Transfer by, or merger of the General Partner pursuant to Section 2.7 shall, thereafter continue in full force and effect and shall apply to the limited partnership, limited liability company, or other entity that becomes the successor to the General Partner pursuant to such conversion, Transfer or merger.

15.3 FURTHER ACTIONS OF THE LIMITED PARTNERS. Each Limited Partner shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the General Partner in connection with the formation of the Partnership and the achievement of its purposes and not inconsistent with the terms and provisions of this Agreement, including, without limitation, (a) any documents that the General Partner deems 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.

SECTION 16

MISCELLANEOUS PROVISIONS

16.1 NOTICES. Each notice relating to this Agreement shall be in writing and shall be delivered (A) in person, by first class registered or certified mail, or by private courier, overnight or next-day express mail or (B) by telex, telecopy or other facsimile transmission, confirmed by telephone or facsimile communication with such individual. All notices to any Partner shall be addressed to such Partner and its trustee (if any) at their respective addresses set forth in the Partnership Register or at such other address as such Partner may have designated by notice in writing. Any Partner, other than the General Partner, may designate a new address by written notice to that effect given to the General Partner. The General Partner may designate a new address by written notice to that effect given to all of the other Partners. Unless otherwise specifically provided in this Agreement, a notice given in accordance with the foregoing clause (a) shall be deemed to have been effectively given and made when mailed by registered or certified mail, return receipt requested, to the proper address or when delivered in person, in each case, delivery charges prepaid. Any notice to the General Partner or to a Limited Partner by telecopy or other facsimile transmission shall be deemed to be given when sent and confirmed by telephone or facsimile in accordance with the foregoing clause (b).

16.2 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered an original and all of which taken together shall constitute a single agreement.

16.3 TABLE OF CONTENTS AND HEADINGS. The table of contents and the headings of the sections of this Agreement are inserted for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.

16.4 SUCCESSORS AND ASSIGNS. Except as otherwise specifically provided herein, this Agreement shall inure to the benefit of and be binding upon the parties and to their respective heirs, executors, administrators, successors and permitted assigns.

16.5 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 applicable law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. Any default hereunder by a Limited Partner shall not excuse a default by any other Limited Partner.

16.6 NON-WAIVER. No provision of this Agreement shall be deemed to have been waived except if the giving of such waiver is contained in a written notice given to the party claiming such waiver and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given.

16.7 APPLICABLE LAW (SUBMISSION TO JURISDICTION). EXCEPT AS PROVIDED IN SECTION 10.6, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT JURISDICTION WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The General Partner hereby submits to the nonexclusive jurisdiction of the courts of the State of Delaware and to the courts of the jurisdiction in which the principal office of the Partnership is located (and, if the principal office is located in the United States, of the federal district court having jurisdiction over the location of the principal office) for the resolution of all matters pertaining to the enforcement and interpretation of this Agreement.

16.8 CONFIDENTIALITY. Each Limited Partner agrees that it shall not disclose without the prior consent of the General Partner (other than to such Limited Partner's employees, auditors, actuaries, counsel or prospective transferees; PROVIDED, that such Limited Partner obtain the agreement of such Person to be bound by the obligations of this Section 16.8) any information with respect to the Partnership or the other Co-Investment Funds or any Portfolio Company that is designated by the General Partner to such Limited Partner in writing as confidential, PROVIDED that a Limited Partner may disclose any such information (a) as has become generally available to the public, (b) as may be required or appropriate in any report, statement or testimony submitted to any Governmental Authority having jurisdiction over such Limited Partner, or to the National Association of Insurance Commissioners or similar organizations and their successors, (c) as may be required or appropriate 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, ruling or other governmental request applicable to

such Limited Partner and (e) to its professional advisors. Notwithstanding anything in this Agreement to the contrary, the General Partner shall have the right to keep confidential any information known by the General Partner as to Portfolio Companies, Portfolio Investments or other aspects of the Partnership's investment activities if and to the extent that the General Partner determines that keeping such information confidential is in the best interests of the Partnership or that the Partnership is required by law or agreement with a third party to keep confidential.

16.9 SURVIVAL OF CERTAIN PROVISIONS. The obligations of each Partner pursuant to Section 6.11 and Section 10 shall survive the termination or expiration of this Agreement and the dissolution, winding up and termination of the Partnership.

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

16.11 ENTIRE AGREEMENT. This Agreement (including, without limitation, all Schedules attached hereto), together with the related Subscription Agreements, the related Powers of Attorney and any other written agreement between the General Partner or the Partnership and any Limited Partner with respect to the subject matter hereof, shall constitute the entire agreement and understanding among the Partners and between the Partners and the Initial Limited Partner with respect to the subject matter hereof, and shall supersede any prior agreement or understanding among them hereto with respect to the subject matter hereof, PROVIDED that the representations and warranties of the General Partner and the Limited Partners in, and the other provisions of, the Subscription Agreements shall survive the execution and delivery of this Agreement.

16.12 CURRENCY. The term "dollar" and the symbol "$", wherever used in this Agreement, shall mean the United States dollar.

IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated Limited Partnership Agreement of Marsh & McLennan Capital Technology Professionals Venture Fund, L.P. on the day and year first above written.

GENERAL PARTNER:

MARSH & McLENNAN GP II, INC.

Title:

INITIAL LIMITED PARTNER:

LIMITED PARTNERS:

Each of the Limited Partners listed in
the Partnership Register, pursuant to
the power of attorney and authorization
granted by each such Limited Partner to
the General Partner as attorney-in-fact
and agent under the separate Powers of
Attorney, dated various dates:

By: MARSH & McLENNAN GP II, INC.

Title:

SCHEDULE A

INVESTMENT OBJECTIVE, POLICIES AND PROCEDURES

This Schedule A describes the investment objective, policies, procedures, guidelines and restrictions of Marsh & McLennan Capital Technology Professionals Venture Fund, L.P. (the "PARTNERSHIP"). Marsh & McLennan Capital, Inc. (the "MANAGER") is the manager of the Partnership and Marsh & McLennan GP II, Inc. (the "GENERAL PARTNER") is the general partner of the Partnership. Certain capitalized terms used without definition have the meanings specified in the Amended and Restated Limited Partnership Agreement of the Partnership (as amended, the "AGREEMENT").

INVESTMENT OBJECTIVE. The Partnership, along with its co-investment funds and parallel funds (together with the Partnership, the "MARSH TECHNOLOGY FUND ") and the Trident co-investor, shall make venture capital and small to medium sized buyout and other private equity and equity-related investments primarily in technology and related growth industries, with a focus on software and Internet companies with distinctive business propositions and strong growth opportunities in specific segments of the financial services and related industries. The Marsh Technology Fund will target companies with established business models seeking additional capital to fund growth. The Marsh Technology Fund's portfolio investments are expected to average approximately $5 million in size, but in no event will any such investment exceed $15 million.

INVESTMENT POLICIES AND PROCEDURES. The General Partner is responsible for the investment decisions of the Partnership, based on the advice of the Manager. The Partnership's routine activities shall be managed by the Manager.

Among the Manager's management responsibilities for the Partnership shall be the following: (A) to search for, analyze and develop investment opportunities; (B) to screen and evaluate promising investment proposals; (C) to structure and arrange the consummation of Portfolio Investments; (D) to monitor the operations of Portfolio Companies; and (E) to develop and arrange the implementation of strategies for the realization of gain from investments.

FIRST AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT

OF

MMC CAPITAL TECH PROFESSIONALS FUND II, L.P.

(A Delaware Limited Partnership)

This First Amended and Restated Limited Partnership Agreement of MMC Capital Tech Professionals Fund, L.P. (formerly known as Marsh & McLennan Capital Technology Professionals Venture Fund II, L.P.), dated as of October 31, 2000, amends and restates the Limited Partnership Agreement of Marsh & McLennan Capital Technology Professionals Venture Fund II, L.P., dated as of April 3, 2000.

Dated as of October 31, 2000

TABLE OF CONTENTS

SECTION                                                                                               PAGE
SECTION 1 - ORGANIZATION; ETC............................................................................1

         1.1        AMENDMENT AND RESTATEMENT............................................................1
         1.2        NAME AND OFFICES.....................................................................1
         1.3        PURPOSES.............................................................................2
         1.4        TERM.................................................................................2
         1.5        FISCAL YEAR..........................................................................2
         1.6        PARTNERSHIP POWERS...................................................................2

SECTION 2 - THE GENERAL PARTNER..........................................................................4

         2.1        MANAGEMENT...........................................................................4
         2.2        LIMITATIONS ON THE GENERAL PARTNER...................................................4
         2.3        RELIANCE BY THIRD PARTIES............................................................5
         2.4        EXPENSES.............................................................................5
         2.5        LIABILITY OF THE GENERAL PARTNER AND THE MANAGER.....................................5
         2.6        CONFLICTS OF INTEREST................................................................6
         2.7        TRANSFER OR WITHDRAWAL BY THE GENERAL PARTNER........................................7
         2.8        CERTAIN OTHER RELATIONSHIPS..........................................................7

SECTION 3 - LIMITED PARTNERS.............................................................................8

         3.1        LIMITED PARTNERS.....................................................................8
         3.2        NO PARTICIPATION IN MANAGEMENT, ETC..................................................8
         3.3        LIMITATION OF LIABILITY..............................................................8
         3.4        NO PRIORITY, ETC.....................................................................8

SECTION 4 - INVESTMENTS..................................................................................9

         4.1        INVESTMENTS IN PORTFOLIO COMPANIES...................................................9
         4.2        TEMPORARY INVESTMENTS................................................................9

SECTION 5 - CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS...................................................9

         5.1        CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS OF THE PARTNERS........................9
         5.2        EXCUSED INVESTMENTS.................................................................10
         5.3        DEFAULTING LIMITED PARTNERS.........................................................11
         5.4        TERMINATION OF EMPLOYMENT (OTHER THAN TIER 1 LIMITED PARTNERS)......................13
         5.5        TERMINATION OF A TIER 1 LIMITED PARTNER.............................................15
         5.6        SPECIAL CONSEQUENCES OF TERMINATION OF
                    ANY PROFITS LIMITED PARTNER.........................................................16
         5.7        FURTHER ACTIONS.....................................................................16

SECTION 6 - CAPITAL ACCOUNTS; DISTRIBUTIONS;
                    ALLOCATIONS; WITHHOLDING............................................................17

         6.1        CAPITAL ACCOUNTS....................................................................17
         6.2        ADJUSTMENTS TO CAPITAL ACCOUNTS.....................................................17
         6.3        DISTRIBUTIONS.......................................................................17
         6.4        TAX DISTRIBUTIONS...................................................................18
         6.5        OTHER PROVISIONS....................................................................18
         6.6        DISTRIBUTIONS OF SECURITIES.........................................................19
         6.7        NEGATIVE CAPITAL ACCOUNTS...........................................................19
         6.8        NO WITHDRAWAL OF CAPITAL............................................................19
         6.9        ALLOCATIONS.........................................................................19
         6.10       TAX MATTERS.........................................................................19
         6.11       WITHHOLDING TAXES...................................................................20
         6.12       CLAWBACK BY PROFITS LIMITED PARTNERS................................................21
         6.13       FINAL DISTRIBUTION..................................................................21


SECTION 7 - THE MANAGER.................................................................................22

         7.1        APPOINTMENT OF MANAGER..............................................................22


SECTION 8 - BANKING; ACCOUNTING; BOOKS AND
                      RECORDS; ADMINISTRATIVE SERVICES..................................................22

         8.1        BANKING.............................................................................22
         8.2        MAINTENANCE OF BOOKS AND RECORDS; ACCESS............................................23
         8.3        PARTNERSHIP TAX RETURNS.............................................................23
         8.4        VALUATION...........................................................................23

SECTION 9 - REPORTS TO PARTNERS.........................................................................23

         9.1        INDEPENDENT AUDITORS................................................................23
         9.2        REPORTS TO CURRENT PARTNERS.........................................................24
         9.3        UNITED STATES FEDERAL INCOME TAX INFORMATION........................................24
         9.4        ADDITIONAL INFORMATION..............................................................24

SECTION 10 - INDEMNIFICATION OF COVERED PERSONS.........................................................24

         10.1       INDEMNIFICATION OF COVERED PERSONS, ETC.............................................24
         10.2       EXPENSES, ETC.......................................................................25
         10.3       NOTICES OF CLAIMS, ETC..............................................................26
         10.4       NO WAIVER...........................................................................26
         10.5       RETURN OF DISTRIBUTIONS.............................................................26
         10.6       INDEMNIFICATION OF COVERED PERSONS..................................................27

SECTION 11 - TRANSFER OF LIMITED PARTNERSHIP INTERESTS;
                       WITHDRAWAL OF LIMITED PARTNERS...................................................27

         11.1       ADMISSION, SUBSTITUTION AND WITHDRAWAL OF
                           LIMITED PARTNERS; ASSIGNMENT.................................................27
         11.2       ADDITIONAL LIMITED PARTNERS.........................................................30

SECTION 12 - DEATH, INCOMPETENCY OR
                       BANKRUPTCY OR DISSOLUTION OF PARTNERS............................................33

         12.1       BANKRUPTCY, DISSOLUTION OF THE GENERAL PARTNER......................................33
         12.2       DEATH, INCOMPETENCY, BANKRUPTCY, DISSOLUTION OR
                           WITHDRAWAL OF A LIMITED PARTNER..............................................33

SECTION 13 - DURATION AND TERMINATION OF PARTNERSHIP....................................................33

         13.1       DURATION............................................................................33
         13.2       DISTRIBUTION UPON DISSOLUTION.......................................................35
         13.3       DISTRIBUTIONS IN CASH OR IN KIND....................................................35
         13.4       TIME FOR LIQUIDATION, ETC...........................................................36
         13.5       GENERAL PARTNER AND MANAGER NOT PERSONALLY
                           LIABLE FOR RETURN OF CAPITAL CONTRIBUTIONS...................................36
         13.6       REORGANIZATION OF THE PARTNERSHIP...................................................36

SECTION 14 - DEFINITIONS................................................................................39

SECTION 15 - AMENDMENTS; POWER OF ATTORNEY..............................................................47

         15.1       AMENDMENTS..........................................................................47
         15.2       POWER OF ATTORNEY...................................................................48
         15.3       FURTHER ACTIONS OF THE LIMITED PARTNERS.............................................51

SECTION 16 - MISCELLANEOUS PROVISIONS...................................................................51

         16.1       NOTICES.............................................................................51

         16.2       COUNTERPARTS........................................................................51
         16.3       TABLE OF CONTENTS AND HEADINGS......................................................51
         16.4       SUCCESSORS AND ASSIGNS..............................................................52
         16.5       SEVERABILITY........................................................................52
         16.6       NON-WAIVER..........................................................................52
         16.7       APPLICABLE LAW (SUBMISSION TO JURISDICTION).........................................52
         16.8       CONFIDENTIALITY.....................................................................52
         16.9       SURVIVAL OF CERTAIN PROVISIONS......................................................53
         16.10      WAIVER OF PARTITION.................................................................53
         16.11      ENTIRE AGREEMENT....................................................................53
         16.12      CURRENCY............................................................................53

Schedule A-- INVESTMENT OBJECTIVE, POLICIES AND PROCEDURES

This First Amended and Restated Limited Partnership Agreement (as from time to time amended, supplemented or restated, this "AGREEMENT") of MMC CAPITAL TECH PROFESSIONALS FUND II, L.P. (formerly known as Marsh & McLennan Capital Technology Professionals Venture Fund II, L.P.), a Delaware limited partnership (the "PARTNERSHIP"), is made and entered into as of October 31, 2000 for the purpose of amending and restating the Limited Partnership Agreement of the Partnership, dated as of April 3, 2000. Capitalized terms used herein without definition have the meanings specified in Section 14.

SECTION 1

ORGANIZATION; ETC.

1.1 AMENDMENT AND RESTATEMENT. (a) GENERAL. The General Partner and the Persons from time to time listed in the Partnership Register as limited partners of the Partnership (in their capacities as limited partners of the Partnership, the "LIMITED PARTNERS", and the General Partner and the Limited Partners being herein referred to collectively as the "PARTNERS", both such terms to include any Person hereafter admitted to the Partnership as a Limited Partner or a General Partner, as the case may be, in accordance with the terms hereof, and to exclude any Person that ceases to be a Partner in accordance with the terms hereof), hereby amend and restate the Prior Agreement in its entirety by deleting it and replacing it with this Agreement. A Person shall be admitted as a limited partner of the Partnership at the time that (I) this Agreement, a Power of Attorney, a Subscription Agreement and an Eligibility Questionnaire, or counterparts thereof, are executed by or on behalf of such Person and are accepted by the General Partner, and (II) such Person is listed by the General Partner as a Limited Partner in the Partnership Register.

(b) PARTNERSHIP REGISTER. The General Partner shall cause to be maintained in the principal office of the Partnership a register of limited partnership interests of the Partnership setting forth the name, mailing address, Capital Commitment and group (as set forth in Section 3.1) of each Partner (the "PARTNERSHIP REGISTER"). The Partnership Register shall from time to time be updated as necessary to maintain the accuracy of the information contained therein. Except as may otherwise be provided herein, 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. Subject to the terms of this Agreement, the General Partner may authorize any action permitted hereunder in respect of the Partnership Register without any need to obtain the consent of any other Partner.

1.2 NAME AND OFFICES. The name of the Partnership is MMC Capital Tech Professionals Fund II, L.P. The registered office of the Partnership in the State of Delaware is initially located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation

Trust Company. The General Partner may change the registered office of the Partnership in the State of Delaware or the registered agent for service of process on the Partnership at any time upon notice to the Limited Partners in accordance with the terms of this Agreement. The Partnership shall have its initial principal office for its activities at 20 Horseneck Lane, Greenwich, Connecticut 06830. The General Partner may designate from time to time another office within or without the United States as the Partnership's principal office for its investment activities. The Partnership may from time to time have such other office or offices within or without the State of Delaware as may be designated by the General Partner.

1.3 PURPOSES. Subject to the other provisions of this Agreement, the purposes and business of the Partnership are to co-invest with MMC Capital Technology Fund II, L.P. (formerly known as Marsh & McLennan Capital Technology Venture Fund II, L.P.), a Delaware limited partnership (the "INSTITUTIONAL FUND" and, together with any other investment funds organized by MMC or its Affiliates which are authorized to co-invest with the Institutional Fund in Portfolio Companies, the "CO-INVESTMENT FUNDS"), and to acquire, hold, sell or otherwise dispose of Securities in accordance with and subject to the investment objectives, policies and procedures referred to in SCHEDULE A attached hereto (the "INVESTMENT GUIDELINES") and the other provisions of this Agreement, and to engage in such other activities as the General Partner deems necessary, advisable, convenient or incidental thereto, to engage in any business which may lawfully be conducted by a limited partnership formed pursuant to the Act and to carry on any business relating thereto or arising therefrom, including without limitation anything incidental, ancillary or necessary to the foregoing.

1.4 TERM. The term of the Partnership commenced on April 3, 2000, the date set forth in the Certificate of Limited Partnership of the Partnership (as it may be amended from time to time, the "CERTIFICATE") was filed in the Office of the Secretary of State of the State of Delaware (the "SECRETARY OF STATE"), and shall continue, unless the Partnership is sooner dissolved, until the end of the term of the Institutional Fund (such term, as so extended, being referred to as the "TERM"), PROVIDED, that the General Partner in its sole discretion may extend such Term and PROVIDED FURTHER that the Partnership shall continue after the last calendar day of the Term solely for purposes of Section
10.1(b). Notwithstanding the expiration of the Term, the Partnership shall continue as a separate legal entity until cancellation of the Certificate in accordance with Section 13.4(b) and in the manner provided in the Act.

1.5 FISCAL YEAR. The Fiscal Year of the Partnership 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 partnership accounting purposes.

1.6 PARTNERSHIP POWERS. In furtherance of the purposes specified in Section 1.3 and without limiting the generality of Section 2.1, the Partnership and the General Partner, acting on behalf of the Partnership or on its own behalf and in its own name, as appropriate,

shall be empowered to do or cause to be done any and all acts deemed by the General Partner, in its sole judgment, to be necessary, advisable, appropriate, proper, convenient or incidental to or for the furtherance of the purposes of the Partnership including, without limitation, the power and authority:

(a) to acquire, hold, manage, own and Transfer the Partnership's interests in Securities or any other investments made or other property or assets held by the Partnership, in accordance with and subject to the Investment Guidelines;

(b) to establish, have, maintain or close one or more offices within or without the State of Delaware and in connection therewith to rent or acquire office space and to engage personnel;

(c) to open, maintain and close bank and brokerage (including, without limitation, margin) accounts, including, without limitation, to draw checks or other orders for the payment of moneys, to exchange U.S. dollars held by the Partnership into non-U.S. currencies and vice versa, to enter into currency forward and futures contracts and to hedge Portfolio Investments, and to invest funds in Temporary Investments;

(d) to bring, defend, settle and dispose of Proceedings at law or in equity or before any Governmental Authority;

(e) to retain and remove consultants, custodians, attorneys, placement agents, accountants, actuaries and such other agents and employees of the Partnership as it may deem necessary or advisable, and to authorize each such agent and employee to act for and on behalf of the Partnership;

(f) to retain the Manager, as contemplated by Section 7.1, to render investment advisory and managerial services to the Partnership, PROVIDED that such retention shall not relieve the General Partner of any of its obligations hereunder;

(g) to cause the Partnership to enter into and carry out the terms of the Subscription Agreements without any further act, approval or vote of any Partner (including, without limitation, any agreements to induce any Person to purchase a limited partnership interest);

(h) to make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may, in the sole judgment of the General Partner, be necessary, appropriate, desirable or convenient for the acquisition, holding or Transfer of Securities for the Partnership;

(i) to enter into, deliver, perform and carry out contracts and agreements of every kind necessary or incidental to the offer and sale of limited partner interests in the Partnership, to the acquisition, holding and Transfer of Securities, or otherwise, to the accomplishment of the Partnership's purposes, and to take or omit to take such other action in connection with such offer and sale, with such acquisition, holding or Transfer, or with the business of the Partnership as may be necessary, desirable or convenient to further the purposes of the Partnership;

(j) to borrow money and to issue guarantees; and

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

SECTION 2

THE GENERAL PARTNER

2.1_ MANAGEMENT. The management, control and operation of and the determination of policy with respect to the Partnership and its affairs shall be vested exclusively in the General Partner (acting directly or through its duly appointed agents), which is hereby authorized and empowered on behalf and in the name of the Partnership, subject to Section 2.2 and the other terms of this Agreement, to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable, convenient or incidental thereto. The General Partner may exercise on behalf of the Partnership, and may delegate to the Manager, all of the powers set forth in
Section 1.6, PROVIDED, that the management and the conduct of the activities of the Partnership shall remain the sole responsibility of the General Partner and all decisions relating to the selection and disposition of the Partnership's investments shall be made exclusively by the General Partner in accordance with this Agreement. The General Partner is hereby authorized to appoint a successor general partner.

2.2 LIMITATIONS ON THE GENERAL PARTNER. The General Partner shall not:

(a) do any act in contravention of any applicable law or regulation, or any provision of this Agreement or of the Certificate;

(b) possess Partnership property for other than a Partnership purpose;

(c) admit any Person as a general partner of the Partnership except as permitted by this Agreement and the Act;

(d) admit any Person as a Limited Partner except as permitted by this Agreement and the Act;

(e) Transfer its interest in the Partnership except as permitted by this Agreement and the Act; or

(f) permit the registration or listing of interests in the Partnership on an "established securities market," as such term is used in Treasury Regulations section 1.7704-1.

2.3 RELIANCE BY THIRD PARTIES. In dealing with the General Partner and its duly appointed agents (including, without limitation, the Manager), no Person shall be required to inquire as to the General Partner's or any such agent's authority to bind the Partnership.

2.4 EXPENSES. All Partnership Expenses and Organizational Expenses shall be paid by the Partnership.

2.5 LIABILITY OF THE GENERAL PARTNER AND THE MANAGER. (a) GENERAL. Except as provided in the Act, the General Partner has the powers, duties, responsibilities and liabilities of a partner in a partnership without limited partners (I) to the Partnership and the other Partners and (II) to Persons other than the Partnership and the other Partners. 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. No Partner shall be liable to the Partnership or any Partner for any action taken by any other Partner. To the extent that, at law or in equity, a Covered Person has duties and liabilities to the Partnership or to the Partners, such Covered Person acting under this Agreement or otherwise shall not be liable to the Partnership or any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent they expressly restrict, replace or modify the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to restrict, replace or modify such other duties and liabilities of such Covered Person. Except as otherwise expressly provided in this Agreement, the General Partner shall not be liable for the return of all or any portion of the Limited Partner's Capital Accounts or Capital Contributions.

(b) RELIANCE. A Covered Person (I) shall incur no liability in acting upon any signature or writing believed by it to be genuine, (II) 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 (III) 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, actuaries, auditors and other skilled Persons of its choosing, and shall not be liable for anything done, suffered or omitted in good faith 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 officers of the Covered Person. Except as otherwise provided in this Section 2.5, no Covered Person shall be liable to the Partnership or any Partner for any mistake of fact or judgment by the Covered Person in conducting the affairs of the Partnership or otherwise acting in respect of and within the scope of this Agreement. No Covered Person shall be liable for the return to any Limited Partner of all or any portion of any Limited Partner's Capital Account or Capital Contributions except as otherwise provided herein.

(c) DISCRETION. Whenever in this Agreement the General Partner or the Manager is permitted or required to make a decision (I) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude, the General Partner or the Manager, as the case may be shall be entitled to consider such interests and factors as it desires, including, without limitation, its own interests, or (II) in its "good faith" or under another expressed standard, the General Partner or the Manager, as the case may be 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 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 Act, or with respect to the interpretation of this Agreement, the General Partner is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in good faith, and its determination and interpretation so made shall be final and binding on all parties.

2.6 CONFLICTS OF INTEREST. (a) POTENTIAL CONFLICTS OF INTEREST. While the Manager and the General Partner intend to avoid situations involving conflicts of interest, each Limited Partner acknowledges that there may be situations in which the interests of the Partnership, with respect to a Portfolio Company or otherwise, may conflict with the interests of the General Partner, a Senior Principal, the Manager or their respective Affiliates. Each Limited Partner agrees that the activities of the General Partner, a Senior Principal, the Manager, and their respective Affiliates not prohibited by this Agreement may be engaged in by the General Partner, any Senior Principal, the Manager or any such Affiliate, as the case may be, and will not, in any case or in the aggregate, be deemed a breach of this Agreement or any duty owed by any such Person to the Partnership or to any Partner.

(b) ACTUAL CONFLICTS OF INTEREST. On any issue involving actual conflicts of interest not provided for elsewhere in this Agreement, each of the Manager and the General Partner will be guided by its good faith judgment as to the best interests of the Partnership and shall take such actions as are determined by the Manager and the General Partner, as the case may be, to be necessary or appropriate to ameliorate any such conflict of interest and, in addition, may take such actions as may be permitted or required under the Institutional Fund Agreement. If the General Partner or the Manager takes an action in respect of a matter giving rise to a conflict of interest, neither the General Partner nor the Manager nor any of their respective Affiliates

shall have any liability to the Partnership or any Limited Partner for actions in respect of such matter taken in good faith by them in the pursuit of their own respective interests.

2.7 TRANSFER OR WITHDRAWAL BY THE GENERAL PARTNER. To the extent permitted by law,

(a) the General Partner may at its election convert to a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction, or

(b) the General Partner may Transfer its interest as the general partner of the Partnership to, or be merged with and into, a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction for the purpose of serving as the general partner of the Partnership,

but only if in any such case such conversion, Transfer or merger will not result in a Material Adverse Effect on the Partnership or on the Limited Partners (in their capacities as limited partners of the Partnership). Upon any such conversion to such a limited partnership, limited liability company or other entity, or any such Transfer by or merger of the General Partner to or with such a limited partnership, limited liability company or other entity, such limited partnership, limited liability company or other entity shall be deemed to be the same Person as the General Partner for all purposes of this Agreement. All Subscription Agreements applicable to the Partnership that are in effect at the time of any such conversion, Transfer or merger shall thereafter continue in full force and effect.

2.8 CERTAIN OTHER RELATIONSHIPS. MMC, the General Partner, the Manager, each Senior Principal, and any of their respective Affiliates, or any subset of the foregoing, may organize or sponsor, private investment funds, including, without limitation, funds having primary investment objectives and policies substantially the same as those of the Partnership. Other than as expressly contemplated herein, this Agreement shall not restrict or limit the activities of MMC, the General Partner, the Manager, any Senior Principal or any of their respective Affiliates.

SECTION 3

LIMITED PARTNERS

3.1 LIMITED PARTNERS. Limited Partners shall be divided into groups as follows:

(a) "EMPLOYER LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

(b) "PROFITS LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

(c) "CASH LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

The Associated Commitments of the Profits Limited Partners shall be associated on the records of the Partnership with the Capital Commitment of the relevant Employer Limited Partner.

3.2 NO PARTICIPATION IN MANAGEMENT, ETC. No Limited Partner, in its capacity as a limited partner of the Partnership, shall take part in the management or control of the Partnership's affairs, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. No Limited Partner shall have the right to vote for the election, removal or replacement of the General Partner. No provision of this Agreement shall obligate any Limited Partner to refer investments to the Partnership or restrict any investments that a Limited Partner may make.

3.3 LIMITATION OF LIABILITY. Except as may otherwise be provided by the Act or in Section 10.1(b) or Section 6.12 or otherwise herein, the liability of a Limited Partner for any loss of the Partnership shall not exceed the sum of (A) the amount of its Capital Commitment, if any, (B) its interest in the undistributed assets of the Partnership, (C) its obligation to make other payments expressly provided for in this Agreement, and (D) its liability under any applicable law, including without limitation the Act.

3.4 NO PRIORITY, ETC. No Limited Partner shall have priority over any other Limited Partner either as to the return of the amount of its Capital Contribution to the Partnership or, except as provided in Section 6, as to any allocation of income, gain, deduction or loss.

SECTION 4

INVESTMENTS

4.1 INVESTMENTS IN PORTFOLIO COMPANIES. (a) CO-INVESTMENT. The Partnership shall co-invest with the other Co-Investment Funds in a manner determined in the sole discretion of the General Partner to be in accordance with Section 4.7 of the Institutional Fund Agreement.

(b) REINVESTMENT. Proceeds from the disposition of Portfolio Investments (I) may be reinvested by the General Partner to the same extent that the general partner of the Institutional Fund is permitted by the Institutional Fund Agreement to reinvest proceeds from the disposition of portfolio investments of the Institutional Fund, and (II) subject to Section 5.5, may be retained and used to make Portfolio Investments if the General Partner, in its sole discretion, determines that such retention and use would be reasonable in light of the timing and size of anticipated Portfolio Investments.

4.2 TEMPORARY INVESTMENTS. The General Partner may invest funds held by the Partnership in Temporary Investments pending investment in Portfolio Investments, pending distribution or for any other purpose.

SECTION 5

CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS

5.1 CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS OF THE PARTNERS.
(a) CAPITAL CONTRIBUTIONS. Except as otherwise provided herein, each Partner (other than the Profits Limited Partners) shall make Capital Contributions to the Partnership in the aggregate amount of the Capital Commitment of such Partner as set forth opposite its name in the Partnership Register, PROVIDED that, except as otherwise provided herein, the Partners (other than the Profits Limited Partners) shall make such Capital Contributions to the Partnership (I) in respect of Portfolio Investments, PRO RATA based on the Capital Commitments or Remaining Capital Commitments, as determined with respect to each Portfolio Investment by the General Partner in its sole discretion, of all the Partners (other than Defaulting Cash Limited Partners and Limited Partners (including, without limitation, an Employer Limited Partner in respect of an associated Profits Limited Partner) excused from making such a Capital Contribution pursuant to Section 5.2), and (II) in respect of Organizational Expenses and Partnership Expenses, PRO RATA based on the Capital Commitments of all the Partners (other than Defaulting Cash Limited Partners), and PROVIDED FURTHER that in respect of each Partner, such Partner's aggregate Capital Contributions shall not exceed such Partner's Capital Commitment.

(b) DRAWDOWNS. Except as otherwise provided herein, the Capital Contributions of each Partner (other than the Profits Limited Partners), shall be paid in separate Drawdowns, subject to the following terms and conditions:

(i) The General Partner shall provide each Employer Limited Partner and each Cash Limited Partner with a notice (as the same may be revised by the General Partner in its sole discretion, the "DRAWDOWN NOTICE") at least 3 days prior to the date of Drawdown. Each such Partner shall pay to the Partnership the Capital Contribution of such Partner as specified in the Drawdown Notice, in cash or other immediately available funds by the date of Drawdown specified in the Drawdown Notice.

(ii) Subject to Section 5.2, each Limited Partner (other than the Profits Limited Partners) shall pay to the Partnership the Capital Contribution of such Partner in respect of Portfolio Investments, Partnership Expenses or Organizational Expenses, as the case may be, as specified in the Drawdown Notice (as the same may be revised), in cash or other immediately available funds by the date of Drawdown specified in the Drawdown Notice.

(iii) Each Capital Contribution by an Employer Limited Partner in respect of a Capital Commitment shall be associated on the records of the Partnership with the Profits Limited Partner with which such Capital Commitment is associated.

(c) CREDITORS. The provisions of this Section 5.1 are intended solely to benefit the Partners 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 Capital Contributions or to cause the General Partner to deliver a Drawdown Notice.

5.2 EXCUSED INVESTMENTS. The General Partner may, in its sole discretion, excuse, in whole or in part, any Limited Partner from participation in any Portfolio Investment if the General Partner, in its sole discretion, has determined that any such participation (I) may constitute a conflict of interest for such Limited Partner, the Partnership or any other Co-Investment Fund, (ii) may subject such Limited Partner, the Partnership or any other Co-Investment Fund to a material tax or material regulatory requirement to which it or they would not otherwise be subject, or which is reasonably likely to materially increase any such material tax or material regulatory requirement beyond what it would otherwise have been, or (III) may cause a Material Adverse Effect. In the event that, pursuant to the immediately preceding sentence, the General Partner excuses a Profits Limited Partner with respect to participation in a Portfolio Investment, the Associated Contribution of the Employer Limited Partner associated with such Profits Limited Partner shall be excused. For the avoidance of doubt, there will be

no reduction in the Remaining Associated Commitment of an Employer Limited Partner with respect to an excused Profits Limited Partner associated with such Employer Limited Partner.

5.3 DEFAULTING LIMITED PARTNERS. (a) CASH LIMITED PARTNERS. If any Cash Limited Partner fails to contribute, in a timely manner, any portion of the Capital Commitment required to be contributed by such Cash Limited Partner hereunder or pursuant to such Cash Limited Partner's Subscription Agreement, or any portion of the amounts determined pursuant to Section 10.1 to be required to be contributed by such Cash Limited Partner, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "CASH LIMITED PARTNER DEFAULT"), then such Cash Limited Partner (a "DEFAULTING CASH LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section
5.3. The General Partner may choose not to designate any such Cash Limited Partner as a Defaulting Cash Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Cash Limited Partner, subject to such conditions as the General Partner and the Defaulting Cash Limited Partner may agree upon. In the event that a Cash Limited Partner becomes a Defaulting Cash Limited Partner, (I) such a Defaulting Cash Limited Partner's Remaining Capital Commitment (the "DEFAULTED COMMITMENTS") shall be deemed to be zero (except that the General Partner, the Employer Limited Partners and the Cash Limited Partners that are not Defaulting Cash Limited Partners shall have an option, exercisable within ten Business Days following the date of the notice referred to in the first sentence of this Section 5.3(a), to assume the Defaulted Commitments, if any, of the Defaulting Cash Limited Partner, such Defaulted Commitments to be assumed in proportion to the Capital Commitments and/or Associated Commitments, as the case may be, of the Partners exercising such option (the "EXERCISING PARTNERS")), (II) such Defaulting Cash Limited Partner shall be entitled to receive only one-half of the distributions that it would have been entitled to receive had it not become a Defaulting Cash Limited Partner, and the other one-half of such distributions (the "FORFEITED DISTRIBUTIONS") shall be made in accordance with this Section 5.3(a), and (III) such Defaulting Cash Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment for which such Defaulting Cash Limited Partner failed to contribute when due any portion of such Defaulting Cash Limited Partner's Capital Commitment or any Portfolio Investment made on or after such date. The Forfeited Distributions of a Defaulting Cash Limited Partner pursuant to this Section 5.3(a) shall be applied as follows when and as amounts become distributable: FIRST, to the Partnership in an amount equal to the Organizational Expenses and Partnership Expenses, in each case as estimated in good faith by the Manager, attributable to such Defaulting Cash Limited Partner's Capital Commitment for the period from the date of Cash Limited Partner Default through the end of the Term, and SECOND, to the Exercising Partners in accordance with the respective Capital Commitments and/or Associated Commitments, as the case may be, of such Partners, or, if there are no Exercising Partners, to all Partners other than any Limited Partner, Cash Limited Partner, or Profits Limited Partner in default in accordance with their respective Capital Commitments and/or Associated Commitments, as the case may be. In addition, such

Defaulting Cash Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Cash Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d),
Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Cash Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Notwithstanding any other provision of this Section 5.3(a), the obligations of any Defaulting Cash Limited Partner to the Partnership hereunder shall not be extinguished as a result of the operation of this Section 5.3(a). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the default of a Defaulting Cash Limited Partner.

(b) PROFITS LIMITED PARTNERS. If any Profits Limited Partner (A) fails to make, in a timely manner, any contributions required to be made by such Limited Partner pursuant to Section 6.12 or Section 10.1(b), or (B) fails to defer compensation at the time and in the amount required by the MMC Capital Plan, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "PROFITS LIMITED PARTNER DEFAULT"), then such Limited Partner (a "DEFAULTING PROFITS LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section 5.3(b). To the extent permitted by the MMC Capital Plan, the General Partner may choose not to designate any Profits Limited Partner as a Defaulting Profits Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Profits Limited Partner, subject to such conditions as the General Partner and the Defaulting Profits Limited Partner may agree upon. Except as may be otherwise provided in this Agreement, in the event that a Profits Limited Partner becomes a Defaulting Profits Limited Partner, (I) such a Defaulting Profits Limited Partner's interest in the Partnership attributable to such Defaulting Profits Limited Partner's unfunded deferral under the MMC Capital Plan would be purchased by the relevant Employer Limited Partner or its designee for $1.00, and (II) such Defaulting Profits Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment made on or after the date on which such Defaulting Profits Limited Partner failed to make deferrals when due under the MMC Capital Plan. For the avoidance of doubt, amounts deferred pursuant to the MMC Capital Plan by a Profits Limited Partner but not yet invested in Portfolio Investments at the time of a Profits Limited Partner Default by such Profits Limited Partner shall not be invested in Portfolio Investments. In addition, such Defaulting Profits Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Profits Limited Partner would be required to make to the Partnership pursuant to Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Profits Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13, and such Defaulting Profits Limited Partner's contribution in respect of Section 6.12 shall be distributed to its associated Employer Limited Partner. In addition, the Defaulting Profits Limited Partner may be required to purchase the

portion of the interest of its associated Employer Limited Partner in the Partnership attributable to any outstanding Advance made by such Employer Limited Partner, in accordance with the provisions of sections 8.2 and 8.3 of the MMC Capital Plan. Notwithstanding any other provision of this Section 5.3(b), the obligations of any Defaulting Profits Limited Partner to the Partnership hereunder shall not be extinguished as a result of the operation of this Section 5.3(b). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the Profits Limited Partner Default of a Defaulting Profits Limited Partner.

5.4 TERMINATION OF EMPLOYMENT (OTHER THAN TIER 1 LIMITED PARTNERS). (a) TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Cash Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) dies or is terminated as an employee or consultant of an Employer Limited Partner by reason of such Limited Partner's Total Disability or Retirement, such Cash Limited Partner or Profits Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Profits Limited Partner, the Employer Limited Partner associated with such terminated Profits Limited Partner) purchase, or designate a purchaser for, all or a portion of the interest in the Partnership of such Limited Partner, and in the case of a Cash Limited Partner, terminate such Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but shall have no obligation to grant any such request. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee, shall provide notice no later than 90 days after such request is made and shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership (or a greater amount agreed to by the General Partner or the Employer Limited Partner, as the case may be) within 60 days of such notice. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated Cash Limited Partner or Profits Limited Partner shall contribute to the Partnership (or the Partnership shall withhold from distributions otherwise due to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Without duplication, the obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

(b) OTHER TERMINATION. If a Cash Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) is terminated as an employee of or consultant to an Employer Limited Partner for a reason other than death, Total Disability or Retirement, the General Partner (or in the case of such a terminated Profits Limited Partner, the Employer Limited Partner associated with such terminated Profits Limited Partner) will have the right, but not the obligation, to purchase or designate a purchaser for the interest in the Partnership of such Limited Partner at any time after such termination. If such termination is an involuntary termination without an MMC Capital Cause Determination or is a voluntary termination, the purchase price for such Limited Partner's interest shall be the fair market value of such interest, which 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 selected by the General Partner (or the Employer Limited Partner, as the case may be) and approved by the Limited Partner, which approval shall not be unreasonably withheld. The cost of such appraisal shall be shared equally by the General Partner (or the Employer Limited Partner, as the case may be) and the Limited Partner. If the employment of a Limited Partner is terminated due to an involuntary termination with an MMC Capital Cause Determination, the purchase price for such Limited Partner's interest in the Partnership shall be the lesser of (I) an amount equal to the aggregate Capital Contributions made by such Limited Partner to the Partnership, (II) the Value of such interest or (III) the fair market value of such interest determined by an independent appraiser selected by the General Partner (or the Employer Limited Partner, as the case may be). Fair market value as of any date shall be determined as if the Partnership had been liquidated in an orderly manner as of such date. Upon any such purchase of a Limited Partner's interest in the Partnership, such Limited Partner shall have no further interest in the Partnership. In the absence of any such purchase of a Limited Partner's interest in the Partnership, such Limited Partner shall remain a Limited Partner in the Partnership and shall remain subject to all provisions of this Agreement, PROVIDED that such Limited Partner shall have no rights under Section 8.2(b). In addition, unless the General Partner in its sole discretion determines otherwise, the obligation of such a terminated Cash Limited Partner to make further Capital Contributions to the Partnership in respect of his or her Capital Commitment to fund Portfolio Investments made after the date of such Cash Limited Partner's termination will terminate, PROVIDED that if such obligation is not to be so terminated, notice that such obligation will continue will be given to such Cash Limited Partner within 180 days of the termination of employment of such Cash Limited Partner. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated Cash Limited Partner or Profits Limited Partner shall contribute to the Partnership (or the Partnership shall withhold from distributions otherwise due to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Without duplication,

the obligations of such terminated Limited Partner pursuant to Section 6.11(d),
Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

5.5 TERMINATION OF A TIER 1 LIMITED PARTNER. (a) TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Tier 1 Limited Partner dies or is terminated as an employee of or consultant to an Employer Limited Partner by reason of such Tier 1 Limited Partner's Total Disability or Retirement, such Tier 1 Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Tier 1 Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Tier 1 Profits Limited Partner, its associated Employer Limited Partner) purchase or designate a purchaser for, all or a portion of the interest in the Partnership of such Tier 1 Limited Partner, and in the case of a Tier 1 Cash Limited Partner, terminate such Tier 1 Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but have no obligation to grant any such request. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee shall provide notice no later than 90 days after such request is made and, shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership within 60 days of such notice. The obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and
Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

(b) OTHER TERMINATION. If a Tier 1 Limited Partner is terminated as an employee or consultant for a reason other than death, Total Disability or Retirement, the General Partner (or in the case of a Tier 1 Profits Limited Partner, the Employer Limited Partner associated with such Tier 1 Profits Limited Partner) may, but only with the consent of such Tier 1 Limited Partner, purchase or designate a purchaser for the interest in the Partnership of such Tier 1 Limited Partner at a purchase price that is mutually agreed upon but which shall not be less than the Value of such interest. In addition, unless both the General Partner and a terminated Tier 1 Cash Limited Partner agree otherwise, the Remaining Capital Commitments of such Tier 1 Cash Limited Partner shall be reduced to zero and such terminated Tier 1 Cash Limited Partner shall have no further obligation to make Capital Contributions to the Partnership. Without duplication, the obligations of such terminated Tier 1 Cash Limited Partner pursuant to Section 6.11(d), Section 6.12, and Section 10.1(b), as applicable, shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership. Upon termination of the employment of a Tier 1 Limited Partner, such Tier 1 Limited Partner or representative thereof, can require (I) that Distributable Cash apportioned to such Tier 1 Limited Partner be

distributed promptly, and (II) that proceeds from the disposition of Portfolio Investments apportioned to such Limited Partner shall not be reinvested pursuant to Section 4.1(b).

(c) COMMITMENTS. In the event the Capital Commitments of any Tier 1 Cash Limited Partner are reduced pursuant to Section 5.5, the Employer Limited Partner will assume such Capital Commitments to the extent required to ensure that the Capital Commitments of the Tier 1 Cash Limited Partners, aggregated with the Capital Commitments of the Employer Limited Partner and the Associated Commitments of the Tier 1 Profits Limited Partners, equal at least $15 million.

5.6 SPECIAL CONSEQUENCES OF TERMINATION OF ANY PROFITS LIMITED PARTNER. If, for any reason, a Profits Limited Partner is terminated as an employee of or consultant to its associated Employer Limited Partner, there are additional consequences as set forth in the MMC Capital Plan. Such Profits Limited Partner will have an interest only in Portfolio Investments that were made during the period when the Profits Limited Partner made deferrals when due under the MMC Capital Plan. The Employer Limited Partner associated with such terminated Profits Limited Partner will purchase the portion of such Profits Limited Partner's interest in the Partnership attributable to such terminated Profits Limited Partner's unpaid deferral under the MMC Capital Plan for $1.00, and such terminated Profits Limited Partner's obligation to make further deferrals under the MMC Capital Plan will be reduced to zero. If, at the time the employment of a Profits Limited Partner with MMC Capital is terminated, (I) such Profits Limited Partner has not deferred an amount under the MMC Capital Plan at least equal to the amount of such Profits Limited Partner's Associated Commitment, and (II) the amount, if any, of the Capital Contributions of such Employer Limited Partner in respect of the associated Profits Limited Partner's interest in the Partnership exceeds the amount such Profits Limited Partner has deferred under the MMC Capital Plan, then such Employer Limited Partner may, in its discretion, require the Profits Limited Partner to purchase, for cash, the portion of such Employer Limited Partner's interest in the Partnership attributable to such excess Capital Contributions of such Employer Limited Partner in accordance with the provisions of sections 8.2 and 8.3 of the MMC Capital Plan.

5.7 FURTHER ACTIONS. To the extent necessary in the sole discretion of the General Partner, the General Partner shall cause this Agreement to be amended, without the need for any further act, vote or approval of any other Partner or Person, to reflect as appropriate the occurrence of any of the transactions referred to in this Section 5 or in Section 11 as promptly as is practicable after such occurrence.

SECTION 6

CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS; WITHHOLDING

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

6.2 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 each item of the Partnership's income and gain for such Period (allocated in accordance with
Section 6.9) and (II) the Capital Contributions, if any, made by such Partner during such Period and (B) decreasing such balance by (I) the amount of cash or the Value of Securities or other property distributed or deemed distributed to such Partner pursuant to Section 6 or Section 8 and (II) such Partner's allocable share of each item of the Partnership's deduction or loss for such Period (allocated in accordance with Section 6.10). Each Partner's Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement.

6.3 DISTRIBUTIONS. Distributable Cash attributable to any Portfolio Investment shall initially be apportioned among the Partners in proportion to their Sharing Percentages for such Portfolio Investment. Distributable Cash not attributable to a Portfolio Investment shall be apportioned among the Partners (other than the Employer Limited Partners) in proportion to their respective Capital Contributions giving rise to the Distributable Cash (or, in the case of a Profits Limited Partner, the Capital Contributions of the Employer Limited Partner associated with such Profits Limited Partner). Except as otherwise provided herein, Distributable Cash apportioned to the General Partner shall be distributed to the General Partner and Distributable Cash apportioned to a Cash Limited Partner shall be distributed to such Cash Limited Partner. Except as otherwise provided herein, Distributable Cash apportioned to a Profits Limited Partner shall be distributed as follows:

FIRST, 100% to the Employer Limited Partner associated with such Profits Limited Partner until the cumulative amount distributed to such Employer Limited Partner in respect of such Profits Limited Partner pursuant to this paragraph First is equal to the sum of (I) the aggregate Capital Contributions of such Employer Limited Partner associated with such Profits Limited Partner used to fund the cost of such Portfolio Investment and each other Portfolio Investment previously disposed of, or used to fund Partnership Expenses and Organizational Expenses, and (II) such additional amount as is necessary to provide such Employer Limited Partner with a rate of return on such Capital Contributions equal to the AFR Rate (such sum, the "AFR RETURN"); and

SECOND, to such Profits Limited Partner.

6.4 TAX DISTRIBUTIONS. Notwithstanding Section 6.3, the Partnership may, either prior to, together with or subsequent to any distribution of Distributable Cash pursuant to Section 6.3 with respect to a Portfolio Investment, make distributions to all Partners (other than any Defaulting Cash Limited Partners or Defaulting Profits Limited Partners), regardless of their tax status, in amounts intended to enable such Partners (or any Person whose tax liability is determined by reference to the income of any such Partner) to discharge their United States federal, state and local (and, in the discretion, of the General Partner, non-U.S.) income tax liabilities arising from the allocations and distributions made (or to be made) pursuant to this Agreement with respect to such Portfolio Investment. The amount distributable pursuant to this Section 6.4 shall be determined by the General Partner in its sole discretion, taking into account the maximum combined United States federal, New York State and New York City tax rates applicable to individuals or corporations (whichever is higher) on ordinary income and capital gain (taking into account the applicable holding period), as the case may be, and the amounts of ordinary income and capital gain allocated to the Partners pursuant to this Agreement, and otherwise based on such reasonable assumptions as the General Partner determines in good faith to be appropriate (and the assumptions described in this sentence shall be applied equally to each Partner regardless of its tax status). The amount distributable to any Partner pursuant to any clause of Section 6.3 shall be reduced by the amount distributed to such Partner pursuant to this Section 6.4, and the amount so distributed under this Section 6.4 shall be deemed to have been distributed to the extent of such reduction pursuant to such clause of Section 6.3 for purposes of making the calculations required by Section 6.3.

6.5 OTHER PROVISIONS. (a) AVAILABLE ASSETS. Notwithstanding any other provision of this Agreement, distributions shall be made only to the extent of Available Assets and in compliance with the Act.

(b) DISPOSITION OF PORTION OF PORTFOLIO INVESTMENT. If less than all of the Portfolio Investments in a Portfolio Company are disposed of by the Partnership, the portion disposed of and the portion retained shall for purposes of Sections 6 and 10 (including for purposes of applying the definitions used therein) be deemed to be two separate Portfolio Investments. Any Capital Contributions, allocations or distributions made with respect to such Portfolio Investment shall be allocated between the portion disposed of and the portion retained PRO RATA in proportion to their respective purchase prices.

(c) DEFERRAL OF DISTRIBUTIONS IN CONNECTION WITH OUTSTANDING ADVANCES. Notwithstanding paragraph Second of Section 6.3, if an Employer Limited Partner shall have notified the Partnership that, pursuant to the MMC Capital Plan, an Advance has been made to any Profits Limited Partner associated with such Employer Limited Partner, then an amount equal to the amount of such Advance shall be retained in the Partnership and not distributed to such Profits Limited Partner until such Employer Limited Partner shall have notified the Partnership that the Advance is no longer outstanding, at which time such amount (together with

any earnings thereon) shall be distributed to such Profits Limited Partner. Any amount so withheld shall be invested by the Partnership in Temporary Investments for the account of the holder of such Profits Limited Partner.

6.6 DISTRIBUTIONS OF SECURITIES. Except in connection with the dissolution and liquidation of the Partnership as provided in Section 13, the General Partner shall not make any distributions in kind except to the extent the general partner of the Institutional Fund is permitted to make distributions in kind as provided in the Institutional Fund Agreement and as set forth herein. In the event that a distribution of Securities is made, such Securities shall be deemed to have been sold at their Value and the proceeds of such sale shall be deemed to have been distributed to the Partners for all purposes of this Agreement.

6.7 NEGATIVE CAPITAL ACCOUNTS. Except as provided by Section 6.12, no Limited Partner shall, and except as otherwise required by law the General Partner shall not, be required to make up a negative balance in its Capital Account.

6.8 NO WITHDRAWAL OF CAPITAL. Except as otherwise expressly provided herein, no Partner shall have the right to withdraw capital from the Partnership or to receive any distribution of or return on such Partner's Capital Contributions.

6.9 ALLOCATIONS. Each item of income, gain, loss and deduction of the Partnership (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Partners with respect to each Period as of the end of such Period in a manner that as closely as possible gives economic effect to the provisions of Sections 6 and 13 and the other relevant provisions of this Agreement.

6.10 TAX MATTERS. Except as otherwise provided herein, 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 Partner shall have the power in its sole discretion 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. Tax credits shall be allocated in good faith by the General Partner. All matters concerning allocations for United States federal, state and local and non-U.S. income tax purposes, including, without limitation, accounting procedures, not expressly provided for by the terms of this Agreement shall be determined in good faith by the General Partner. The General Partner may, in its sole discretion, cause the Partnership to make the election under section 754 of the

Code. The General Partner 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 other state or local or non-U.S. tax laws). Each Partner hereby consents to such designation and agrees that upon the request of the General Partner it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. No Partner shall permit the Partnership to elect, and the partnership shall not elect, to be treated as an association taxable as a corporation for United States federal, state or local income tax purposes under Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state or local law. The Partnership shall not participate in the establishment of an "established securities market" (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a "secondary market or the substantial equivalent thereof" (within the meaning of section 1.7704-1(c) of the Treasury Regulations) or, in either case, the inclusion of interests in the Partnership thereon.

6.11 WITHHOLDING TAXES. (a) AUTHORITY TO WITHHOLD; TREATMENT OF WITHHELD TAX. 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 or any of its Affiliates (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 participation in the Partnership (including as a result of a distribution in kind). 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 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 of Distributable Cash pursuant to the relevant clause of Section 6.3 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 cash distribution but for such withholding. To the extent that such deemed payment exceeds the cash distribution that such Partner would have received at such time but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt 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 taxes withheld or otherwise paid until the Partnership has received such payment.

(b) WITHHOLDING TAX RATE. Any withholdings referred to in this
Section 6.11 shall be made at the maximum applicable statutory rate under the applicable tax law unless the General Partner shall have received an opinion of counsel or other evidence, satisfactory to the General Partner, to the effect that a lower rate is applicable, or that no withholding is applicable.

(c) WITHHOLDING FROM DISTRIBUTIONS TO THE PARTNERSHIP. In the event that the Partnership receives a distribution from or in respect of which tax has been withheld, the Partnership shall be deemed to have received cash in an amount equal to the amount of such withheld tax, and each Partner shall be deemed to have received as a distribution of Distributable Cash pursuant to the relevant clause of Section 6.3 the portion of such amount that is attributable to such Partner's interest in the Partnership as equitably determined by the General Partner.

(d) INDEMNIFICATION. Each Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Partnership and the General Partner against all claims, liabilities and expenses of whatever nature relating to the Partnership's or the General Partner's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Partnership or the General Partner as a result of such Partner's participation in the Partnership. In addition, the Partnership shall, hereby or pursuant to a separate indemnification agreement and to the fullest extent permitted by applicable law, indemnify and hold harmless each Portfolio Company and any other Covered Person who is or who is deemed to be the responsible withholding agent for United States federal, state or local or non-U.S. income tax purposes (other than any Covered Person that is indemnified by each Partner pursuant to the previous sentence) against all claims, liabilities and expenses of whatever nature relating to such Portfolio Company's or Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by such Portfolio Company or Covered Person, as the case may be, as a result of the participation in the Partnership of a Partner (other than such Covered Person). If, pursuant to a separate indemnification agreement or otherwise, the Partnership shall indemnify or be required to indemnify any Portfolio Company or Covered Person against any claims, liabilities or expenses of whatever nature relating to such Portfolio Company's or Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by such Portfolio Company or 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.

6.12 CLAWBACK BY PROFITS LIMITED PARTNERS. If, as of the date of the dissolution of the Partnership, prior to the application of this Section 6.12, the aggregate amount distributed pursuant to Section 6 or Section 13 to an Employer Limited Partner with respect to any Profits Limited Partner associated with such Employer Limited Partner is not sufficient to provide the AFR Return attributable to such Profits Limited Partner, such Profits Limited Partner shall contribute to the Partnership an amount that equals the amount of such shortfall and the Partnership shall, subject to Section 6.11 and applicable law, distribute such amount to such Employer Limited Partner.

6.13 FINAL DISTRIBUTION. The final distributions following dissolution shall be made in accordance with the provisions of Section 13.2.

SECTION 7

THE MANAGER

7.1 APPOINTMENT OF MANAGER. The Partnership will appoint the Manager to act as the investment advisor to and the manager of the Partnership pursuant to a separate agreement, which shall provide to the following effect:

(a) The Manager shall manage the operations of the Partnership, shall have the right to execute and deliver documents of the Partnership in lieu of the General Partner and shall have discretionary authority with respect to investments of the Partnership, including, without limitation, the authority to evaluate, monitor, exercise voting rights, liquidate and take other appropriate action with respect to investments on behalf of the Partnership, PROVIDED that the management and the conduct of the activities of the Partnership shall remain the sole responsibility of the General Partner and all decisions relating to the selection and disposition of the Partnership's investments shall be made exclusively by the General Partner in accordance with this Agreement and subject to the Investment Guidelines. The Manager shall perform its duties hereunder or under the separate agreement in accordance with the Investment Guidelines. Appointment of the Manager by the Partnership shall not relieve the General Partner from its obligations to the Partnership hereunder or under the Act.

(b) The Manager shall act in conformity with this Agreement and with the instructions and directions of the General Partner. The Manager shall serve without fee.

The engagement by the Partnership of the Manager contemplated hereby may be set forth in a separate management agreement specifying in further detail the rights and duties of the Manager. Such engagement, whether or not set forth in such a management agreement, shall terminate upon the filing of a certificate of cancellation of the Partnership as described in Section 13.4(b).

SECTION 8

BANKING; ACCOUNTING; BOOKS AND RECORDS;
ADMINISTRATIVE SERVICES

8.1 BANKING. All funds of the Partnership may be deposited in such bank, brokerage or money market accounts as shall be established by the General Partner. With-

drawals from and checks drawn on any such account shall be made upon such signature or signatures as the General Partner may designate.

8.2 MAINTENANCE OF BOOKS AND RECORDS; ACCESS. (a) MAINTENANCE. The General Partner shall keep or cause to be kept complete records and books of account. Such books and records shall be maintained in accordance with the provisions of the Institutional Fund Agreement applicable to the records and books of account of the Institutional Fund as if such provisions were applicable to the Partnership. The books and records required by law to be maintained at the registered office of the Partnership shall be so maintained pursuant to the provisions of the Act.

(b) ACCESS. Such books and records shall be available, upon five Business Days' notice to the General Partner, for inspection and copying at reasonable times during normal business hours by a Limited Partner or its duly authorized agents or representatives for any purpose reasonably related to such Limited Partner's interest as a limited partner in the Partnership.

8.3 PARTNERSHIP TAX RETURNS. The General Partner shall cause the Partnership initially to elect the Fiscal Year as its taxable year and shall cause to be prepared and timely filed all tax returns required to be filed for the Partnership in the jurisdictions in which the Partnership conducts business or derives income for all applicable tax years.

8.4 VALUATION. For all purposes of this Agreement, "VALUE" shall mean, with respect to any assets or Securities, including but not limited to any Portfolio Investment, owned (directly or indirectly) by the Partnership at any time, the fair market value of such asset or Security, as determined by the General Partner in its sole discretion, and, if a Portfolio Investment was made prior to the Partnership's last fiscal quarter end, fair market value with respect to such Portfolio Investment generally shall be the valuation set forth for such Portfolio Investment in the Partnership's financial statements (as of such immediately preceding fiscal quarter end). The valuation may, in the discretion of the General Partner, be made by independent third parties appointed by the General Partner and deemed qualified by the General Partner to render an opinion as to the value of the Partnership assets as of any date, using such methods and considering such information relating to the investments, assets and liabilities of the Partnership as such Persons may deem appropriate.

SECTION 9

REPORTS TO PARTNERS

9.1 INDEPENDENT AUDITORS. The books of account and records of the Partnership shall be audited as of the end of each Fiscal Year by such recognized accounting firm as shall be selected by the General Partner. The Partnership's independent public accountants shall be a recognized independent public accounting firm selected from time to time by the General Partner in its sole discretion.

9.2 REPORTS TO CURRENT PARTNERS. As soon as practicable after the end of each Fiscal Year, the General Partner shall prepare and mail or cause to be prepared and mailed to each Limited Partner audited financial statements of the Partnership. If a Limited Partner so requests in writing, the Partnership shall provide to each Limited Partner on a timely basis, all reports sent (after the date of such request) to the limited partners of the Institutional Fund pursuant to the limited partnership agreement of the Institutional Fund.

9.3 UNITED STATES FEDERAL INCOME TAX INFORMATION. The General Partner shall use its commercially reasonable best efforts to send, no later than 90 days after the end of each Fiscal Year, to each Limited Partner (or its legal representatives) and to each other Person that was a Limited Partner at any time during such Fiscal Year (or its legal representatives), a Schedule K-1, "Partner's Share of Income, Credits, Deductions, Etc.," to United States Internal Revenue Service Form 1065, "U.S. Partnership Return of Income," or any successor schedule or form, filed by the Partnership, for such Person.

9.4 ADDITIONAL INFORMATION. The General Partner shall promptly provide to any Tier 1 Limited Partner who so requests in writing such additional information concerning the Partnership as such Tier 1 Limited Partner may reasonably find relevant to the interests in the Partnership held by such Tier 1 Limited Partner.

SECTION 10

INDEMNIFICATION OF COVERED PERSONS

10.1 INDEMNIFICATION OF COVERED PERSONS, ETC. (a) INDEMNIFICATION GENERALLY. The Partnership and each Partner 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 (including, but not limited to, Claims arising out of the disposition of any Portfolio Company), 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 10.1, and all expenses referred to in Section 10.2, referred to as "DAMAGES"), except to the extent that it shall have been determined ultimately by a court of competent jurisdiction that such Damages arose primarily from the Disabling Conduct of such Covered Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that such Covered Person has engaged in Disabling Conduct or any Damages relating to such settlement arose primarily from the Disabling Conduct of any Covered Person. The provisions of this Section 10 shall survive the termination, dissolution and winding-up of the Partnership.

(b) CONTRIBUTION. Notwithstanding any other provision of this Agreement, at any time and from time to time and prior to the third anniversary of the last day of the Term, the General Partner may require the Partners to contribute to the Partnership an amount sufficient to satisfy all or any portion of the indemnification obligations of the Partnership pursuant to Section 10.1(a), whether such obligations arise before or after the last day of the Term, or with respect to any Person who is a Partner, before or after such Person ceases to be a Partner, PROVIDED that each Partner shall make such contributions in respect of its share of any such indemnification obligations made or required to be made as follows:

(i) if the Claims or Damages so indemnified against arise out of a Portfolio Investment by each Partner to which Distributable Cash was distributed in connection with such Portfolio Investment, in such amounts as shall result in each Partner retaining from such Distributable Cash the amount that would have been distributed to such Partner had the amount of Distributable Cash been, at the time of such distribution, reduced by the amount of such indemnification obligations, as equitably determined by the General Partner, and

(ii) in any other circumstances, by the Partners (other than the Employer Limited Partners) in proportion to their Capital Commitments and/or Associated Commitments, as the case may be.

Any distributions returned pursuant to this Section 10.1(b) shall not be treated as Capital Contributions, but shall be treated as returns of distributions and reductions in Distributable Cash, in making subsequent distributions pursuant to Sections 6.3 and 13.2. Notwithstanding

anything in this Section 10 to the contrary, a Partner's liability under the first sentence of this Section 10.1(b) is limited to an amount equal to the sum of all distributions received by such Partner from the Partnership. Nothing in this Section 10.1(b), express or implied, is intended or shall be construed to give any Person other than the Partnership or the Partners any legal or equitable right, remedy or claim under or in respect of this Section 10.1(b) or any provision contained herein.

(c) NO DIRECT LIMITED PARTNER INDEMNITY. Limited Partners shall not be required directly to indemnify any Covered Person under this
Section 10.1.

10.2 EXPENSES, ETC. To the fullest extent permitted by applicable law, 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 by a court of competent jurisdiction 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. All judgments against the Partnership, and all judgments against the Partnership and either or both of the General Partner and/or the Manager in respect of which the General Partner and/or the Manager are/is entitled to indemnification, shall first be satisfied from Partnership assets (including, without limitation, Capital Contributions and any payments under Section 10.1(b)), before the General Partner or the Manager, as the case may be, is responsible therefor.

10.3 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 10, 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 shall 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 of such Proceeding, the Partnership shall not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. The Partnership shall 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.

10.4 NO WAIVER. Nothing contained in this Section 10 shall constitute a waiver by any Partner of any right that it may have against any party under United States federal or state securities, or non-U.S., laws.

10.5 RETURN OF DISTRIBUTIONS. At any time for a period of three years after the last day of the Term, each Person who was a Partner (other than an Employer Limited Partner) shall severally indemnify and hold harmless each Covered Person for such Partner's ratable share of Damages (based on the aggregate distributions received directly or indirectly by all Partners), on the same terms and, to the same extent and with the same limitations as if such indemnity were given by the Partnership pursuant to Section 10.1(a) but without regard to Section 10.1(b), Section 10.2, or Section 10.3. The aggregate amount of a Partner's obligations under this Section 10.5 shall not exceed the amount of distributions from the Partnership theretofore received by such Partner.

10.6 INDEMNIFICATION OF COVERED PERSONS. The General Partner is hereby instructed to cause the Partnership to indemnify, hold harmless and release each Covered Person, and authorized to cause the Partnership to indemnify, hold harmless and release any other Person, in each case pursuant to a separate indemnification agreement and on such terms as it may in its absolute discretion deem appropriate. It is the express intention of the parties hereto that (A) the provisions of this Section 10 for the indemnification of Covered Persons may be relied upon by such Covered Persons and may be enforced by such Covered Persons (or by the General Partner on behalf of any such Covered Person, PROVIDED that the General Partner shall not have any obligation to so act for or on behalf of any such Covered Person) against the Partnership and the Partners pursuant to this Agreement or to a separate indemnification agreement, as if such Covered Persons were parties hereto, and (B) notwithstanding the provisions of Section 16.7, the term "gross negligence" shall have the meaning given such term under the laws of the State of Delaware.

SECTION 11

TRANSFER OF LIMITED PARTNERSHIP INTERESTS;
WITHDRAWAL OF LIMITED PARTNERS

11.1 ADMISSION, SUBSTITUTION AND WITHDRAWAL OF LIMITED PARTNERS; ASSIGNMENT. (a) GENERAL. Except as set forth in Section 5 or in this Section 11, no Additional Limited Partners may be admitted to, and no Limited Partner may withdraw from, the Partnership prior to the dissolution and winding-up of the Partnership. Except as set forth in this Section 11 no

Limited Partner shall sell, transfer, assign, convey, pledge, mortgage, encumber, hypothecate or otherwise dispose of ("TRANSFER") all or any part of its interest in the Partnership, PROVIDED that any Limited Partner may, with the prior written consent of the General Partner (which consent may be withheld in the sole and absolute discretion of the General Partner) and upon compliance with Sections 11.1(b) and (c), Transfer all or a portion of such Limited Partner's interest in the Partnership.

(b CONDITIONS TO TRANSFER. Any purported Transfer by a Limited Partner pursuant to the terms of this Section 11 shall, in addition to requiring the prior written consent referred to in Section 11.1(a), be subject to the satisfaction of the following conditions:

(i) the Limited Partner that proposes to effect such a Transfer (a "TRANSFEROR") or the Person to whom such Transfer is made (a "TRANSFEREE") shall pay all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith;

(ii) the Partnership shall receive from the Transferee (and in the case of clause (C) below, from the Transferor to the extent specified by the General Partner) (A) such documents, instruments and certificates as may be requested by the General Partner, pursuant to which such Transferee shall become bound by this Agreement, including, without limitation, a counterpart of this Agreement executed by or on behalf of such Transferee, (B) a certificate to the effect that the representations set forth in the Subscription Agreement of such Transferee are (except as otherwise disclosed to the General Partner) true and correct with respect to such Transferee as of the date of such Transfer and (C) such other documents, opinions, instruments and certificates as the General Partner shall request;

(iii) such Transferor or Transferee shall, prior to making any such Transfer, deliver to the Partnership the opinion of counsel described in
Section 11.1(c);

(iv) the General Partner may, in its sole discretion, require any Limited Partner wishing to make a Transfer under this Section 11 or such Transferee to pay to the Partnership such amount in immediately available funds as is sufficient to cover all expenses incurred by or on behalf of the Partnership in connection with such substitution or Transfer, and in connection therewith, to execute and deliver such documents, instruments, certificates and opinions of counsel as the General Partner shall request;

(v) the General Partner shall be given at least 30 days' prior written notice of such desired Transfer;

(vi) the Transferor and the Transferee shall each provide a certificate to the effect that (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers (including, without limitation, NASDAQ or a foreign equivalent thereto) and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of, (1) a Person, such as a broker or a dealer, making a market in interests in the Partnership or (2) a Person who makes available to the public bid or offer quotes with respect to interests in the Partnership;

(vii) such Transfer will not be effected on or through an "established securities market" or a "secondary market or the substantial equivalent thereof," as such terms are used in section 1.7704-1 of the Treasury Regulations; and

(viii) such Transfer would not result in the Partnership at any time during its taxable year having more than 100 partners 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).

The General Partner may waive any or all of the conditions set forth in this
Section 11.1(b) (other than clause (vii) hereof) if in its sole discretion, it deems it in the best interest, or not opposed to the interest, of the Partnership to do so.

(c) OPINION OF COUNSEL. The opinion of counsel referred to in
Section 11.1(b)(iii) shall be in form and substance satisfactory to the General Partner, shall be from counsel satisfactory to the General Partner and shall be substantially to the effect that (unless specified otherwise by the General Partner) the consummation of the Transfer contemplated by the opinion:

(i) will not require registration under, or violate any provisions of, the Securities Act or any applicable state or non-U.S. securities laws;

(ii) will not require the General Partner or the Partnership to register as an investment company under the Investment Company Act; and, as required by the General Partner, that the Transferee is a Person that counts as one beneficial owner for purposes of section 3(c)(1) of the Investment Company Act;

(iii) will not require the Manager, the General Partner or any Affiliate of the Manager or the General Partner that is not registered under the Investment Advisers Act or the Partnership to register as an investment adviser under the Investment Advisers Act;

(iv) will not cause the Partnership to be taxable as corporation under the Code; and

(v) will not violate the laws, rules or regulation of any state or the rules and regulations of any Governmental Authority applicable to such Transfer.

In giving such opinion, counsel may, with the consent of the General Partner, rely as to factual matters on certificates of the Transferor, the Transferee and the General Partner.

(d) DEATH, INCAPACITY ETC. Subject to Sections 11.1(a), 11.1(b) and 11.1(c), the estate of a Limited Partner who is a natural person shall have the right to Transfer, upon the death, incompetency, bankruptcy, withdrawal or incapacity of such Limited Partner, his or her interest in the Partnership.

(e) SUBSTITUTE LIMITED PARTNERS. Notwithstanding any other provision of this Agreement, any Transferee of a Transferor's interest in the Partnership pursuant to the terms of this Section 11 may be admitted to the Partnership as a substitute limited partner of the Partnership (a "SUBSTITUTE LIMITED PARTNER") only with the consent of the General Partner, which consent may be withheld in the sole and absolute discretion of the General Partner. Upon the admission of such Transferee as a Substitute Limited Partner, all references herein to such Transferor shall be deemed to apply to such Substitute Limited Partner, and such Substitute Limited Partner shall succeed to all rights and obligations of the Transferor hereunder. A Person shall be deemed admitted to the Partnership as a Substitute Limited Partner at the time that the foregoing conditions are satisfied and such Person is listed as a limited partner of the Partnership in the Partnership Register. Any Transferee of an economic interest in the Partnership shall become a Substitute Limited Partner only upon satisfaction of the requirements set forth in this Section 11.1.

(f) TRANSFER IN VIOLATION OF AGREEMENT NOT RECOGNIZED. No attempted Transfer or substitution shall be recognized by the Partnership and any purported Transfer or substitution shall be void unless effected in accordance with and as permitted by this Agreement.

11.2 ADDITIONAL LIMITED PARTNERS. (a) CONDITIONS TO ADMISSION. In addition to the admission of Limited Partners at the Initial Closing, the General Partner, in its sole discretion, may schedule, from time to time, one or more additional Closings for one or more Person or Persons seeking admission to the Partnership as an additional limited partner of the Partnership (each such Person, an "ADDITIONAL LIMITED PARTNER", which term shall include any Person that is a Partner immediately prior to such additional Closing and that wishes to increase the amount of such Person's Capital Commitment or, in the case of a Profits Limited Partner, its Associated Commitment), subject to the determination by the General Partner in the exercise of its good faith judgment that in the case of each such admission or increase the following conditions have been satisfied:

(i) Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary, convenient or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement pursuant to which such Additional Limited Partner agrees to be bound by the terms and provisions hereof or (if such Additional Limited Partner is a Cash Limited Partner or an Employer Limited Partner) to increase the amount of such Limited Partner's Capital Commitment, as the case may be and (B) a Power of Attorney.

(ii) Such admission or such increase shall not result in a violation of any applicable law, including, without limitation, United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Partnership shall not be required to register as an Investment Company under the Investment Company Act; none of the General Partner, the Manager or any Affiliate of the General Partner or Manager would be required to register as an investment adviser under the Investment Advisers Act; and the Partnership shall not become taxable as a corporation or association.

(iii) On the date of its admission to the Partnership or the date of such increase, as the case may be, such Additional Limited Partner shall have paid or unconditionally agreed to pay to the Partnership, an amount equal to the sum of:

(A) in the case of each Portfolio Investment then held by the Partnership, the percentage of such Additional Limited Partner's Capital Commitment or (if the Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Partners used to fund the cost of such Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of the previously admitted Partners that made Capital Contributions used to fund the cost of such Portfolio Investment and (Y) (without duplication) the Capital Commitments of all Additional Limited Partners, and

(B) the percentage of such Additional Limited Partner's Capital Commitment or (if such Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners in respect of all Drawdowns which have theretofore been funded and not returned to the Partners, other than Drawdowns made and used to fund the cost of a Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the

Capital Commitments of all previously admitted Partners and (y) (without duplication) the Capital Commitments of all Additional Limited Partners,

together with, in the case of clauses (A) and (B), an amount calculated as interest thereon at a rate per annum equal to the Prime Rate plus 200 basis points from the dates that contribution of such amounts by such Additional Limited Partner would have been due if such Additional Limited Partner had been admitted to the Partnership or had increased its Capital Commitment, as the case may be, on the date of the Initial Closing, to the date that the payment required to be made by such Additional Limited Partner pursuant to this Section 11.2(a)(iii) is made, which interest shall be treated as provided in Section 11.2(b), and less such amount as is necessary to take into account all distributions theretofore made.

A Person shall be deemed admitted to the Partnership as an Additional Limited Partner at the time that the foregoing conditions are satisfied and when such Person is listed as a limited partner of the Partnership, and the Capital Commitment made with respect to such Person is listed, in the Partnership Register. Notwithstanding the foregoing, a Person admitted to the Partnership as an Additional Limited Partner after March 31, 2001 shall not be permitted to participate in Portfolio Investments made prior to January 1st of the year following the year in which such Person was admitted to the Partnership.

(b) CERTAIN PAYMENTS AND TRANSFERS. Any amount paid by an Additional Limited Partner pursuant to Section 11.2(a)(iii)(A) with respect to the acquisition of Portfolio Investment (and any interest paid thereon) shall be remitted promptly to the previously admitted Partners, PRO RATA in accordance with their Capital Contributions used to fund the acquisition of such Portfolio Investment (before giving effect to the adjustments referred to in the following clause), and the Partners' Sharing Percentages for such Portfolio Investment shall be appropriately adjusted. Any amount paid by an Additional Limited Partner pursuant to Section 11.2(a)(iii)(B) (and any interest paid thereon) shall be remitted promptly to the previously admitted Partners, PRO RATA in accordance with their Capital Commitments. Such payments and remittances shall, in accordance with section 707(a) of the Code, be treated for all purposes of this Agreement and for all accounting and tax reporting purposes as payments made directly from the Additional Limited Partner to the previously admitted Partners and not as items of Partnership income, gain, loss, deduction, contribution or distribution. Such Additional Limited Partner shall succeed to the Capital Contributions of the previously admitted Partners attributable to the portion of the amount remitted to such previously admitted Partners pursuant to Section 11.2(a)(iii) (not including any amount calculated as interest thereon), as appropriate, and the Capital Contributions of the previously admitted Partners shall be decreased accordingly. In addition, the Remaining Capital Commitments of the previously admitted Limited Partners shall be increased by such amount remitted (not including any amount calculated as interest thereon), and the amount of such increase in Remaining Capital Commitments may be called again by the Partnership. The Remaining Capital Commitment of

the Additional Limited Partner shall be appropriately determined by the General Partner. The Partnership Register shall be amended by the General Partner as appropriate to show the name and business address of each Additional Limited Partner and the amount of its Capital Commitment. Neither the admission of an Additional Limited Partner nor an increase in the amount of an Additional Limited Partner's Capital Commitment shall be a cause for dissolution of the Partnership.

(c) NO CONSENT. The transactions contemplated by this
Section 11.2 shall not require the consent of any of the Limited Partners.

(d) MULTI-FUND AND MULTI-VEHICLE ADJUSTMENTS. The payments to be made by, and distributions to be made to, certain Partners pursuant to Section
11.2 (a) and (b), and the adjustments to be made pursuant to Section 11.2(c) of the Institutional Fund Agreement, shall be adjusted by the General Partner if it determines in its discretion that such adjustment is necessary or appropriate to take into account (I) that investments held by the Partnership may, as of any Closing Date, be held by one or more of the Co-Investment Funds, and (II) closings of a Co-Investment Fund. Notwithstanding any other provision of this Agreement, investments held by the Partnership, and/or the other Co-Investment Funds, may be transferred among such entities (for a price equal to cost plus interest thereon at a rate per annum of the Prime Rate plus 200 basis points) to effectuate the purposes of this Section 11.2 and Section 11.2 of the Institutional Fund Agreement. After the payments, distributions and adjustments described in this Section 11.2(d) and in Section 11.2(c) of the Institutional Fund Agreement are taken into account, each investment in a Portfolio Company shall be held by the Partnership and any Co-Investment Fund in proportion to their respective capital commitments, including, without limitation, all capital committed to the Partnership or any such Co-Investment Fund, as the case may be, after the date on which such investment was made but prior to March 31, 2001.

SECTION 12

DEATH, INCOMPETENCY OR BANKRUPTCY
OR DISSOLUTION OF PARTNERS

12.1 BANKRUPTCY, DISSOLUTION OF THE GENERAL PARTNER. In the event of the bankruptcy or dissolution and commencement of winding up of the General Partner or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Act, the Partnership shall be dissolved and its affairs shall be wound up as provided in Section 13, unless the business of the Partnership is continued pursuant to Section 13.1(a). The General Partner shall take no action voluntarily to declare bankruptcy or accomplish its dissolution prior to the dissolution of the Partnership. Notwithstanding any other provision of this Agreement, the bankruptcy of the General Partner

will not cause the General Partner to cease to be a general partner of the Partnership, and upon the occurrence of such an event, the business of the Partnership shall continue without dissolution.

12.2 DEATH, INCOMPETENCY, BANKRUPTCY, DISSOLUTION OR WITHDRAWAL OF A LIMITED PARTNER. The death, incompetency, insanity, or other legal incapacity, bankruptcy, dissolution, retirement, resignation, or withdrawal of a Limited Partner or the occurrence of any other event that causes a Limited Partner to cease to be a Partner of the Partnership shall not in and of itself dissolve or terminate the Partnership; and the Partnership, notwithstanding such event, shall continue without dissolution upon the terms and conditions provided in this Agreement, and each Limited Partner, by executing this Agreement, agrees to such continuation of the Partnership without dissolution.

SECTION 13

DURATION AND TERMINATION OF PARTNERSHIP

13.1 DURATION. (a) DISSOLUTION EVENTS. 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:

(i) the day after the date that is one year after the dissolution of the Institutional Fund; or

(ii) the last Business Day of the Fiscal Year in which all assets acquired, or agreed to be acquired, by the Partnership have been sold or otherwise disposed of; or

(iii) the withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner, or the assignment by the General Partner of its entire interest in the Partnership in contravention of this Agreement, or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Act, UNLESS, (A) within 90 calendar days after the occurrence of such event, a substitute general partner is appointed by a Majority in Interest effective as of the date of withdrawal, (B) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership that is hereby authorized to and does (unanimously in the case of more than one general partner) elect to continue the business of the Partnership without dissolution or (C) the business of the Partnership is otherwise continued without dissolution pursuant to the provisions of the Act; PROVIDED, that for the purposes of this Section 13.1, the General Partner shall not be deemed to have been dissolved or to have commenced a winding up as a result of the fact that any general

partner of the General Partner ceases to be a general partner of the General Partner if and as long as the General Partner shall have at least one remaining general partner who shall have the right and shall elect to carry on the business of the General Partner; and PROVIDED, FURTHER, that the conversion of the General Partner to a limited partnership, limited liability company or other entity, or the Transfer of the General Partner's interest as the general partner of the Partnership to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity as provided for in Section 2.7 shall not, for the purposes of this Section 13.1, be deemed a dissolution or winding up or commencement of winding up of the General Partner; or

(iv) a decision, made by the General Partner in its sole discretion, to dissolve the Partnership because it has determined, due to a change in the text, application or interpretation of any applicable statute, regulation, case law, administrative ruling or other similar authority (including, without limitation, changes that result in the Partnership being taxable as a corporation under United States federal income tax law), that the Partnership cannot carry out its investment program as contemplated by this Agreement; or

(v) the entry of a decree of judicial dissolution.

(b) CONTINUATION OF THE PARTNERSHIP AFTER DISSOLUTION. As contemplated by Sections 1.4 and 10.1, the Partnership shall continue after the expiration of the Term for purposes of Section 10.1(b). After dissolution of the Partnership, the Partnership shall engage in no activities other than those contemplated by Sections 10.1 and 13, and those reasonably necessary, convenient or incidental thereto.

13.2 DISTRIBUTION UPON DISSOLUTION. Upon the dissolution of the Partnership, the General Partner (or, if dissolution of the Partnership should occur by reason of Section 13.1(a)(iii), a liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, or other representative duly designated by a Majority in Interest) shall proceed, subject to the provisions of this Section 13, to liquidate the Partnership and apply the proceeds of such liquidation, or in its sole discretion to distribute Partnership assets, in the following order of priority:

FIRST, to creditors in satisfaction of debts and liabilities of the Partnership, whether by payment or the making of reasonable provision for payment (other than any loans or advances that may have been made by any of the Partners to the Partnership), and the expenses of liquidation whether by payment or the making of reasonable provision for payment, any such reasonable reserves (which may be funded by a liquidating trust) to be established by the General Partner (or any liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, or other representative duly designated by a Majority in Interest) in amounts deemed by it to

be reasonably necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether fixed or contingent, conditional or unmatured);

SECOND, to the Partners in satisfaction of any loans or advances that may have been made by any of the Partners to the Partnership, whether by payment or the making of reasonable provision for payment; and

THIRD, to the Partners in accordance with Section 6.3.

13.3 DISTRIBUTIONS IN CASH OR IN KIND. Upon the dissolution of the Partnership, the General Partner (or liquidating trustee selected by the General Partner or, if the General Partner has dissolved or withdraws from the Partnership, a representative duly designated by a Majority in Interest) its successor or other representative shall use its 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 13.2, PROVIDED THAT if in the good faith business judgment of the General Partner (or such liquidating trustee or other representative), a Partnership asset should not be liquidated, the General Partner (or such 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 Partner's 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 13.2, subject to the priorities set forth in Section 13.2, PROVIDED FURTHER that the General Partner (or such 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 paragraphs First and Second of Section 13.2. The General Partner may cause certificates evidencing any Securities to be distributed to be imprinted with legends as to such restrictions on transfers that it may deem necessary or appropriate, including, without limitation, legends as to applicable 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 (A) that such Securities will not be transferred except in compliance with such restrictions and (B) to such other matters as the General Partner may deem necessary, appropriate convenient or incidental to the foregoing.

13.4 TIME FOR LIQUIDATION, ETC. (a) At the end of the term of the Partnership as provided for in the provisos to Section 1.4, the Partnership shall be liquidated and any remaining assets shall be distributed in accordance with Section 13.2. 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 to creditors so as to enable the General Partner to seek to minimize potential losses upon such liquidation. Subject to Section 13.1, 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 Partnership with the Secretary of State, as provided in 13.4(b).

(b) FILING OF CERTIFICATE OF CANCELLATION. Upon completion of the foregoing, the General Partner (or any liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, a representative duly designated by a Majority in Interest) shall execute, acknowledge and cause to be filed a certificate of cancellation of the Partnership with the Secretary of State, PROVIDED that the winding up of the Partnership will not be deemed complete and such certificate of cancellation will not be filed by the 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 applicable law.

13.5 GENERAL PARTNER AND MANAGER NOT PERSONALLY LIABLE FOR RETURN OF CAPITAL CONTRIBUTIONS. None of the General Partner or the Manager, or any of its or their respective Affiliates, shall be personally liable for the return of all or any portion of the Capital Accounts or the Capital Contributions of any Partner, and such return shall be made solely from available Partnership assets, if any, and each Limited Partner hereby waives any and all claims it may have against the General Partner or the Manager, or any of its or their respective Affiliates thereof in this regard.

13.6 REORGANIZATION OF THE PARTNERSHIP. To the extent permitted by law, in order to effect a reorganization of the Partnership,

(a) the General Partner may cause the conversion of the Partnership to a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction or

(b) the General Partner may cause the exchange of the interests of the Partners in the Partnership for interests in, or cause the Partnership to be merged with and into, a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction,

but only if in any such case the Partners (including, without limitation, their successors) shall become, and no other Persons (other than Persons necessary for the qualification of such limited partnership, limited liability company or other entity under such laws) shall be, the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, PROVIDED that no such conversion, exchange or merger shall be permitted unless:

(i) the General Partner shall first have delivered to the Partnership:

(A) a written opinion from counsel of recognized standing experienced in United States federal income tax matters, to the effect that such limited partnership,

limited liability company or other entity will be classified as a partnership, and will not be treated as a corporation, for United States federal income tax purposes, and

(B) a written opinion (the conclusions of which may be based in part on the opinion specified in the immediately preceding clause (A)) of each of

(1) experienced counsel admitted to practice in each jurisdiction in which such limited partnership, limited liability company or other entity is formed or has an office and

(2) experienced counsel admitted to practice in each jurisdiction (X) in which such limited partnership, limited liability company or other entity shall have an office, be doing business or otherwise be subject to the income tax laws of such jurisdiction immediately after such conversion, exchange or merger and (Y) under the income tax laws of which the Partnership was not taxed directly on its income before such conversion, exchange or merger,

to the effect that such conversion, exchange or merger would not cause such limited partnership, limited liability company or other entity to be taxed directly on its income under the income tax laws of such jurisdiction,

(ii) the General Partner shall have first delivered to the Partnership a written opinion of experienced counsel admitted to practice in the jurisdiction under the laws of which such limited partnership, limited liability company or other entity is formed, to the effect that such conversion, exchange or merger would not adversely affect the limited liability of the Limited Partners,

(iii) such conversion, exchange or merger would not result in the violation of any applicable securities laws,

(iv) such conversion, exchange or merger would not result in such limited partnership, limited liability company or other entity being required to register as an Investment Company under the Investment Company Act or any law of similar import of the jurisdiction under the laws of which such limited partnership, limited liability company or other entity is formed, and would not result in the General Partner or any Affiliate of the General Partner being required to register as an investment adviser under the Investment Advisers Act or any law of similar import of such jurisdiction, and

(v) the General Partner shall have made a good faith determination that such conversion, exchange or merger would not adversely affect the rights or increase the liabilities of the Limited Partners.

Upon any such conversion, exchange or merger, such limited partnership, limited liability company or other entity shall be treated as the successor to the Partnership for all purposes of this Agreement and of the corresponding agreement pursuant to which the rights and obligations of the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, are determined. All Subscription Agreements applicable to the Partnership that are in effect at the time of any such conversion, exchange or merger shall thereafter continue in full force and effect, and shall apply to the limited partnership, limited liability company or other entity that becomes the successor to the Partnership pursuant to such conversion, exchange or merger. In conjunction with any such conversion, exchange or merger, the General Partner may execute, on behalf of the Partnership and each of the Limited Partners, all documents that in its reasonable judgment are necessary or appropriate to consummate such conversion, exchange or merger, including, but not limited to, the agreement pursuant to which the rights and obligations of the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, are determined (in the case of such a conversion to, exchange for interests in or merger into a limited partnership, including the limited partnership agreement thereof), all without any further consent or approval of any other Partner, PROVIDED, that no such agreement may directly or indirectly effect a modification or amendment of the rights and obligations of the Partners which, if such modification or amendment were made to this Agreement, would require the consent of the Partners, any group thereof, or any individual Partner as provided in Section 15.1, unless the consent to such modification or amendment required under Section 15.1 is obtained. A reorganization of the Partnership pursuant to this Section 13.6 shall not be deemed to be or result in a dissolution, winding up or commencement of winding up of the Partnership.

SECTION 14

DEFINITIONS

As used herein the following terms have the respective meanings set forth below (each such meaning to be equally applicable to the singular and plural forms of the respective terms so defined):

"ACT" shall mean the Delaware Revised Uniform Limited Partnership Act, 6 DEL C.ss.17-701 ET SEQ., as amended, and any successor to such statute.

"ADDITIONAL LIMITED PARTNER" shall have the meaning set forth in
Section 11.2(a).

"ADJUSTMENT DATE" shall mean the last Business Day of any Fiscal Year or any other date determined by the General Partner, in its sole discretion, as appropriate for an interim closing of the Partnership's books.

"ADVANCE" shall mean, with respect to a Profits Limited Partner, the amount by which the Associated Contributions exceed the amount of the deferrals made under the MMC Capital Plan by the Person who is such Profits Limited Partner and credited to such Person's AFR Account (as defined in the MMC Capital Plan) under the MMC Capital Plan.

"AFFILIATE" shall mean, 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 none of the Portfolio Companies or portfolio companies of The Trident Partnership, L.P., Trident II, L.P., Marsh & McLennan Capital Technology Venture Fund, L.P. or MMC Capital Communications and Information Fund, L.P. (formerly known as Marsh & McLennan Capital Communications and Information Fund, L.P.) shall be an "Affiliate" of a Senior Principal, the Manager, the General Partner or the Partnership.

"AFR RATE" shall mean the fixed rate of return as of the date of the first Drawdown, equal to the applicable federal long-term rate under section 1274(d) of the Code, compounded annually, as determined in the good faith judgment of the General Partner, PROVIDED, that the General Partner may increase such fixed rate of return if, as of the date of any subsequent Drawdown, such fixed rate of return is less than the applicable federal rate under Section 1274(d) of the Code, compounded annually.

"AFR RETURN" shall have the meaning set forth in Section 6.3, paragraph FIRST.

"AGREEMENT" shall have the meaning set forth in the initial paragraph of this Agreement.

"ASSOCIATED COMMITMENT" shall mean, with respect to a Profits Limited Partner, the Capital Commitment of the Employer Limited Partner associated with such Profits Limited Partner.

"ASSOCIATED CONTRIBUTION" shall mean, with respect to a Profits Limited Partner, the Capital Contribution of the Employer Limited Partner associated with such Profits Limited Partner.

"AVAILABLE ASSETS" shall mean as of any date, the excess of the cash, cash equivalent items and Temporary Investments held by the Partnership over the sum of the amount of such items determined by the General Partner to be reasonably necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether fixed, contingent, conditional or unmatured), including, but not limited to, the Partnership's indemnification obligations and for the establishment of appropriate reserves for such expenses, liabilities and obligations as may arise, including, without limitation, the maintenance of adequate working capital for the continued conduct of the Partnership's business.

"BUSINESS DAY" shall mean any day on which banks in New York City are not required or authorized by law to remain closed.

"CAPITAL ACCOUNT" shall have the meaning set forth in Section 6.1.

"CAPITAL COMMITMENT" shall mean the commitment of each Cash Limited Partner and each Employer Limited Partner to contribute capital to the Partnership pursuant to Section 5.1 as set forth in the Partnership Register. The Associated Commitments of the Profits Limited Partners shall be associated on the records of the Partnership with the Capital Commitment of the relevant Employer Limited Partner.

"CAPITAL CONTRIBUTION" shall mean with respect to a Partner other than a Profits Limited Partner, the amount of capital contributed pursuant to a single Drawdown or the aggregate amount of such contributions, as the context requires, by such Partner to the Partnership pursuant to Section 5.1 and the other provisions of this Agreement.

"CASH LIMITED PARTNERS" shall have the meaning set forth in
Section 3.1(c).

"CERTIFICATE" shall have the meaning set forth in Section 1.4.

"CLAIMS" shall have the meaning set forth in Section 10.1(a).

"CLOSING" shall have the meaning set forth in the Subscription Agreements.

"CLOSING DATE" shall mean any date on which a Closing occurs.

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

"CO-INVESTMENT FUNDS" shall have the meaning set forth in Section 1.3.

"COVERED PERSONS" shall mean (I) the General Partner, the Manager and the Senior Principals; (II) each of the respective Affiliates of each Person identified in clause (i) of this definition; and (III) each Person who is or at any time becomes a shareholder, officer, director, employee, partner, member, manager, consultant or agent of any of the Persons identified in clause (i) or clause (ii) of this definition.

"DAMAGES" shall have the meaning set forth in Section 10.1(a).

"DEFAULTED COMMITMENT" shall have the meaning set forth in Section 5.3(a).

"DEFAULTING CASH LIMITED PARTNER" shall have the meaning set forth in Section 5.3(a).

"DEFAULTING PROFITS LIMITED PARTNER" shall have the meaning set forth in Section 5.3(b).

"DISABLING CONDUCT" shall mean, with respect to any Person, fraud, willful misfeasance, gross negligence or reckless disregard, in each case, of such Person's duties to the Partnership.

"DISTRIBUTABLE CASH" shall mean, for each Period and each Partner, the excess of (I) the sum of cash receipts of all kinds, over (II) cash disbursements or reserves for expenses, liabilities or obligations of the Partnership or amounts retained by the Partnership to be reinvested pursuant to
Section 4.1(b).

"DRAWDOWN NOTICE" shall have the meaning set forth in Section 5.1(b)(i).

"DRAWDOWNS" shall mean the Capital Contributions made to the Partnership pursuant to Section 5.1 from time to time by the Partners pursuant to Drawdown Notices.

"EMPLOYER LIMITED PARTNERS" shall have the meaning set forth in
Section 3.1(a).

"EXCUSED LIMITED PARTNER" shall mean, with respect to any Portfolio Investment, any Limited Partner that, pursuant to Section 5.2, is excused from making a Capital Contribution or Associated Contribution, as the case may be, in respect thereof.

"EXERCISING PARTNER" shall have the meaning set forth in Section 5.3(a).

"FISCAL YEAR" shall mean the fiscal year of the Partnership, as determined pursuant to Section 1.5.

"FORFEITED DISTRIBUTIONS" shall have the meaning set forth in
Section 5.3(a).

"GENERAL PARTNER" shall mean Marsh & McLennan Tech GP II, Inc., a Delaware corporation, and any additional or successor general partner of the Partnership in its capacity as a general partner of the Partnership, as such entity may be affected by the provisions of Section 2.7.

"GOVERNMENTAL AUTHORITY" shall mean any United States federal, state or local, or any non-U.S.: court, arbitrator or governmental agency, authority, commission, instrumentality or administrative or regulatory body.

"INITIAL CLOSING" shall mean the first Closing under which Limited Partners have acquired interests in the Partnership pursuant to the Subscription Agreements.

"INSTITUTIONAL FUND AGREEMENT" shall mean the Limited Partnership Agreement, as amended from time to time, of the Institutional Fund.

"INSTITUTIONAL FUND" shall have the meaning set forth in Section 1.3.

"INVESTMENT ADVISERS ACT" shall mean the United States Investment Advisers Act of 1940, as amended from time to time, and any successor statute thereto.

"INVESTMENT COMPANY ACT" shall mean the United States Investment Company Act of 1940, as amended from time to time, and any successor statute thereto.

"INVESTMENT COMPANY" shall mean any Person that comes within the definition of "investment company" contained in the Investment Company Act.

"INVESTMENT GUIDELINES" shall have the meaning set forth in Section 1.3.

"LIMITED PARTNERS" shall have the meaning set forth in Section 1.1(a), shall mean the Cash Limited Partners, any Employer Limited Partners and the Profits Limited Partners and all other Partners admitted (excluding, without limitation, all Persons that cease to be Partners in accordance with the terms hereof), from time to time, as limited partners of the Partnership in accordance with the provisions of this Agreement and as set forth in the Partnership Register, and shall include without limitation such Partner's successors and permitted assigns.

"MAJORITY IN INTEREST" shall mean Partners who, at the time in question, have Capital Account balances having values equal to more than 50% of the aggregate Capital Account balances of all the Cash Limited Partners who are not Defaulting Cash Limited Partners and all Profits Limited Partners who are not Defaulting Profits Limited Partners.

"MANAGER" shall mean MMC Capital, Inc., a Delaware corporation, or any successor thereto.

"MATERIAL ADVERSE EFFECT" shall mean, as applicable, (A) a violation of a statute, rule or governmental administrative policy applicable to a Partner regulation of a Governmental Authority which could a material adverse effect on a Portfolio Company or any Affiliate thereof or on the Partnership, the General Partner, the Manager or any of their respective Affiliates or on any Partner or any Affiliate of any such Partner, or (B) an occurrence which could subject a Portfolio Company or Affiliate thereof or the Partnership, the General Partner, the Manager or any of their respective Affiliates or any Partner or any Affiliate of any such Partner to any material tax or material regulatory requirement to which it would not otherwise be subject, or which could materially increase any such material tax or material regulatory requirement beyond what it would otherwise have been.

"MMC" shall mean Marsh & McLennan Companies, Inc., a Delaware corporation, and any successors thereto, and, as the context requires, its subsidiaries and other Affiliates, including, without limitation, Marsh USA Inc. (formerly known as J&H Marsh & McLennan, Inc.), Guy Carpenter & Company, Inc., Seabury & Smith, Inc., Putnam Investments, Inc. and Mercer Consulting Group.

"MMC CAPITAL CAUSE DETERMINATION" shall mean, with respect to any Limited Partner, a determination (made in a reasonable manner) by the General Partner (in the case of a Cash Limited Partner) or the relevant Employer Limited Partner (in the case of a Profits Limited Partner) that such Limited Partner has committed one or more acts involving gross negligence or willful misconduct.

"MMC CAPITAL PLAN" shall mean the Amended and Restated Marsh & McLennan Capital, Inc. Deferred Compensation and Profits Limited Partnership Plan effective as of December 1, 1998., as may be amended from time to time.

"NASDAQ" shall mean The Nasdaq Stock Market, Inc.

"ORGANIZATIONAL EXPENSES" shall mean all costs and expenses that, in the sole judgment of the General Partner, are incurred in, or are incidental to, the formation and organization of, and sale of interests in, the Partnership, including, without limitation, out-of-pocket legal, accounting, printing, consultation, travel, administrative and filing fees and expenses, but only those expenses that the General Partner has determined, in its sole discretion, are properly borne by the Partnership.

"PARTNERS" shall have the meaning set forth in Section 1.1(a).

"PARTNERSHIP" shall have the meaning set forth in the initial paragraph of this Agreement.

"PARTNERSHIP EXPENSES" shall mean the Partnership's pro rata share, based on the capital commitments of each of the Co-Investment Funds, of the expenses incurred in the operation of the Co-Investment Funds.

"PARTNERSHIP REGISTER" shall have the meaning set forth in Section 1.1(b).

"PERIOD" shall mean, for the first period, the period commencing on the date of this Agreement and ending on the next Adjustment Date. All succeeding Periods shall commence on the calendar day after an Adjustment Date and end on the next Adjustment Date.

"PERSON" shall mean any individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

"PORTFOLIO COMPANY" shall mean an entity in which a Portfolio Investment is made by the Partnership directly or through one or more intermediate entities of the Partnership.

"PORTFOLIO INVESTMENT" shall mean any debt or equity (or debt with equity) investment (including, without limitation, Temporary Investments and bridge financing) made by the Partnership which, in the sole judgment of the General Partner at the time such investment is made, is consistent with the Investment Guidelines of the Partnership and is an appropriate investment for the Partnership.

"POWER OF ATTORNEY" shall mean, with respect to any Limited Partner, the Power of Attorney executed by such Partner substantially in the form attached to the Subscription Agreements.

"PRIME RATE" shall mean the rate of interest publicly announced by The Chase Manhattan Bank from time to time in New York City as its prime rate.

"PROCEEDING" shall have the meaning set forth in Section 10.1(a).

"PROFITS LIMITED PARTNERS" shall have the meaning set forth in
Section 3.1(b).

"REMAINING ASSOCIATED COMMITMENT" shall mean, in respect of any Profits Limited Partner, the amount of the Employer Limited Partner's Capital Commitment associated with such Profits Limited Partner, determined at any date, which has not been contributed as an Associated Contribution, as adjusted as contemplated hereby.

"REMAINING CAPITAL COMMITMENT" shall mean, in respect of any Partner, the amount of such Partner's Capital Commitment, determined at any date, which has not been contributed as a Capital Contribution, as adjusted as contemplated hereby.

"RETIREMENT" shall have the meaning ascribed to such term in the Marsh & McLennan Companies Benefit Program.

"SECRETARY OF STATE" shall have the meaning set forth in Section 1.4.

"SECURITIES" shall mean shares of capital stock, partnership interests, limited liability company interests, warrants, options, bonds, notes, debentures and other securities and equity interests of whatever kind of any Person, whether readily marketable or not.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended from time to time, and any successor statute thereto, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.

"SENIOR PRINCIPALS" shall mean Robert Clements, Charles A. Davis and Stephen Friedman; PROVIDED, that the provisions of this Agreement expressly governing the Senior Principals shall not apply to any aforementioned individual in such individual's capacity as a Senior Principal after such individual has ceased to provide services if and as contemplated by the limited partnership agreement of the Institutional Fund.

"SHARING PERCENTAGE" shall mean with respect to any Partner (other than the Employer Limited Partners) and any Portfolio Investment, a fraction, expressed as a percentage, the numerator of which is the aggregate amount of the Capital Contributions of such Partner (or, in the case of a Profits Limited Partner, the Capital Contributions of the Employer Limited Partner associated with such Profits Limited Partner) used to fund the cost of such Portfolio Investment and the denominator of which is the aggregate amount of the Capital Contributions of all of the Partners used to fund the cost of such Portfolio Investment. The Sharing Percentage of each Employer Limited Partner for each Portfolio Investment shall be 0%.

"SUBSCRIPTION AGREEMENTS" shall mean the several Subscription Agreements entered into by the respective Limited Partners in connection with their purchase of limited partner interests in the Partnership.

"SUBSTITUTE LIMITED PARTNER" shall have the meaning set forth in
Section 11.1(e).

"TEMPORARY INVESTMENT" shall mean investments in (A) cash equivalents, (B) marketable direct obligations issued or unconditionally guaranteed by the United States of

America, or issued by any agency thereof, maturing within one year from the date of acquisition thereof, (C) money market instruments, commercial paper or other short-term debt obligations having at the date of purchase by the Partnership the highest or second highest rating obtainable from either Standard & Poor's Ratings Services or Moody's Investors Service, Inc. or their successors, (D) money market mutual funds managed by Putnam Investments, Inc. or a subsidiary thereof, (E) interest bearing accounts and/or certificates of deposit maturing within one year from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia, each having at the date of acquisition by the Partnership undivided capital and surplus in excess of $100 million, combined capital and surplus of not less than $100,000,000, (F) overnight repurchase agreements with primary Fed dealers collateralized by direct U.S. Government obligations or (G) pooled investment vehicles or accounts which invest only in Securities or instruments of the type described in (a) through (d). If there exists any uncertainty as to whether any investment by the Partnership constitutes a Temporary Investment or a Portfolio Investment, such investment shall be deemed a Temporary Investment unless the General Partner determines in the exercise of its good faith judgment that such investment is a Portfolio Investment.

"TERM" shall have the meaning set forth in Section 1.4.

"TIER 1 CASH LIMITED PARTNER" shall mean a Limited Partner who is a present or former Senior Principal, or estate planning vehicle thereof or any successor or Transferee (other than an Employer Limited Partner or the General Partner) with respect to the Cash Limited Partner Interest of such present or former Senior Principal.

"TIER 1 LIMITED PARTNER" shall mean a Limited Partner that is a Tier 1 Cash Limited Partner or a Tier 1 Profits Limited Partner.

"TIER 1 PROFITS LIMITED PARTNER" shall mean a Limited Partner who is a present or former Senior Principal, or any successor or Transferee (other than an Employer Limited Partner or the General Partner) with respect to the Profits Limited Partner interest of such present or former Senior Principal.

"TOTAL DISABILITY" shall have the meaning ascribed to such term in the Marsh & McLennan Companies Benefit Program.

"TRANSFER" shall have the meaning set forth in Section 11.1(a).

"TRANSFEREE" shall have the meaning set forth in Section 11.1(b).

"TRANSFEROR" shall have the meaning set forth in Section 11.1(b).

"TREASURY REGULATIONS" shall mean the Regulations of the Treasury Department of the United States issued pursuant to the Code.

"VALUE" shall have the meaning set forth in Section 8.4.

SECTION 15

AMENDMENTS; POWER OF ATTORNEY

15.1 AMENDMENTS. Any modifications or amendments duly adopted in accordance with the terms of this Agreement may be executed in accordance with
Section 15.2. The terms and provisions of this Agreement may be modified or amended at any time and from time to time with the written consent of (A) the General Partner and (B) a Majority in Interest; PROVIDED, however, that without the consent of the Limited Partners, the General Partner:

(i) may amend the Partnership Register from time to time as provided in Section 1.1(b);

(ii) may enter into agreements with Persons who are Transferees of the interests in the Partnership of Limited Partners, pursuant to the terms of this Agreement, providing that such Transferees will be bound by this Agreement and will become Substitute Limited Partners in the Partnership;

(iii) may amend this Agreement as may be required to implement (A) Transfers of interests of Limited Partners as contemplated by Section 11.1, (B) the admission of any Substitute Limited Partner or any Additional Limited Partner, and any related changes in Capital Commitments, as contemplated by Section 11.1 or 11.2, (C) any changes in the Partnership Register due to a Cash Limited Partner Default or Profits Limited Partner Default, (D) the conversion, Transfer or merger of all or any part of its interest as general partner of the Partnership as contemplated by Section 2.7, or (E) a reorganization of the Partnership as contemplated by Section 13.6;

(iv) may amend this Agreement (A) to satisfy any requirements, conditions, rulings, 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 U.S. federal or state or non-U.S. agency, or in any U.S. federal or state or non-U.S. statute, compliance with which the General Partner deems to be in the best interests of the Partnership, and (B) to change the name of the Partnership, so long as any such amendment under this clause (iv) does not materially and adversely affect the interests of the Limited Partners under this Agreement;

(v) may amend this Agreement in accordance with Section 5.7 and/or 15.2; and

(iv) may amend this Agreement to cure any ambiguity or correct or supplement any provision hereof that may be incomplete or inconsistent with any other provision hereof so long as such amendment under this clause (vi) does not materially and adversely affect the interests of the Limited Partners;

and PROVIDED FURTHER, that, notwithstanding the foregoing, no amendment of this Agreement shall

(1) materially increase any financial obligation or liability of a Limited Partner or reduce the economic rights of a Limited Partner beyond that set forth herein or permitted hereby without such Limited Partner's consent,

(2) materially and adversely affect the rights of a Limited Partner in a manner which discriminates against such Limited Partner vis-a-vis other Limited Partners without the consent of such Limited Partner,

(3) change the provisions of Section 3.2, Section 13.1, Section 13.2,
Section 13.3, Section 13.4, or this Section 15.1 without the consent of a Majority in Interest,

(4) change the definition of "Majority in Interest" in Section 14.1 without the consent of a Majority in Interest, or

(5) modify or amend any defined term, if such modification or amendments will have a material and adverse effect on the substantive rights of the Limited Partners provided for in such section.

15.2 POWER OF ATTORNEY. Each Limited Partner does hereby irrevocably constitute and appoint the General Partner and the Manager, and each of them, with full power of substitution, the true and lawful attorney-in-fact and agent of such Limited Partner, to take or cause to be taken, or omit or cause to be omitted, any and all actions should the General Partner or the Manager, as the case may be, in its sole discretion, deem such actions or omissions to be necessary, advisable, appropriate, proper, convenient or incidental to, or for the furtherance of the purposes of, the Partnership, PROVIDED that such actions or omissions do not materially and adversely affect the interests of the Limited Partners at the time of such action or omission; including, without limitation, the power and authority to execute, acknowledge, verify, swear to, deliver, record and file, in its or its assignee's name, place and stead, all agreements, instruments, documents and certificates (I) which may from time to time be required by the laws of the United States of America, the State of Delaware, the State of Connecticut, the State of New York, 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, or
(II) which the General Partner or the Manager, as the case may be, deems to be necessary, advisable, appropriate, proper, convenient or incidental to, or for the furtherance of the purposes 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, this Agreement and any amendments thereto and any amendments to the Certificate, which the General Partner or the Manager, as the case may be, deems appropriate to (I) form, qualify or continue the Partnership as an limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware, the State of Connecticut, the State of New York and all other jurisdictions in which the Partnership has an office or conducts or plans to conduct business, and (II) admit such Person as a Limited Partner in the Partnership;

(b) all instruments which the General Partner or the Manager, as the case may be, deems appropriate to reflect or effect any amendment to this Agreement or the Certificate (I) to reflect or effect Transfers of interests of Limited Partners, the admission of Substitute Limited Partners or Additional Limited Partners, or the increase of Capital Commitments pursuant to Section 11, (II) to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the United States Securities and Exchange Commission, the United States Internal Revenue Service or any other Governmental Authority, or in any United States federal or state or local or any non-U.S., statute, compliance with which it deems to be in the best interests of the Partnership, (III) to change the name of the Partnership or reflect or effect a reorganization of the Partnership, as contemplated by Section 13.6, (IV) to reflect or effect the conversion of the General Partner to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity, or the Transfer of its interest in the Partnership to a limited partnership, limited liability company or other entity, as contemplated by Section 2.7, and (V) to cure any ambiguity or correct or supplement any provision contained in this Agreement that may be incomplete or inconsistent with any other provision contained in this Agreement so long as such amendment under this clause (v) does not adversely affect the interests of the Limited Partners;

(c) all conveyances and other instruments which the General Partner or the Manager, as the case may be, deems 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 certificate of cancellation as provided for in Section 13;

(d) all instruments relating to (I) Transfers of interests in the Partnership, or the admission of Substitute Limited Partners or Additional Limited Partners pursuant to Sec-

tion 11.1, (II) the treatment of a Defaulting Cash Limited Partner, a Defaulting Profits Limited Partner, or an Excused Limited Partner, or a Limited Partner whose participation in an investment is excused, limited or discontinued pursuant to Section 5.2 or (III) any change in the Capital Commitment of any Limited Partner, all in accordance with the terms of this Agreement;

(e) all amendments to this Agreement duly adopted in accordance with Section 15.1.

(f) 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 State of Delaware, the State of Connecticut, the State of New York and any other jurisdiction in which the Partnership has an office or conducts or plans to conduct business; and

(g) any other instruments determined by the General Partner or the Manager, as the case may be, to be necessary or appropriate in connection with the proper conduct of the business of the Partnership and which do not adversely affect the interests of the Limited 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. This power of attorney shall be deemed to be coupled with an interest, shall be irrevocable, shall survive and not be affected by the dissolution, bankruptcy or legal disability of any Limited Partner and shall extend to such Limited Partner's successors and assigns. This power of attorney may be exercised by such attorney-in-fact and agent for all Limited Partners (or any of them) by a single signature of the General Partner or the Manager, as the case may be, acting as attorney-in-fact with or without listing all of the Limited Partners executing an instrument. 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 requested, each Limited Partner shall execute and deliver to the General Partner or the Manager, as appropriate, within five Business Days after receipt of a request therefor, such further designations, powers of attorney or other instruments as the General Partner or the Manager, as the case may be, shall reasonably deem necessary for the purposes hereof. The foregoing power of attorney as in effect at the time of any reorganization of the Partnership pursuant to Section 13.6 shall thereafter continue in full force and effect, and shall apply to the limited partnership, limited liability company or other entity that becomes the successor to the Partnership pursuant to such reorganization. The foregoing power of attorney as in effect at the time of the conversion of, Transfer by, or merger of the General Partner pursuant to Section 2.7 shall, thereafter continue in full force and effect

and shall apply to the limited partnership, limited liability company, or other entity that becomes the successor to the General Partner pursuant to such conversion, Transfer or merger.

15.3 FURTHER ACTIONS OF THE LIMITED PARTNERS. Each Limited Partner shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the General Partner in connection with the formation of the Partnership and the achievement of its purposes and not inconsistent with the terms and provisions of this Agreement, including, without limitation, (A) any documents that the General Partner deems 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.

SECTION 16

MISCELLANEOUS PROVISIONS

16.1 NOTICES. Each notice relating to this Agreement shall be in writing and shall be delivered (A) in person, by first class registered or certified mail, or by private courier, overnight or next-day express mail or (B) by telex, telecopy or other facsimile or email transmission, confirmed by verbal or written communication with such individual. All notices to any Partner shall be addressed to such Partner and its trustee (if any) at their respective addresses set forth in the Partnership Register or at such other address as such Partner may have designated by notice in writing. Any Partner, other than the General Partner, may designate a new address by written notice to that effect given to the General Partner. The General Partner may designate a new address by written notice to that effect given to all of the other Partners. Unless otherwise specifically provided in this Agreement, a notice given in accordance with the foregoing clause (a) shall be deemed to have been effectively given and made when mailed by registered or certified mail, return receipt requested, to the proper address or when delivered in person, in each case, delivery charges prepaid. Any notice to the General Partner or to a Limited Partner by telex, telecopy or other email or facsimile transmission shall be deemed to be given when sent provided such notice shall be confirmed in accordance with the foregoing clause (b).

16.2 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered an original and all of which taken together shall constitute a single agreement.

16.3 TABLE OF CONTENTS AND HEADINGS. The table of contents and the headings of the sections of this Agreement are inserted for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.

16.4 SUCCESSORS AND ASSIGNS. Except as otherwise specifically provided herein, this Agreement shall inure to the benefit of and be binding upon the parties and to their respective heirs, executors, administrators, successors and permitted assigns.

16.5 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 applicable law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. Any default hereunder by a Limited Partner shall not excuse a default by any other Limited Partner.

16.6 NON-WAIVER. No provision of this Agreement shall be deemed to have been waived except if the giving of such waiver is contained in a written notice given to the party claiming such waiver and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given.

16.7 APPLICABLE LAW (SUBMISSION TO JURISDICTION). EXCEPT AS PROVIDED IN SECTION 10.6, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT JURISDICTION WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The General Partner hereby submits to the nonexclusive jurisdiction of the courts of the State of Delaware and to the courts of the jurisdiction in which the principal office of the Partnership is located (and, if the principal office is located in the United States, of the federal district court having jurisdiction over the location of the principal office) for the resolution of all matters pertaining to the enforcement and interpretation of this Agreement.

16.8 CONFIDENTIALITY. Each Limited Partner agrees that it shall not disclose without the prior consent of the General Partner (other than to such Limited Partner's employees, auditors, actuaries, counsel or prospective transferees; PROVIDED, that such Limited Partner obtain the agreement of such Person to be bound by the obligations of this Section 16.8) any information with respect to the Partnership or the other Co-Investment Funds or any Portfolio Company that is designated by the General Partner to such Limited Partner in writing as

confidential, PROVIDED that a Limited Partner may disclose any such information (A) as has become generally available to the public, (B) as may be required or appropriate in any report, statement or testimony submitted to any Governmental Authority having jurisdiction over such Limited Partner, (C) as may be required or appropriate 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, ruling or other governmental request applicable to such Limited Partner and (E) to its professional advisors. Notwithstanding anything in this Agreement to the contrary, the General Partner shall have the right to keep confidential any information known by the General Partner as to Portfolio Companies, Portfolio Investments or other aspects of the Partnership's investment activities if and to the extent that the General Partner determines that keeping such information confidential is in the best interests of the Partnership or that the Partnership is required by law or agreement with a third party to keep confidential.

16.9 SURVIVAL OF CERTAIN PROVISIONS. The obligations of each Partner pursuant to Section 6.11 and Section 10 shall survive the termination or expiration of this Agreement and the dissolution, winding up and termination of the Partnership.

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

16.11 ENTIRE AGREEMENT. This Agreement (including, without limitation, all Schedules attached hereto), together with the related Subscription Agreements, the related Powers of Attorney and any other written agreement between the General Partner or the Partnership and any Limited Partner with respect to the subject matter hereof, shall constitute the entire agreement and understanding among the Partners with respect to the subject matter hereof, and shall supersede any prior agreement or understanding among them hereto with respect to the subject matter hereof, PROVIDED that the representations and warranties of the General Partner and the Limited Partners in, and the other provisions of, the Subscription Agreements shall survive the execution and delivery of this Agreement.

16.12 CURRENCY. The term "dollar" and the symbol "$", wherever used in this Agreement, shall mean the United States dollar.

IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated Limited Partnership Agreement of MMC Capital Tech Professionals Fund II, L.P. on the day and year first above written.

GENERAL PARTNER:

MARSH & McLENNAN TECH GP II, INC.

Title:

LIMITED PARTNERS:

Each of the Limited Partners listed in the Partnership Register, pursuant to the power of attorney and authorization granted by each such Limited Partner to the General Partner as attorney-in-fact and agent under the separate Powers of Attorney, dated various dates:

By: MMC CAPITAL, INC.

Title:

SCHEDULE A

INVESTMENT OBJECTIVE, POLICIES AND PROCEDURES

This Schedule A describes the investment objective, policies, procedures, guidelines and restrictions of MMC Capital Tech Professionals Fund II, L.P. (formerly known as Marsh & McLennan Capital Technology Professionals Venture Fund II, L.P.) (the "PARTNERSHIP"). MMC Capital, Inc. (the "MANAGER") is the manager of the Partnership and Marsh & McLennan Tech GP II, Inc. (the "GENERAL PARTNER") is the general partner of the Partnership. Certain capitalized terms used without definition have the meanings specified in the Limited Partnership Agreement of the Partnership (as amended, the "AGREEMENT").

INVESTMENT OBJECTIVE. The Partnership, along with its co-investment and parallel funds (together with the Partnership, the "TECHNOLOGY FUND"), and with Trident II, L.P. and its co-investment and parallel funds as co-investors, will make venture capital and small to medium sized buyout and other private equity and equity-related investments primarily in technology and related growth industries, with a focus on Internet, e-commerce and software companies with distinctive business propositions and growth opportunities in financial services and related industries. The Technology Fund will target companies with established business models seeking additional capital to fund growth. The Technology Fund's portfolio investments are expected to range from $5 million to $20 million in size, but in no event will the Technology Fund devote more than 20% of its capital commitments to any single investment.

INVESTMENT POLICIES AND PROCEDURES. The General Partner is responsible for the investment decisions of the Partnership, based on the advice of the Manager. The Partnership's routine activities shall be managed by the Manager.

Among the Manager's management responsibilities for the Partnership shall be the following: (A) to search for, analyze and develop investment opportunities; (B) to screen and evaluate promising investment proposals; (C) to structure and arrange the consummation of Portfolio Investments; (D) to monitor the operations of Portfolio Companies; and (E) to develop and arrange the implementation of strategies for the realization of gain from investments.

FIRST AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT

OF

MMC CAPITAL
C&I PROFESSIONALS FUND, L.P.

(A Delaware Limited Partnership)

This First Amended and Restated Limited Partnership Agreement of MMC Capital C&I Professionals Fund, L.P. (formerly known as Marsh & McLennan Capital Communications and Information Professionals Fund, L.P.), dated as of July 21, 2000, amends and restates the Limited Partnership Agreement of Marsh & McLennan Capital Communications and Information Professionals Fund, L.P., dated as of April 7, 2000.

TABLE OF CONTENTS

SECTION                                                                                               PAGE
SECTION 1 - ORGANIZATION; ETC............................................................................1

         1.1  AMENDMENT AND RESTATEMENT..................................................................1
         1.2  NAME AND OFFICES...........................................................................1
         1.3  PURPOSES...................................................................................2
         1.4  TERM.......................................................................................2
         1.5  FISCAL YEAR................................................................................2
         1.6  PARTNERSHIP POWERS.........................................................................2

SECTION 2 - THE GENERAL PARTNER..........................................................................4

         2.1  MANAGEMENT.................................................................................4
         2.2  LIMITATIONS ON THE GENERAL PARTNER.........................................................4
         2.3  RELIANCE BY THIRD PARTIES..................................................................5
         2.4  EXPENSES...................................................................................5
         2.5  LIABILITY OF THE GENERAL PARTNER AND THE MANAGER...........................................5
         2.6  CONFLICTS OF INTEREST......................................................................6
         2.7  TRANSFER OR WITHDRAWAL BY THE GENERAL PARTNER..............................................7
         2.8  CERTAIN OTHER RELATIONSHIPS................................................................7

SECTION 3 - LIMITED PARTNERS.............................................................................8

         3.1  LIMITED PARTNERS...........................................................................8
         3.2  NO PARTICIPATION IN MANAGEMENT, ETC........................................................8
         3.3  LIMITATION OF LIABILITY....................................................................8
         3.4  NO PRIORITY, ETC...........................................................................8

SECTION 4 - INVESTMENTS..................................................................................9

         4.1  INVESTMENTS IN PORTFOLIO COMPANIES.........................................................9
         4.2  TEMPORARY INVESTMENTS......................................................................9

SECTION 5 - CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS...................................................9

         5.1  CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS OF THE PARTNERS..............................9
         5.2  EXCUSED INVESTMENTS.......................................................................10
         5.3  DEFAULTING LIMITED PARTNERS...............................................................11
         5.4  TERMINATION OF EMPLOYMENT (OTHER THAN TIER 1 LIMITED PARTNERS)............................13
         5.5  TERMINATION OF A TIER 1 LIMITED PARTNER...................................................15
         5.6  SPECIAL CONSEQUENCES OF TERMINATION OF ANY PROFITS LIMITED PARTNER........................16
         5.7  FURTHER ACTIONS...........................................................................16

SECTION 6 - CAPITAL ACCOUNTS; DISTRIBUTIONS;
         ALLOCATIONS; WITHHOLDING.......................................................................17

         6.1  CAPITAL ACCOUNTS..........................................................................17
         6.2  ADJUSTMENTS TO CAPITAL ACCOUNTS...........................................................17
         6.3  DISTRIBUTIONS.............................................................................17
         6.4  TAX DISTRIBUTIONS.........................................................................18
         6.5  OTHER PROVISIONS..........................................................................18
         6.6  DISTRIBUTIONS OF SECURITIES...............................................................19
         6.7  NEGATIVE CAPITAL ACCOUNTS.................................................................19
         6.8  NO WITHDRAWAL OF CAPITAL..................................................................19
         6.9  ALLOCATIONS...............................................................................19
         6.10  TAX MATTERS..............................................................................19
         6.11  WITHHOLDING TAXES........................................................................20
         6.12  CLAWBACK BY PROFITS LIMITED PARTNERS.....................................................21
         6.13  FINAL DISTRIBUTION.......................................................................22


SECTION 7 - THE MANAGER.................................................................................22

         7.1  APPOINTMENT OF MANAGER....................................................................22

SECTION 8 - BANKING; ACCOUNTING; BOOKS AND RECORDS;ADMINISTRATIVE SERVICES..............................23

         8.1  BANKING...................................................................................23
         8.2  MAINTENANCE OF BOOKS AND RECORDS; ACCESS..................................................23
         8.3  PARTNERSHIP TAX RETURNS...................................................................23
         8.4  VALUATION.................................................................................23

SECTION 9 - REPORTS TO PARTNERS.........................................................................24

         9.1  INDEPENDENT AUDITORS......................................................................24
         9.2  REPORTS TO CURRENT PARTNERS...............................................................24
         9.3  UNITED STATES FEDERAL INCOME TAX INFORMATION..............................................24
         9.4  ADDITIONAL INFORMATION....................................................................24

SECTION 10 - INDEMNIFICATION OF COVERED PERSONS.........................................................24

         10.1  INDEMNIFICATION OF COVERED PERSONS, ETC..................................................24
         10.2  EXPENSES, ETC............................................................................26
         10.3  NOTICES OF CLAIMS, ETC...................................................................26
         10.4  NO WAIVER................................................................................27
         10.5  RETURN OF DISTRIBUTIONS..................................................................27
         10.6  INDEMNIFICATION OF COVERED PERSONS.......................................................27

SECTION 11 - TRANSFER OF LIMITED PARTNERSHIP INTERESTS;WITHDRAWAL OF LIMITED PARTNERS...................27

         11.1  ADMISSION, SUBSTITUTION AND WITHDRAWAL OF
                  LIMITED PARTNERS; ASSIGNMENT..........................................................27
         11.2  ADDITIONAL LIMITED PARTNERS..............................................................30

SECTION 12 - DEATH, INCOMPETENCY OR BANKRUPTCYOR DISSOLUTION OF PARTNERS................................33

         12.1  BANKRUPTCY, DISSOLUTION OF THE GENERAL PARTNER...........................................33
         12.2  DEATH, INCOMPETENCY, BANKRUPTCY, DISSOLUTION OR
                  WITHDRAWAL OF A LIMITED PARTNER.......................................................34

SECTION 13 - DURATION AND TERMINATION OF PARTNERSHIP....................................................34

         13.1  DURATION.................................................................................34
         13.2  DISTRIBUTION UPON DISSOLUTION............................................................35
         13.3  DISTRIBUTIONS IN CASH OR IN KIND.........................................................36
         13.4  TIME FOR LIQUIDATION, ETC................................................................36
         13.5  GENERAL PARTNER AND MANAGER NOT PERSONALLY
                  LIABLE FOR RETURN OF CAPITAL CONTRIBUTIONS............................................37
         13.6  REORGANIZATION OF THE PARTNERSHIP........................................................37

SECTION 14 - DEFINITIONS................................................................................39

SECTION 15 - AMENDMENTS; POWER OF ATTORNEY..............................................................48

         15.1  AMENDMENTS...............................................................................48
         15.2  POWER OF ATTORNEY........................................................................49
         15.3  FURTHER ACTIONS OF THE LIMITED PARTNERS..................................................52

SECTION 16 - MISCELLANEOUS PROVISIONS...................................................................52

         16.1  NOTICES..................................................................................52
         16.2  COUNTERPARTS.............................................................................52
         16.3  TABLE OF CONTENTS AND HEADINGS...........................................................52
         16.4  SUCCESSORS AND ASSIGNS...................................................................53
         16.5  SEVERABILITY.............................................................................53
         16.6  NON-WAIVER...............................................................................53
         16.7  APPLICABLE LAW (SUBMISSION TO JURISDICTION)..............................................53
         16.8  CONFIDENTIALITY..........................................................................53
         16.9  SURVIVAL OF CERTAIN PROVISIONS...........................................................54
         16.10  WAIVER OF PARTITION.....................................................................54
         16.11  ENTIRE AGREEMENT........................................................................54
         16.12  CURRENCY................................................................................54

Schedule A-- INVESTMENT OBJECTIVE, POLICIES AND PROCEDURES

This First Amended and Restated Limited Partnership Agreement (as from time to time amended, supplemented or restated, this "AGREEMENT") of MMC CAPITAL C&I PROFESSIONALS FUND, L.P. (formerly known as Marsh & McLennan Capital Communications and Information Professionals Fund, L.P.), a Delaware limited partnership (the "PARTNERSHIP"), is made and entered into as of July 21, 2000 for the purpose of amending and restating the Limited Partnership Agreement of the Partnership, dated as of April 7, 2000. Capitalized terms used herein without definition have the meanings specified in Section 14.

SECTION 1

ORGANIZATION; ETC.

1.1 AMENDMENT AND RESTATEMENT. (a) GENERAL. The General Partner and the Persons listed IN the Partnership Register as limited partners of the Partnership (in their capacities as limited partners of the Partnership, the "LIMITED PARTNERS", and the General Partner and the Limited Partners being herein referred to collectively as the "PARTNERS", both such terms to include any Person hereafter admitted to the Partnership as a Limited Partner or a General Partner, as the case may be, in accordance with the terms hereof, and to exclude any Person that ceases to be a Partner in accordance with the terms hereof), hereby amend and restate the Prior Agreement in its entirety by deleting it and replacing it with this Agreement. A Person shall be admitted as a limited partner of the Partnership at the time that (I) this Agreement, a Power of Attorney, a Subscription Agreement and an Eligibility Questionnaire, or counterparts thereof, are executed by or on behalf of such Person and are accepted by the General Partner and (II) such Person is listed by the General Partner as a Limited Partner in the Partnership Register.

(b) PARTNERSHIP REGISTER. The General Partner shall cause to be maintained in the principal office of the Partnership a register of limited partnership interests of the Partnership setting forth the name, mailing address, Capital Commitment and group (as set forth in Section 3.1) of each Partner (the "PARTNERSHIP REGISTER"). The Partnership Register shall from time to time be updated as necessary to maintain the accuracy of the information contained therein. Except as may otherwise be provided herein, 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. Subject to the terms of this Agreement, the General Partner may authorize any action permitted hereunder in respect of the Partnership Register without any need to obtain the consent of any other Partner.

1.2 NAME AND OFFICES. The name of the Partnership is MMC Capital C&I Professionals Fund, L.P. The registered office of the Partnership in the State of Delaware is initially located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation

Trust Company. The General Partner may change the registered office of the Partnership in the State of Delaware or the registered agent for service of process on the Partnership at any time upon notice to the Limited Partners in accordance with the terms of this Agreement. The Partnership shall have its initial principal office for its activities at 20 Horseneck Lane, Greenwich, Connecticut 06830. The General Partner may designate from time to time another office within or without the United States as the Partnership's principal office for its investment activities. The Partnership may from time to time have such other office or offices within or without the State of Delaware as may be designated by the General Partner.

1.3 PURPOSES. Subject to the other provisions of this Agreement, the purposes and business of the Partnership are to co-invest with MMC Capital Communications and Information Fund, L.P. (formerly known as Marsh & McLennan Capital Communications and Information Fund, L.P.), a Delaware limited partnership (the "INSTITUTIONAL FUND" and, together with any other investment funds organized by MMC or its Affiliates which are authorized to co-invest with the Institutional Fund in Portfolio Companies, the "CO-INVESTMENT FUNDS"), and to acquire, hold, sell or otherwise dispose of Securities in accordance with and subject to the investment objectives, policies and procedures referred to in Schedule A attached hereto (the "INVESTMENT GUIDELINES") and the other provisions of this Agreement, and to engage in such other activities as the General Partner deems necessary, advisable, convenient or incidental thereto, to engage in any business which may lawfully be conducted by a limited partnership formed pursuant to the Act and to carry on any business relating thereto or arising therefrom, including without limitation anything incidental, ancillary or necessary to the foregoing.

1.4 TERM. The term of the Partnership commenced on April 7, 2000, the date set forth in the Certificate of Limited Partnership of the Partnership (as it may be amended from time to time, the "CERTIFICATE") was filed in the Office of the Secretary of State of the State of Delaware (the "SECRETARY OF STATE"), and shall continue, unless the Partnership is sooner dissolved, until the end of the term of the Institutional Fund (such term, as so extended, being referred to as the "TERM"), PROVIDED, that the General Partner in its sole discretion may extend such Term and PROVIDED FURTHER that the Partnership shall continue after the last calendar day of the Term solely for purposes of Section
10.1(b). Notwithstanding the expiration of the Term, the Partnership shall continue as a separate legal entity until cancellation of the Certificate in accordance with Section 13.4(b) and in the manner provided in the Act.

1.5 FISCAL YEAR. The Fiscal Year of the Partnership 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 partnership accounting purposes.

1.6 PARTNERSHIP POWERS. In furtherance of the purposes specified in
Section 1.3 and without limiting the generality of Section 2.1, the Partnership and the General Partner, acting on behalf of the Partnership or on its own behalf and in its own name, as appropriate,

shall be empowered to do or cause to be done any and all acts deemed by the General Partner, in its sole judgment, to be necessary, advisable, appropriate, proper, convenient or incidental to or for the furtherance of the purposes of the Partnership including, without limitation, the power and authority:

(a) to acquire, hold, manage, own and Transfer the Partnership's interests in Securities or any other investments made or other property or assets held by the Partnership, in accordance with and subject to the Investment Guidelines;

(b) to establish, have, maintain or close one or more offices within or without the State of Delaware and in connection therewith to rent or acquire office space and to engage personnel;

(c) to open, maintain and close bank and brokerage (including, without limitation, margin) accounts, including, without limitation, to draw checks or other orders for the payment of moneys, to exchange U.S. dollars held by the Partnership into non-U.S. currencies and vice versa, to enter into currency forward and futures contracts and to hedge Portfolio Investments, and to invest funds in Temporary Investments;

(d) to bring, defend, settle and dispose of Proceedings at law or in equity or before any Governmental Authority;

(e) to retain and remove consultants, custodians, attorneys, placement agents, accountants, actuaries and such other agents and employees of the Partnership as it may deem necessary or advisable, and to authorize each such agent and employee to act for and on behalf of the Partnership;

(f) to retain the Manager, as contemplated by Section 7.1, to render investment advisory and managerial services to the Partnership, PROVIDED that such retention shall not relieve the General Partner of any of its obligations hereunder;

(g) to cause the Partnership to enter into and carry out the terms of the Subscription Agreements without any further act, approval or vote of any Partner (including, without limitation, any agreements to induce any Person to purchase a limited partnership interest);

(h) to make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may, in the sole judgment of the General Partner, be necessary, appropriate, desirable or convenient for the acquisition, holding or Transfer of Securities for the Partnership;

(i) to enter into, deliver, perform and carry out contracts and agreements of every kind necessary or incidental to the offer and sale of limited partner interests in the Partnership, to the acquisition, holding and Transfer of Securities, or otherwise, to the accomplishment of the Partnership's purposes, and to take or omit to take such other action in connection with such offer and sale, with such acquisition, holding or Transfer, or with the business of the Partnership as may be necessary, desirable or convenient to further the purposes of the Partnership;

(j) to borrow money and to issue guarantees; and

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

SECTION 2

THE GENERAL PARTNER

2.1 MANAGEMENT. The management, control and operation of and the determination of policy with respect to the Partnership and its affairs shall be vested exclusively in the General Partner (acting directly or through its duly appointed agents), which is hereby authorized and empowered on behalf and in the name of the Partnership, subject to Section 2.2 and the other terms of this Agreement, to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable, convenient or incidental thereto. The General Partner may exercise on behalf of the Partnership, and may delegate to the Manager, all of the powers set forth in
Section 1.6, PROVIDED, that the management and the conduct of the activities of the Partnership shall remain the sole responsibility of the General Partner and all decisions relating to the selection and disposition of the Partnership's investments shall be made exclusively by the General Partner in accordance with this Agreement. The General Partner is hereby authorized to appoint a successor general partner.

2.2 LIMITATIONS ON THE GENERAL PARTNER. The General Partner shall not:

(a) do any act in contravention of any applicable law or regulation, or any provision of this Agreement or of the Certificate;

(b) possess Partnership property for other than a Partnership purpose;

(c) admit any Person as a general partner of the Partnership except as permitted by this Agreement and the Act;

(d) admit any Person as a Limited Partner except as permitted by this Agreement and the Act;

(e) Transfer its interest in the Partnership except as permitted by this Agreement and the Act; or

(f) permit the registration or listing of interests in the Partnership on an "established securities market," as such term is used in Treasury Regulations section 1.7704-1.

2.3 RELIANCE BY THIRD PARTIES. In dealing with the General Partner and its duly appointed agents (including, without limitation, the Manager), no Person shall be required to inquire as to the General Partner's or any such agent's authority to bind the Partnership.

2.4 EXPENSES. All Partnership Expenses and Organizational Expenses shall be paid by the Partnership.

2.5 LIABILITY OF THE GENERAL PARTNER AND THE MANAGER. (a) GENERAL. Except as provided in the Act, the General Partner has the powers, duties, responsibilities and liabilities of a partner in a partnership without limited partners (I) to the Partnership and the other Partners and (II) to Persons other than the Partnership and the other Partners. 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. No Partner shall be liable to the Partnership or any Partner for any action taken by any other Partner. To the extent that, at law or in equity, a Covered Person has duties and liabilities to the Partnership or to the Partners, such Covered Person acting under this Agreement or otherwise shall not be liable to the Partnership or any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent they expressly restrict, replace or modify the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to restrict, replace or modify such other duties and liabilities of such Covered Person. Except as otherwise expressly provided in this Agreement, the General Partner shall not be liable for the return of all or any portion of the Limited Partner's Capital Accounts or Capital Contributions.

(b) RELIANCE. A Covered Person (I) shall incur no liability in acting upon any signature or writing believed by it to be genuine, (II) 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 (III) 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, actuaries, auditors and other skilled Persons of its choosing, and shall not be liable for anything done, suffered or omitted in good faith 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 officers of the Covered Person. Except as otherwise provided in this Section 2.5, no Covered Person shall be liable to the Partnership or any Partner for any mistake of fact or judgment by the Covered Person in conducting the affairs of the Partnership or otherwise acting in respect of and within the scope of this Agreement. No Covered Person shall be liable for the return to any Limited Partner of all or any portion of any Limited Partner's Capital Account or Capital Contributions except as otherwise provided herein.

(c) DISCRETION. Whenever in this Agreement the General Partner or the Manager is permitted or required to make a decision (I) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude, the General Partner or the Manager, as the case may be shall be entitled to consider such interests and factors as it desires, including, without limitation, its own interests, or (II) in its "good faith" or under another expressed standard, the General Partner or the Manager, as the case may be 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 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 Act, or with respect to the interpretation of this Agreement, the General Partner is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in good faith, and its determination and interpretation so made shall be final and binding on all parties.

2.6 CONFLICTS OF INTEREST. (a) POTENTIAL CONFLICTS OF INTEREST. While the Manager and the General Partner intend to avoid situations involving conflicts of interest, each Limited Partner acknowledges that there may be situations in which the interests of the Partnership, with respect to a Portfolio Company or otherwise, may conflict with the interests of the General Partner, a Senior Principal, the Manager or their respective Affiliates. Each Limited Partner agrees that the activities of the General Partner, a Senior Principal, the Manager, and their respective Affiliates not prohibited by this Agreement may be engaged in by the General Partner, any Senior Principal, the Manager or any such Affiliate, as the case may be, and will not, in any case or in the aggregate, be deemed a breach of this Agreement or any duty owed by any such Person to the Partnership or to any Partner.

(b) ACTUAL CONFLICTS OF INTEREST. On any issue involving actual conflicts of interest not provided for elsewhere in this Agreement, each of the Manager and the General Partner will be guided by its good faith judgment as to the best interests of the Partnership and shall take such actions as are determined by the Manager and the General Partner, as the case may be, to be necessary or appropriate to ameliorate any such conflict of interest and, in addition, may take such actions as may be permitted or required under the Institutional Fund Agreement. If the General Partner or the Manager takes an action in respect of a matter giving rise to a conflict of interest, neither the General Partner nor the Manager nor any of their respective Affiliates

shall have any liability to the Partnership or any Limited Partner for actions in respect of such matter taken in good faith by them in the pursuit of their own respective interests.

2.7 TRANSFER OR WITHDRAWAL BY THE GENERAL PARTNER. To the extent permitted by law,

(a) the General Partner may at its election convert to a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction, or

(b) the General Partner may Transfer its interest as the general partner of the Partnership to, or be merged with and into, a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction for the purpose of serving as the general partner of the Partnership,

but only if in any such case such conversion, Transfer or merger will not result in a Material Adverse Effect on the Partnership or on the Limited Partners (in their capacities as limited partners of the Partnership). Upon any such conversion to such a limited partnership, limited liability company or other entity, or any such Transfer by or merger of the General Partner to or with such a limited partnership, limited liability company or other entity, such limited partnership, limited liability company or other entity shall be deemed to be the same Person as the General Partner for all purposes of this Agreement. All Subscription Agreements applicable to the Partnership that are in effect at the time of any such conversion, Transfer or merger shall thereafter continue in full force and effect.

2.8 CERTAIN OTHER RELATIONSHIPS. MMC, the General Partner, the Manager, each Senior Principal, and any of their respective Affiliates, or any subset of the foregoing, may organize or sponsor, private investment funds, including, without limitation, funds having primary investment objectives and policies substantially the same as those of the Partnership. Other than as expressly contemplated herein, this Agreement shall not restrict or limit the activities of MMC, the General Partner, the Manager, any Senior Principal or any of their respective Affiliates.

SECTION 3

LIMITED PARTNERS

3.1 LIMITED PARTNERS. Limited Partners shall be divided into groups as follows:

(a) "EMPLOYER LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

(b) "PROFITS LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

(c) "CASH LIMITED PARTNERS" shall be those Limited Partners designated as such in the Partnership Register.

The Associated Commitments of the Profits Limited Partners shall be associated on the records of the Partnership with the Capital Commitment of the relevant Employer Limited Partner.

3.2 NO PARTICIPATION IN MANAGEMENT, ETC. No Limited Partner, in its capacity as a limited partner of the Partnership, shall take part in the management or control of the Partnership's affairs, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. No Limited Partner shall have the right to vote for the election, removal or replacement of the General Partner. No provision of this Agreement shall obligate any Limited Partner to refer investments to the Partnership or restrict any investments that a Limited Partner may make.

3.3 LIMITATION OF LIABILITY. Except as may otherwise be provided by the Act or in Section 10.1(b) or Section 6.12 or otherwise herein, the liability of a Limited Partner for any loss of the Partnership shall not exceed the sum of (A) the amount of its Capital Commitment, if any, (B) its interest in the undistributed assets of the Partnership, (C) its obligation to make other payments expressly provided for in this Agreement, and (D) its liability under any applicable law, including without limitation the Act.

3.4 NO PRIORITY, ETC. No Limited Partner shall have priority over any other Limited Partner either as to the return of the amount of its Capital Contribution to the Partnership or, except as provided in Section 6, as to any allocation of income, gain, deduction or loss.

SECTION 4

INVESTMENTS

4.1 INVESTMENTS IN PORTFOLIO COMPANIES. (a) CO-INVESTMENT. The Partnership shall co-invest with the other Co-Investment Funds in a manner determined in the sole discretion of the General Partner to be in accordance with Section 4.7 of the Institutional Fund Agreement.

(b) REINVESTMENT. Proceeds from the disposition of Portfolio Investments (I) may be reinvested by the General Partner to the same extent that the general partner of the Institutional Fund is permitted by the Institutional Fund Agreement to reinvest proceeds from the disposition of portfolio investments of the Institutional Fund, and (II) subject to Section 5.5, may be retained and used to make Portfolio Investments if the General Partner, in its sole discretion, determines that such retention and use would be reasonable in light of the timing and size of anticipated Portfolio Investments.

4.2 TEMPORARY INVESTMENTS. The General Partner may invest funds held by the Partnership in Temporary Investments pending investment in Portfolio Investments, pending distribution or for any other purpose.

SECTION 5

CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS

5.1 CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS OF THE PARTNERS.
(a) CAPITAL CONTRIBUTIONS. Except as otherwise provided herein, each Partner (other than the Profits Limited Partners) shall make Capital Contributions to the Partnership in the aggregate amount of the Capital Commitment of such Partner as set forth opposite its name in the Partnership Register, PROVIDED that, except as otherwise provided herein, the Partners (other than the Profits Limited Partners) shall make such Capital Contributions to the Partnership (I) in respect of Portfolio Investments, PRO RATA based on the Capital Commitments or Remaining Capital Commitments, as determined with respect to each Portfolio Investment by the General Partner in its sole discretion, of all the Partners (other than Defaulting Cash Limited Partners and Limited Partners (including, without limitation, an Employer Limited Partner in respect of an associated Profits Limited Partner) excused from making such a Capital Contribution pursuant to Section 5.2), and (II) in respect of Organizational Expenses and Partnership Expenses, PRO RATA based on the Capital Commitments of all the Partners (other than Defaulting Cash Limited Partners), and PROVIDED FURTHER that in respect of each Partner, such Partner's aggregate Capital Contributions shall not exceed such Partner's Capital Commitment.

(b) DRAWDOWNS. Except as otherwise provided herein, the Capital Contributions of each Partner (other than the Profits Limited Partners), shall be paid in separate Drawdowns, subject to the following terms and conditions:

(i) The General Partner shall provide each Employer Limited Partner and each Cash Limited Partner with a notice (as the same may be revised by the General Partner in its sole discretion, the "DRAWDOWN NOTICE") at least 3 days prior to the date of Drawdown. Each such Partner shall pay to the Partnership the Capital Contribution of such Partner as specified in the Drawdown Notice, in cash or other immediately available funds by the date of Drawdown specified in the Drawdown Notice.

(ii) Subject to Section 5.2, each Limited Partner (other than the Profits Limited Partners) shall pay to the Partnership the Capital Contribution of such Partner in respect of Portfolio Investments, Partnership Expenses or Organizational Expenses, as the case may be, as specified in the Drawdown Notice (as the same may be revised), in cash or other immediately available funds by the date of Drawdown specified in the Drawdown Notice.

(iii) Each Capital Contribution by an Employer Limited Partner in respect of a Capital Commitment shall be associated on the records of the Partnership with the Profits Limited Partner with which such Capital Commitment is associated.

(c) CREDITORS. The provisions of this Section 5.1 are intended solely to benefit the Partners 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 Capital Contributions or to cause the General Partner to deliver a Drawdown Notice.

5.2 EXCUSED INVESTMENTS. The General Partner may, in its sole discretion, excuse, in whole or in part, any Limited Partner from participation in any Portfolio Investment if the General Partner, in its sole discretion, has determined that any such participation (I) may constitute a conflict of interest for such Limited Partner, the Partnership or any other Co-Investment Fund, (II) may subject such Limited Partner, the Partnership or any other Co-Investment Fund to a material tax or material regulatory requirement to which it or they would not otherwise be subject, or which is reasonably likely to materially increase any such material tax or material regulatory requirement beyond what it would otherwise have been, or (III) may cause a Material Adverse Effect. In the event that, pursuant to the immediately preceding sentence, the General Partner excuses a Profits Limited Partner with respect to participation in a Portfolio Investment, the Associated Contribution of the Employer Limited Partner associated with such Profits Limited Partner shall be excused. For the avoidance of doubt, there will be

no reduction in the Remaining Associated Commitment of an Employer Limited Partner with respect to an excused Profits Limited Partner associated with such Employer Limited Partner.

5.3 DEFAULTING LIMITED PARTNERS. (a) CASH LIMITED PARTNERS. If any Cash Limited Partner fails to contribute, in a timely manner, any portion of the Capital Commitment required to be contributed by such Cash Limited Partner hereunder or pursuant to such Cash Limited Partner's Subscription Agreement, or any portion of the amounts determined pursuant to Section 10.1 to be required to be contributed by such Cash Limited Partner, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "CASH LIMITED PARTNER DEFAULT"), then such Cash Limited Partner (a "DEFAULTING CASH LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section
5.3. The General Partner may choose not to designate any such Cash Limited Partner as a Defaulting Cash Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Cash Limited Partner, subject to such conditions as the General Partner and the Defaulting Cash Limited Partner may agree upon. In the event that a Cash Limited Partner becomes a Defaulting Cash Limited Partner, (I) such a Defaulting Cash Limited Partner's Remaining Capital Commitment (the "DEFAULTED COMMITMENTS") shall be deemed to be zero (except that the General Partner, the Employer Limited Partners and the Cash Limited Partners that are not Defaulting Cash Limited Partners shall have an option, exercisable within ten Business Days following the date of the notice referred to in the first sentence of this Section 5.3(a), to assume the Defaulted Commitments, if any, of the Defaulting Cash Limited Partner, such Defaulted Commitments to be assumed in proportion to the Capital Commitments and/or Associated Commitments, as the case may be, of the Partners exercising such option (the "EXERCISING PARTNERS")), (II) such Defaulting Cash Limited Partner shall be entitled to receive only one-half of the distributions that it would have been entitled to receive had it not become a Defaulting Cash Limited Partner, and the other one-half of such distributions (the "FORFEITED DISTRIBUTIONS") shall be made in accordance with this Section 5.3(a), and (III) such Defaulting Cash Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment for which such Defaulting Cash Limited Partner failed to contribute when due any portion of such Defaulting Cash Limited Partner's Capital Commitment or any Portfolio Investment made on or after such date. The Forfeited Distributions of a Defaulting Cash Limited Partner pursuant to this Section 5.3(a) shall be applied as follows when and as amounts become distributable: FIRST, to the Partnership in an amount equal to the Organizational Expenses and Partnership Expenses, in each case as estimated in good faith by the Manager, attributable to such Defaulting Cash Limited Partner's Capital Commitment for the period from the date of Cash Limited Partner Default through the end of the Term, and SECOND, to the Exercising Partners in accordance with the respective Capital Commitments and/or Associated Commitments, as the case may be, of such Partners, or, if there are no Exercising Partners, to all Partners other than any Limited Partner, Cash Limited Partner, or Profits Limited Partner in default in accordance with their respective Capital Commitments and/or Associated Commitments, as the case may be. In addition, such

Defaulting Cash Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Cash Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d),
Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Cash Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Notwithstanding any other provision of this Section 5.3(a), the obligations of any Defaulting Cash Limited Partner to the Partnership hereunder shall not be extinguished as a result of the operation of this Section 5.3(a). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the default of a Defaulting Cash Limited Partner.

(b) PROFITS LIMITED PARTNERS. If any Profits Limited Partner (A) fails to make, in a timely manner, any contributions required to be made by such Limited Partner pursuant to Section 6.12 or Section 10.1(b), or (B) fails to defer compensation at the time and in the amount required by the MMC Capital Plan, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "PROFITS LIMITED PARTNER DEFAULT"), then such Limited Partner (a "DEFAULTING PROFITS LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section 5.3(b). To the extent permitted by the MMC Capital Plan, the General Partner may choose not to designate any Profits Limited Partner as a Defaulting Profits Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Profits Limited Partner, subject to such conditions as the General Partner and the Defaulting Profits Limited Partner may agree upon. Except as may be otherwise provided in this Agreement, in the event that a Profits Limited Partner becomes a Defaulting Profits Limited Partner, (i) such a Defaulting Profits Limited Partner's interest in the Partnership attributable to such Defaulting Profits Limited Partner's unfunded deferral under the MMC Capital Plan would be purchased by the relevant Employer Limited Partner or its designee for $1.00, and (II) such Defaulting Profits Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment made on or after the date on which such Defaulting Profits Limited Partner failed to make deferrals when due under the MMC Capital Plan. For the avoidance of doubt, amounts deferred pursuant to the MMC Capital Plan by a Profits Limited Partner but not yet invested in Portfolio Investments at the time of a Profits Limited Partner Default by such Profits Limited Partner shall not be invested in Portfolio Investments. In addition, such Defaulting Profits Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Profits Limited Partner would be required to make to the Partnership pursuant to Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Profits Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13, and such Defaulting Profits Limited Partner's contribution in respect of Section 6.12 shall be distributed to its associated Employer Limited Partner. In addition, the Defaulting Profits Limited Partner may be required to purchase the

portion of the interest of its associated Employer Limited Partner in the Partnership attributable to any outstanding Advance made by such Employer Limited Partner, in accordance with the provisions of sections 8.2 and 8.3 of the MMC Capital Plan. Notwithstanding any other provision of this Section 5.3(b), the obligations of any Defaulting Profits Limited Partner to the Partnership hereunder shall not be extinguished as a result of the operation of this Section 5.3(b). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the Profits Limited Partner Default of a Defaulting Profits Limited Partner.

5.4 TERMINATION OF EMPLOYMENT (OTHER THAN TIER 1 LIMITED PARTNERS).
(a) TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Cash
Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) dies or is terminated as an employee or consultant of an Employer Limited Partner by reason of such Limited Partner's Total Disability or Retirement, such Cash Limited Partner or Profits Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Profits Limited Partner, the Employer Limited Partner associated with such terminated Profits Limited Partner) purchase, or designate a purchaser for, all or a portion of the interest in the Partnership of such Limited Partner, and in the case of a Cash Limited Partner, terminate such Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but shall have no obligation to grant any such request. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee, shall provide notice no later than 90 days after such request is made and shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership (or a greater amount agreed to by the General Partner or the Employer Limited Partner, as the case may be) within 60 days of such notice. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated Cash Limited Partner or Profits Limited Partner shall contribute to the Partnership (or the Partnership shall withhold from distributions otherwise due to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Without duplication, the obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

(b) OTHER TERMINATION. If a Cash Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) is terminated as an employee of or consultant to an Employer Limited Partner for a reason other than death, Total Disability or Retirement, the General Partner (or in the case of such a terminated Profits Limited Partner, the Employer Limited Partner associated with such terminated Profits Limited Partner) will have the right, but not the obligation, to purchase or designate a purchaser for the interest in the Partnership of such Limited Partner at any time after such termination. If such termination is an involuntary termination without an MMC Capital Cause Determination or is a voluntary termination, the purchase price for such Limited Partner's interest shall be the fair market value of such interest, which 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 selected by the General Partner (or the Employer Limited Partner, as the case may be) and approved by the Limited Partner, which approval shall not be unreasonably withheld. The cost of such appraisal shall be shared equally by the General Partner (or the Employer Limited Partner, as the case may be) and the Limited Partner. If the employment of a Limited Partner is terminated due to an involuntary termination with an MMC Capital Cause Determination, the purchase price for such Limited Partner's interest in the Partnership shall be the lesser of (I) an amount equal to the aggregate Capital Contributions made by such Limited Partner to the Partnership, (II) the Value of such interest or (III) the fair market value of such interest determined by an independent appraiser selected by the General Partner (or the Employer Limited Partner, as the case may be). Fair market value as of any date shall be determined as if the Partnership had been liquidated in an orderly manner as of such date. Upon any such purchase of a Limited Partner's interest in the Partnership, such Limited Partner shall have no further interest in the Partnership. In the absence of any such purchase of a Limited Partner's interest in the Partnership, such Limited Partner shall remain a Limited Partner in the Partnership and shall remain subject to all provisions of this Agreement, PROVIDED that such Limited Partner shall have no rights under Section 8.2(b). In addition, unless the General Partner in its sole discretion determines otherwise, the obligation of such a terminated Cash Limited Partner to make further Capital Contributions to the Partnership in respect of his or her Capital Commitment to fund Portfolio Investments made after the date of such Cash Limited Partner's termination will terminate, PROVIDED that if such obligation is not to be so terminated, notice that such obligation will continue will be given to such Cash Limited Partner within 180 days of the termination of employment of such Cash Limited Partner. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated Cash Limited Partner or Profits Limited Partner shall contribute to the Partnership (or the Partnership shall withhold from distributions otherwise due to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Without duplication,

the obligations of such terminated Limited Partner pursuant to Section 6.11(d),
Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

5.5 TERMINATION OF A TIER 1 LIMITED PARTNER. (a) TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Tier 1 Limited Partner dies or is terminated as an employee of or consultant to an Employer Limited Partner by reason of such Tier 1 Limited Partner's Total Disability or Retirement, such Tier 1 Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Tier 1 Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Tier 1 Profits Limited Partner, its associated Employer Limited Partner) purchase or designate a purchaser for, all or a portion of the interest in the Partnership of such Tier 1 Limited Partner, and in the case of a Tier 1 Cash Limited Partner, terminate such Tier 1 Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but have no obligation to grant any such request. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee shall provide notice no later than 90 days after such request is made and, shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership within 60 days of such notice. The obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and
Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

(b) OTHER TERMINATION. If a Tier 1 Limited Partner is terminated as an employee or consultant for a reason other than death, Total Disability or Retirement, the General Partner (or in the case of a Tier 1 Profits Limited Partner, the Employer Limited Partner associated with such Tier 1 Profits Limited Partner) may, but only with the consent of such Tier 1 Limited Partner, purchase or designate a purchaser for the interest in the Partnership of such Tier 1 Limited Partner at a purchase price that is mutually agreed upon but which shall not be less than the Value of such interest. In addition, unless both the General Partner and a terminated Tier 1 Cash Limited Partner agree otherwise, the Remaining Capital Commitments of such Tier 1 Cash Limited Partner shall be reduced to zero and such terminated Tier 1 Cash Limited Partner shall have no further obligation to make Capital Contributions to the Partnership. Without duplication, the obligations of such terminated Tier 1 Cash Limited Partner pursuant to Section 6.11(d), Section 6.12, and Section 10.1(b), as applicable, shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership. Upon termination of the employment of a Tier 1 Limited Partner, such Tier 1 Limited Partner or representative thereof, can require (i) that Distributable Cash apportioned to such Tier 1 Limited Partner be

distributed promptly, and (ii) that proceeds from the disposition of Portfolio Investments apportioned to such Limited Partner shall not be reinvested pursuant to Section 4.1(b).

(c) COMMITMENTS. In the event the Capital Commitments of any Tier 1 Cash Limited Partner are reduced pursuant to Section 5.5, the Employer Limited Partner will assume such Capital Commitments to the extent required to ensure that the Capital Commitments of the Tier 1 Cash Limited Partners, aggregated with the Capital Commitments of the Employer Limited Partner and the Associated Commitments of the Tier 1 Profits Limited Partners, equal at least $5 million.

5.6 SPECIAL CONSEQUENCES OF TERMINATION OF ANY PROFITS LIMITED PARTNER. If, for any reason, a Profits Limited Partner is terminated as an employee of or consultant to its associated Employer Limited Partner, there are additional consequences as set forth in the MMC Capital Plan. Such Profits Limited Partner will have an interest only in Portfolio Investments that were made during the period when the Profits Limited Partner made deferrals when due under the MMC Capital Plan. The Employer Limited Partner associated with such terminated Profits Limited Partner will purchase the portion of such Profits Limited Partner's interest in the Partnership attributable to such terminated Profits Limited Partner's unpaid deferral under the MMC Capital Plan for $1.00, and such terminated Profits Limited Partner's obligation to make further deferrals under the MMC Capital Plan will be reduced to zero. If, at the time the employment of a Profits Limited Partner with MMC Capital is terminated, (I) such Profits Limited Partner has not deferred an amount under the MMC Capital Plan at least equal to the amount of such Profits Limited Partner's Associated Commitment, and (II) the amount, if any, of the Capital Contributions of such Employer Limited Partner in respect of the associated Profits Limited Partner's interest in the Partnership exceeds the amount such Profits Limited Partner has deferred under the MMC Capital Plan, then such Employer Limited Partner may, in its discretion, require the Profits Limited Partner to purchase, for cash, the portion of such Employer Limited Partner's interest in the Partnership attributable to such excess Capital Contributions of such Employer Limited Partner in accordance with the provisions of sections 8.2 and 8.3 of the MMC Capital Plan.

5.7 FURTHER ACTIONS. To the extent necessary in the sole discretion of the General Partner, the General Partner shall cause this Agreement to be amended, without the need for any further act, vote or approval of any other Partner or Person, to reflect as appropriate the occurrence of any of the transactions referred to in this Section 5 or in Section 11 as promptly as is practicable after such occurrence.

SECTION 6

CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS; WITHHOLDING

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

6.2 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 each item of the Partnership's income and gain for such Period (allocated in accordance with
Section 6.9) and (II) the Capital Contributions, if any, made by such Partner during such Period and (B) decreasing such balance by (I) the amount of cash or the Value of Securities or other property distributed or deemed distributed to such Partner pursuant to Section 6 or Section 8 and (II) such Partner's allocable share of each item of the Partnership's deduction or loss for such Period (allocated in accordance with Section 6.10). Each Partner's Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement.

6.3 DISTRIBUTIONS. Distributable Cash attributable to any Portfolio Investment shall initially be apportioned among the Partners in proportion to their Sharing Percentages for such Portfolio Investment. Distributable Cash not attributable to a Portfolio Investment shall be apportioned among the Partners (other than the Employer Limited Partners) in proportion to their respective Capital Contributions giving rise to the Distributable Cash (or, in the case of a Profits Limited Partner, the Capital Contributions of the Employer Limited Partner associated with such Profits Limited Partner). Except as otherwise provided herein, Distributable Cash apportioned to the General Partner shall be distributed to the General Partner and Distributable Cash apportioned to a Cash Limited Partner shall be distributed to such Cash Limited Partner. Except as otherwise provided herein, Distributable Cash apportioned to a Profits Limited Partner shall be distributed as follows:

FIRST, 100% to the Employer Limited Partner associated with such Profits Limited Partner until the cumulative amount distributed to such Employer Limited Partner in respect of such Profits Limited Partner pursuant to this paragraph First is equal to the sum of (I) the aggregate Capital Contributions of such Employer Limited Partner associated with such Profits Limited Partner used to fund the cost of such Portfolio Investment and each other Portfolio Investment previously disposed of, or used to fund Partnership Expenses and Organizational Expenses, and (II) such additional amount as is necessary to provide such Employer Limited Partner with a rate of return on such Capital Contributions equal to the AFR Rate (such sum, the "AFR RETURN"); and

SECOND, to such Profits Limited Partner.

6.4 TAX DISTRIBUTIONS. Notwithstanding Section 6.3, the Partnership may, either prior to, together with or subsequent to any distribution of Distributable Cash pursuant to Section 6.3 with respect to a Portfolio Investment, make distributions to all Partners (other than any Defaulting Cash Limited Partners or Defaulting Profits Limited Partners), regardless of their tax status, in amounts intended to enable such Partners (or any Person whose tax liability is determined by reference to the income of any such Partner) to discharge their United States federal, state and local (and, in the discretion, of the General Partner, non-U.S.) income tax liabilities arising from the allocations and distributions made (or to be made) pursuant to this Agreement with respect to such Portfolio Investment. The amount distributable pursuant to this Section 6.4 shall be determined by the General Partner in its sole discretion, taking into account the maximum combined United States federal, New York State and New York City tax rates applicable to individuals or corporations (whichever is higher) on ordinary income and capital gain (taking into account the applicable holding period), as the case may be, and the amounts of ordinary income and capital gain allocated to the Partners pursuant to this Agreement, and otherwise based on such reasonable assumptions as the General Partner determines in good faith to be appropriate (and the assumptions described in this sentence shall be applied equally to each Partner regardless of its tax status). The amount distributable to any Partner pursuant to any clause of
Section 6.3 shall be reduced by the amount distributed to such Partner pursuant to this Section 6.4, and the amount so distributed under this Section 6.4 shall be deemed to have been distributed to the extent of such reduction pursuant to such clause of Section 6.3 for purposes of making the calculations required by
Section 6.3.

6.5 OTHER PROVISIONS. (a) AVAILABLE ASSETS. Notwithstanding any other provision of this Agreement, distributions shall be made only to the extent of Available Assets and in compliance with the Act.

(b) DISPOSITION OF PORTION OF PORTFOLIO INVESTMENT. If less than all of the Portfolio Investments in a Portfolio Company are disposed of by the Partnership, the portion disposed of and the portion retained shall for purposes of Sections 6 and 10 (including for purposes of applying the definitions used therein) be deemed to be two separate Portfolio Investments. Any Capital Contributions, allocations or distributions made with respect to such Portfolio Investment shall be allocated between the portion disposed of and the portion retained PRO RATA in proportion to their respective purchase prices.

(c) DEFERRAL OF DISTRIBUTIONS IN CONNECTION WITH OUTSTANDING ADVANCES. Notwithstanding paragraph Second of Section 6.3, if an Employer Limited Partner shall have notified the Partnership that, pursuant to the MMC Capital Plan, an Advance has been made to any Profits Limited Partner associated with such Employer Limited Partner, then an amount equal to the amount of such Advance shall be retained in the Partnership and not distributed to such Profits Limited Partner until such Employer Limited Partner shall have notified the Partnership that the Advance is no longer outstanding, at which time such amount (together with

any earnings thereon) shall be distributed to such Profits Limited Partner. Any amount so withheld shall be invested by the Partnership in Temporary Investments for the account of the holder of such Profits Limited Partner.

6.6 DISTRIBUTIONS OF SECURITIES. Except in connection with the dissolution and liquidation of the Partnership as provided in Section 13, the General Partner shall not make any distributions in kind except to the extent the general partner of the Institutional Fund is permitted to make distributions in kind as provided in the Institutional Fund Agreement and as set forth herein. In the event that a distribution of Securities is made, such Securities shall be deemed to have been sold at their Value and the proceeds of such sale shall be deemed to have been distributed to the Partners for all purposes of this Agreement.

6.7 NEGATIVE CAPITAL ACCOUNTS. Except as provided by Section 6.12, no Limited Partner shall, and except as otherwise required by law the General Partner shall not, be required to make up a negative balance in its Capital Account.

6.8 NO WITHDRAWAL OF CAPITAL. Except as otherwise expressly provided herein, no Partner shall have the right to withdraw capital from the Partnership or to receive any distribution of or return on such Partner's Capital Contributions.

6.9 ALLOCATIONS. Each item of income, gain, loss and deduction of the Partnership (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Partners with respect to each Period as of the end of such Period in a manner that as closely as possible gives economic effect to the provisions of Sections 6 and 13 and the other relevant provisions of this Agreement.

6.10 TAX MATTERS. Except as otherwise provided herein, 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 Partner shall have the power in its sole discretion 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. Tax credits shall be allocated in good faith by the General Partner. All matters concerning allocations for United States federal, state and local and non-U.S. income tax purposes, including, without limitation, accounting procedures, not expressly provided for by the terms of this Agreement shall be determined in good faith by the General Partner. The General Partner may, in its sole discretion, cause the Partnership to make the election under section 754 of the Code. The

General Partner 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 other state or local or non-U.S. tax laws). Each Partner hereby consents to such designation and agrees that upon the request of the General Partner it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. No Partner shall permit the Partnership to elect, and the partnership shall not elect, to be treated as an association taxable as a corporation for United States federal, state or local income tax purposes under Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state or local law. The Partnership shall not participate in the establishment of an "established securities market" (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a "secondary market or the substantial equivalent thereof" (within the meaning of section 1.7704-1(c) of the Treasury Regulations) or, in either case, the inclusion of interests in the Partnership thereon.

6.11 WITHHOLDING TAXES. (a) AUTHORITY TO WITHHOLD; TREATMENT OF WITHHELD TAX. 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 or any of its Affiliates (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 participation in the Partnership (including as a result of a distribution in kind). 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 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 of Distributable Cash pursuant to the relevant clause of Section 6.3 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 cash distribution but for such withholding. To the extent that such deemed payment exceeds the cash distribution that such Partner would have received at such time but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt 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 taxes withheld or otherwise paid until the Partnership has received such payment.

(b) WITHHOLDING TAX RATE. Any withholdings referred to in this
Section 6.11 shall be made at the maximum applicable statutory rate under the applicable tax law unless the General Partner shall have received an opinion of counsel or other evidence, satisfactory to the General Partner, to the effect that a lower rate is applicable, or that no withholding is applicable.

(c) WITHHOLDING FROM DISTRIBUTIONS TO THE PARTNERSHIP. In the event that the Partnership receives a distribution from or in respect of which tax has been withheld, the Partnership shall be deemed to have received cash in an amount equal to the amount of such withheld tax, and each Partner shall be deemed to have received as a distribution of Distributable Cash pursuant to the relevant clause of Section 6.3 the portion of such amount that is attributable to such Partner's interest in the Partnership as equitably determined by the General Partner.

(d) INDEMNIFICATION. Each Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Partnership and the General Partner against all claims, liabilities and expenses of whatever nature relating to the Partnership's or the General Partner's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Partnership or the General Partner as a result of such Partner's participation in the Partnership. In addition, the Partnership shall, hereby or pursuant to a separate indemnification agreement and to the fullest extent permitted by applicable law, indemnify and hold harmless each Portfolio Company and any other Covered Person who is or who is deemed to be the responsible withholding agent for United States federal, state or local or non-U.S. income tax purposes (other than any Covered Person that is indemnified by each Partner pursuant to the previous sentence) against all claims, liabilities and expenses of whatever nature relating to such Portfolio Company's or Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by such Portfolio Company or Covered Person, as the case may be, as a result of the participation in the Partnership of a Partner (other than such Covered Person). If, pursuant to a separate indemnification agreement or otherwise, the Partnership shall indemnify or be required to indemnify any Portfolio Company or Covered Person against any claims, liabilities or expenses of whatever nature relating to such Portfolio Company's or Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by such Portfolio Company or 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.

6.12 CLAWBACK BY PROFITS LIMITED PARTNERS. If, as of the date of the dissolution of the Partnership, prior to the application of this Section 6.12, the aggregate amount distributed pursuant to Section 6 or Section 13 to an Employer Limited Partner with respect to any Profits Limited Partner associated with such Employer Limited Partner is not sufficient to provide the AFR Return attributable to such Profits Limited Partner, such Profits Limited Partner shall contribute to the Partnership an amount that equals the amount of such shortfall and the Partnership shall, subject to Section 6.11 and applicable law, distribute such amount to such Employer Limited Partner.

6.13 FINAL DISTRIBUTION. The final distributions following dissolution shall be made in accordance with the provisions of Section 13.2.

SECTION 7

THE MANAGER

7.1 APPOINTMENT OF MANAGER. The Partnership will appoint the Manager to act as the investment advisor to and the manager of the Partnership pursuant to a separate agreement, which shall provide to the following effect:

(a) The Manager shall manage the operations of the Partnership, shall have the right to execute and deliver documents of the Partnership in lieu of the General Partner and shall have discretionary authority with respect to investments of the Partnership, including, without limitation, the authority to evaluate, monitor, exercise voting rights, liquidate and take other appropriate action with respect to investments on behalf of the Partnership, PROVIDED that the management and the conduct of the activities of the Partnership shall remain the sole responsibility of the General Partner and all decisions relating to the selection and disposition of the Partnership's investments shall be made exclusively by the General Partner in accordance with this Agreement and subject to the Investment Guidelines. The Manager shall perform its duties hereunder or under the separate agreement in accordance with the Investment Guidelines. Appointment of the Manager by the Partnership shall not relieve the General Partner from its obligations to the Partnership hereunder or under the Act.

(b) The Manager shall act in conformity with this Agreement and with the instructions and directions of the General Partner. The Manager shall serve without fee.

The engagement by the Partnership of the Manager contemplated hereby may be set forth in a separate management agreement specifying in further detail the rights and duties of the Manager. Such engagement, whether or not set forth in such a management agreement, shall terminate upon the filing of a certificate of cancellation of the Partnership as described in Section 13.4(b).

SECTION 8

BANKING; ACCOUNTING; BOOKS AND RECORDS;
ADMINISTRATIVE SERVICES

8.1 BANKING. All funds of the Partnership may be deposited in such bank, brokerage or money market accounts as shall be established by the General Partner. With-

drawals from and checks drawn on any such account shall be made upon such signature or signatures as the General Partner may designate.

8.2 MAINTENANCE OF BOOKS AND RECORDS; ACCESS. (a) MAINTENANCE. The General Partner shall keep or cause to be kept complete records and books of account. Such books and records shall be maintained in accordance with the provisions of the Institutional Fund Agreement applicable to the records and books of account of the Institutional Fund as if such provisions were applicable to the Partnership. The books and records required by law to be maintained at the registered office of the Partnership shall be so maintained pursuant to the provisions of the Act.

(b) ACCESS. Such books and records shall be available, upon five Business Days' notice to the General Partner, for inspection and copying at reasonable times during normal business hours by a Limited Partner or its duly authorized agents or representatives for any purpose reasonably related to such Limited Partner's interest as a limited partner in the Partnership.

8.3 PARTNERSHIP TAX RETURNS. The General Partner shall cause the Partnership initially to elect the Fiscal Year as its taxable year and shall cause to be prepared and timely filed all tax returns required to be filed for the Partnership in the jurisdictions in which the Partnership conducts business or derives income for all applicable tax years.

8.4 VALUATION. For all purposes of this Agreement, "VALUE" shall mean, with respect to any assets or Securities, including but not limited to any Portfolio Investment, owned (directly or indirectly) by the Partnership at any time, the fair market value of such asset or Security, as determined by the General Partner in its sole discretion, and, if a Portfolio Investment was made prior to the Partnership's last fiscal quarter end, fair market value with respect to such Portfolio Investment generally shall be the valuation set forth for such Portfolio Investment in the Partnership's financial statements (as of such immediately preceding fiscal quarter end). The valuation may, in the discretion of the General Partner, be made by independent third parties appointed by the General Partner and deemed qualified by the General Partner to render an opinion as to the value of the Partnership assets as of any date, using such methods and considering such information relating to the investments, assets and liabilities of the Partnership as such Persons may deem appropriate.

SECTION 9

REPORTS TO PARTNERS

9.1 INDEPENDENT AUDITORS. The books of account and records of the Partnership shall be audited as of the end of each Fiscal Year by such recognized accounting firm as shall be selected by the General Partner. The Partnership's independent public accountants shall be a recognized independent public accounting firm selected from time to time by the General Partner in its sole discretion.

9.2 REPORTS TO CURRENT PARTNERS. As soon as practicable after the end of each Fiscal Year, the General Partner shall prepare and mail or cause to be prepared and mailed to each Limited Partner audited financial statements of the Partnership. If a Limited Partner so requests in writing, the Partnership shall provide to each Limited Partner on a timely basis, all reports sent (after the date of such request) to the limited partners of the Institutional Fund pursuant to the limited partnership agreement of the Institutional Fund.

9.3 UNITED STATES FEDERAL INCOME TAX INFORMATION. The General Partner shall use its commercially reasonable best efforts to send, no later than 90 days after the end of each Fiscal Year, to each Limited Partner (or its legal representatives) and to each other Person that was a Limited Partner at any time during such Fiscal Year (or its legal representatives), a Schedule K-1, "Partner's Share of Income, Credits, Deductions, Etc.," to United States Internal Revenue Service Form 1065, "U.S. Partnership Return of Income," or any successor schedule or form, filed by the Partnership, for such Person.

9.4 ADDITIONAL INFORMATION. The General Partner shall promptly provide to any Tier 1 Limited Partner who so requests in writing such additional information concerning the Partnership as such Tier 1 Limited Partner may reasonably find relevant to the interests in the Partnership held by such Tier 1 Limited Partner.

SECTION 10

INDEMNIFICATION OF COVERED PERSONS

10.1 INDEMNIFICATION OF COVERED PERSONS, ETC. (a) INDEMNIFICATION GENERALLY. The Partnership and each Partner 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 (including, but not limited to, Claims arising out of the disposition of any Portfolio Company), 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 10.1, and all expenses referred to in Section 10.2, referred to as "DAMAGES"), except to the extent that it shall have been determined ultimately by a court of competent jurisdiction that such Damages arose primarily from the Disabling Conduct of such Covered Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that such Covered Person has engaged in Disabling Conduct or any Damages relating to such settlement arose primarily from the Disabling Conduct of any Covered Person. The provisions of this Section 10 shall survive the termination, dissolution and winding-up of the Partnership.

(b) CONTRIBUTION. Notwithstanding any other provision of this Agreement, at any time and from time to time and prior to the third anniversary of the last day of the Term, the General Partner may require the Partners to contribute to the Partnership an amount sufficient to satisfy all or any portion of the indemnification obligations of the Partnership pursuant to Section 10.1(a), whether such obligations arise before or after the last day of the Term, or with respect to any Person who is a Partner, before or after such Person ceases to be a Partner, PROVIDED that each Partner shall make such contributions in respect of its share of any such indemnification obligations made or required to be made as follows:

(i) if the Claims or Damages so indemnified against arise out of a Portfolio Investment by each Partner to which Distributable Cash was distributed in connection with such Portfolio Investment, in such amounts as shall result in each Partner retaining from such Distributable Cash the amount that would have been distributed to such Partner had the amount of Distributable Cash been, at the time of such distribution, reduced by the amount of such indemnification obligations, as equitably determined by the General Partner, and

(ii) in any other circumstances, by the Partners (other than the Employer Limited Partners) in proportion to their Capital Commitments and/or Associated Commitments, as the case may be.

Any distributions returned pursuant to this Section 10.1(b) shall not be treated as Capital Contributions, but shall be treated as returns of distributions and reductions in Distributable Cash, in making subsequent distributions pursuant to Sections 6.3 and 13.2. Notwithstanding

anything in this Section 10 to the contrary, a Partner's liability under the first sentence of this Section 10.1(b) is limited to an amount equal to the sum of all distributions received by such Partner from the Partnership. Nothing in this Section 10.1(b), express or implied, is intended or shall be construed to give any Person other than the Partnership or the Partners any legal or equitable right, remedy or claim under or in respect of this Section 10.1(b) or any provision contained herein.

(c) NO DIRECT LIMITED PARTNER INDEMNITY. Limited Partners shall not be required directly to indemnify any Covered Person under this
Section 10.1.

10.2 EXPENSES, ETC. To the fullest extent permitted by applicable law, 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 by a court of competent jurisdiction 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. All judgments against the Partnership, and all judgments against the Partnership and either or both of the General Partner and/or the Manager in respect of which the General Partner and/or the Manager are/is entitled to indemnification, shall first be satisfied from Partnership assets (including, without limitation, Capital Contributions and any payments under Section 10.1(b)), before the General Partner or the Manager, as the case may be, is responsible therefor.

10.3 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 10, 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 shall 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 of such Proceeding, the Partnership shall not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. The Partnership shall 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.

10.4 NO WAIVER. Nothing contained in this Section 10 shall constitute a waiver by any Partner of any right that it may have against any party under United States federal or state securities, or non-U.S., laws.

10.5 RETURN OF DISTRIBUTIONS. At any time for a period of three years after the last day of the Term, each Person who was a Partner (other than an Employer Limited Partner) shall severally indemnify and hold harmless each Covered Person for such Partner's ratable share of Damages (based on the aggregate distributions received directly or indirectly by all Partners), on the same terms and, to the same extent and with the same limitations as if such indemnity were given by the Partnership pursuant to Section 10.1(a) but without regard to Section 10.1(b), Section 10.2, or Section 10.3. The aggregate amount of a Partner's obligations under this Section 10.5 shall not exceed the amount of distributions from the Partnership theretofore received by such Partner.

10.6 INDEMNIFICATION OF COVERED PERSONS. The General Partner is hereby instructed to cause the Partnership to indemnify, hold harmless and release each Covered Person, and authorized to cause the Partnership to indemnify, hold harmless and release any other Person, in each case pursuant to a separate indemnification agreement and on such terms as it may in its absolute discretion deem appropriate. It is the express intention of the parties hereto that (A) the provisions of this Section 10 for the indemnification of Covered Persons may be relied upon by such Covered Persons and may be enforced by such Covered Persons (or by the General Partner on behalf of any such Covered Person, PROVIDED that the General Partner shall not have any obligation to so act for or on behalf of any such Covered Person) against the Partnership and the Partners pursuant to this Agreement or to a separate indemnification agreement, as if such Covered Persons were parties hereto, and (B) notwithstanding the provisions of Section 16.7, the term "gross negligence" shall have the meaning given such term under the laws of the State of Delaware.

SECTION 11

TRANSFER OF LIMITED PARTNERSHIP INTERESTS;
WITHDRAWAL OF LIMITED PARTNERS

11.1 ADMISSION, SUBSTITUTION AND WITHDRAWAL OF LIMITED PARTNERS; ASSIGNMENT. (a) General. Except as set forth in Section 5 or in this Section 11, no Additional Limited Partners may be admitted to, and no Limited Partner may withdraw from, the Partnership prior to the dissolution and winding-up of the Partnership. Except as set forth in this Section 11 no Limited

Partner shall sell, transfer, assign, convey, pledge, mortgage, encumber, hypothecate or otherwise dispose of ("TRANSFER") all or any part of its interest in the Partnership, PROVIDED that any Limited Partner may, with the prior written consent of the General Partner (which consent may be withheld in the sole and absolute discretion of the General Partner) and upon compliance with Sections 11.1(b) and (c), Transfer all or a portion of such Limited Partner's interest in the Partnership.

(b) CONDITIONS TO TRANSFER. Any purported Transfer by a Limited Partner pursuant to the terms of this Section 11 shall, in addition to requiring the prior written consent referred to in Section 11.1(a), be subject to the satisfaction of the following conditions:

(i) the Limited Partner that proposes to effect such a Transfer (a "TRANSFEROR") or the Person to whom such Transfer is made (a "TRANSFEREE") shall pay all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith;

(ii) the Partnership shall receive from the Transferee (and in the case of clause (C) below, from the Transferor to the extent specified by the General Partner) (A) such documents, instruments and certificates as may be requested by the General Partner, pursuant to which such Transferee shall become bound by this Agreement, including, without limitation, a counterpart of this Agreement executed by or on behalf of such Transferee, (B) a certificate to the effect that the representations set forth in the Subscription Agreement of such Transferee are (except as otherwise disclosed to the General Partner) true and correct with respect to such Transferee as of the date of such Transfer and (C) such other documents, opinions, instruments and certificates as the General Partner shall request;

(iii) such Transferor or Transferee shall, prior to making any such Transfer, deliver to the Partnership the opinion of counsel described in
Section 11.1(c);

(iv) the General Partner may, in its sole discretion, require any Limited Partner wishing to make a Transfer under this Section 11 or such Transferee to pay to the Partnership such amount in immediately available funds as is sufficient to cover all expenses incurred by or on behalf of the Partnership in connection with such substitution or Transfer, and in connection therewith, to execute and deliver such documents, instruments, certificates and opinions of counsel as the General Partner shall request;

(v) the General Partner shall be given at least 30 days' prior written notice of such desired Transfer;

(vi) the Transferor and the Transferee shall each provide a certificate to the effect that (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers (including, without limitation, NASDAQ or a foreign equivalent thereto) and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of, (1) a Person, such as a broker or a dealer, making a market in interests in the Partnership or (2) a Person who makes available to the public bid or offer quotes with respect to interests in the Partnership;

(vii) such Transfer will not be effected on or through an "established securities market" or a "secondary market or the substantial equivalent thereof," as such terms are used in section 1.7704-1 of the Treasury Regulations; and

(viii) such Transfer would not result in the Partnership at any time during its taxable year having more than 100 partners 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).

The General Partner may waive any or all of the conditions set forth in this
Section 11.1(b) (other than clause (vii) hereof) if in its sole discretion, it deems it in the best interest, or not opposed to the interest, of the Partnership to do so.

(c) OPINION OF COUNSEL. The opinion of counsel referred to in
Section 11.1(b)(iii) shall be in form and substance satisfactory to the General Partner, shall be from counsel satisfactory to the General Partner and shall be substantially to the effect that (unless specified otherwise by the General Partner) the consummation of the Transfer contemplated by the opinion:

(i) will not require registration under, or violate any provisions of, the Securities Act or any applicable state or non-U.S. securities laws;

(ii) will not require the General Partner or the Partnership to register as an investment company under the Investment Company Act; and, as required by the General Partner, that the Transferee is a Person that counts as one beneficial owner for purposes of section 3(c)(1) of the Investment Company Act;

(iii) will not require the Manager, the General Partner or any Affiliate of the Manager or the General Partner that is not registered under the Investment Advisers Act or the Partnership to register as an investment adviser under the Investment Advisers Act;

(iv) will not cause the Partnership to be taxable as corporation under the Code; and

(v) will not violate the laws, rules or regulation of any state or the rules and regulations of any Governmental Authority applicable to such Transfer.

In giving such opinion, counsel may, with the consent of the General Partner, rely as to factual matters on certificates of the Transferor, the Transferee and the General Partner.

(d) DEATH, INCAPACITY ETC. Subject to Sections 11.1(a), 11.1(b) and 11.1(c), the estate of a Limited Partner who is a natural person shall have the right to Transfer, upon the death, incompetency, bankruptcy, withdrawal or incapacity of such Limited Partner, his or her interest in the Partnership.

(e) SUBSTITUTE LIMITED PARTNERS. Notwithstanding any other provision of this Agreement, any Transferee of a Transferor's interest in the Partnership pursuant to the terms of this Section 11 may be admitted to the Partnership as a substitute limited partner of the Partnership (a "SUBSTITUTE LIMITED PARTNER") only with the consent of the General Partner, which consent may be withheld in the sole and absolute discretion of the General Partner. Upon the admission of such Transferee as a Substitute Limited Partner, all references herein to such Transferor shall be deemed to apply to such Substitute Limited Partner, and such Substitute Limited Partner shall succeed to all rights and obligations of the Transferor hereunder. A Person shall be deemed admitted to the Partnership as a Substitute Limited Partner at the time that the foregoing conditions are satisfied and such Person is listed as a limited partner of the Partnership in the Partnership Register. Any Transferee of an economic interest in the Partnership shall become a Substitute Limited Partner only upon satisfaction of the requirements set forth in this Section 11.1.

(f) TRANSFER IN VIOLATION OF AGREEMENT NOT RECOGNIZED. No attempted Transfer or substitution shall be recognized by the Partnership and any purported Transfer or substitution shall be void unless effected in accordance with and as permitted by this Agreement.

11.2 ADDITIONAL LIMITED PARTNERS. (a) CONDITIONS TO ADMISSION. In addition to the admission of Limited Partners at the Initial Closing, the General Partner, in its sole discretion, may schedule, from time to time, one or more additional Closings for one or more Person or Persons seeking admission to the Partnership as an additional limited partner of the Partnership (each such Person, an "ADDITIONAL LIMITED PARTNER", which term shall include any Person that is a Partner immediately prior to such additional Closing and that wishes to increase the amount of such Person's Capital Commitment or, in the case of a Profits Limited Partner, its Associated Commitment), subject to the determination by the General Partner in the exercise of its good faith judgment that in the case of each such admission or increase the following conditions have been satisfied:

(i) Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary, convenient or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement pursuant to which such Additional Limited Partner agrees to be bound by the terms and provisions hereof or (if such Additional Limited Partner is a Cash Limited Partner or an Employer Limited Partner) to increase the amount of such Limited Partner's Capital Commitment, as the case may be and (B) a Power of Attorney.

(ii) Such admission or such increase shall not result in a violation of any applicable law, including, without limitation, United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Partnership shall not be required to register as an Investment Company under the Investment Company Act; none of the General Partner, the Manager or any Affiliate of the General Partner or Manager would be required to register as an investment adviser under the Investment Advisers Act; and the Partnership shall not become taxable as a corporation or association.

(iii) On the date of its admission to the Partnership or the date of such increase, as the case may be, such Additional Limited Partner shall have paid or unconditionally agreed to pay to the Partnership, an amount equal to the sum of:

(A) in the case of each Portfolio Investment then held by the Partnership, the percentage of such Additional Limited Partner's Capital Commitment or (if the Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Partners used to fund the cost of such Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of the previously admitted Partners that made Capital Contributions used to fund the cost of such Portfolio Investment and (Y) (without duplication) the Capital Commitments of all Additional Limited Partners, and

(B) the percentage of such Additional Limited Partner's Capital Commitment or (if such Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners in respect of all Drawdowns which have theretofore been funded and not returned to the Partners, other than Drawdowns made and used to fund the cost of a Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the

Capital Commitments of all previously admitted Partners and (Y) (without duplication) the Capital Commitments of all Additional Limited Partners,

together with, in the case of clauses (A) and (B), an amount calculated as interest thereon at a rate per annum equal to the Prime Rate plus 200 basis points from the dates that contribution of such amounts by such Additional Limited Partner would have been due if such Additional Limited Partner had been admitted to the Partnership or had increased its Capital Commitment, as the case may be, on the date of the Initial Closing, to the date that the payment required to be made by such Additional Limited Partner pursuant to this Section 11.2(a)(iii) is made, which interest shall be treated as provided in Section 11.2(b), and less such amount as is necessary to take into account all distributions theretofore made.

A Person shall be deemed admitted to the Partnership as an Additional Limited Partner at the time that the foregoing conditions are satisfied and when such Person is listed as a limited partner of the Partnership, and the Capital Commitment made with respect to such Person is listed, in the Partnership Register. Notwithstanding the foregoing, a Person admitted to the Partnership as an Additional Limited Partner after March 31, 2001 shall not be permitted to participate in Portfolio Investments made prior to January 1st of the year following the year in which such Person was admitted to the Partnership.

(b) CERTAIN PAYMENTS AND TRANSFERS. Any amount paid by an Additional Limited Partner pursuant to Section 11.2(a)(iii)(A) with respect to the acquisition of Portfolio Investment (and any interest paid thereon) shall be remitted promptly to the previously admitted Partners, PRO RATA in accordance with their Capital Contributions used to fund the acquisition of such Portfolio Investment (before giving effect to the adjustments referred to in the following clause), and the Partners' Sharing Percentages for such Portfolio Investment shall be appropriately adjusted. Any amount paid by an Additional Limited Partner pursuant to Section 11.2(a)(iii)(B) (and any interest paid thereon) shall be remitted promptly to the previously admitted Partners, PRO RATA in accordance with their Capital Commitments. Such payments and remittances shall, in accordance with section 707(a) of the Code, be treated for all purposes of this Agreement and for all accounting and tax reporting purposes as payments made directly from the Additional Limited Partner to the previously admitted Partners and not as items of Partnership income, gain, loss, deduction, contribution or distribution. Such Additional Limited Partner shall succeed to the Capital Contributions of the previously admitted Partners attributable to the portion of the amount remitted to such previously admitted Partners pursuant to Section 11.2(a)(iii) (not including any amount calculated as interest thereon), as appropriate, and the Capital Contributions of the previously admitted Partners shall be decreased accordingly. In addition, the Remaining Capital Commitments of the previously admitted Limited Partners shall be increased by such amount remitted (not including any amount calculated as interest thereon), and the amount of such increase in Remaining Capital Commitments may be called again by the Partnership. The Remaining Capital Commitment of

the Additional Limited Partner shall be appropriately determined by the General Partner. The Partnership Register shall be amended by the General Partner as appropriate to show the name and business address of each Additional Limited Partner and the amount of its Capital Commitment. Neither the admission of an Additional Limited Partner nor an increase in the amount of an Additional Limited Partner's Capital Commitment shall be a cause for dissolution of the Partnership.

(c) NO CONSENT. The transactions contemplated by this Section 11.2 shall not require the consent of any of the Limited Partners.

(d) MULTI-FUND AND MULTI-VEHICLE ADJUSTMENTS. The payments to be made by, and distributions to be made to, certain Partners pursuant to Section
11.2 (a) and (b), and the adjustments to be made pursuant to Section 11.2(c) of the Institutional Fund Agreement, shall be adjusted by the General Partner if it determines in its discretion that such adjustment is necessary or appropriate to take into account (I) that investments held by the Partnership may, as of any Closing Date, be held by one or more of the Co-Investment Funds, and (II) closings of a Co-Investment Fund. Notwithstanding any other provision of this Agreement, investments held by the Partnership, and/or the other Co-Investment Funds, may be transferred among such entities (for a price equal to cost plus interest thereon at a rate per annum of the Prime Rate plus 200 basis points) to effectuate the purposes of this Section 11.2 and Section 11.2 of the Institutional Fund Agreement. After the payments, distributions and adjustments described in this Section 11.2(d) and in Section 11.2(c) of the Institutional Fund Agreement are taken into account, each investment in a Portfolio Company shall be held by the Partnership and any Co-Investment Fund in proportion to their respective capital commitments, including, without limitation, all capital committed to the Partnership or any such Co-Investment Fund, as the case may be, after the date on which such investment was made but prior to March 31, 2001.

SECTION 12

DEATH, INCOMPETENCY OR BANKRUPTCY
OR DISSOLUTION OF PARTNERS

12.1 BANKRUPTCY, DISSOLUTION OF THE GENERAL PARTNER. In the event of the bankruptcy or dissolution and commencement of winding up of the General Partner or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Act, the Partnership shall be dissolved and its affairs shall be wound up as provided in Section 13, unless the business of the Partnership is continued pursuant to Section 13.1(a). The General Partner shall take no action voluntarily to declare bankruptcy or accomplish its dissolution prior to the dissolution of the Partnership. Notwithstanding any other provision of this Agreement, the bankruptcy of the General Partner

will not cause the General Partner to cease to be a general partner of the Partnership, and upon the occurrence of such an event, the business of the Partnership shall continue without dissolution.

12.2 DEATH, INCOMPETENCY, BANKRUPTCY, DISSOLUTION OR WITHDRAWAL OF A LIMITED PARTNER. The death, incompetency, insanity, or other legal incapacity, bankruptcy, dissolution, retirement, resignation, or withdrawal of a Limited Partner or the occurrence of any other event that causes a Limited Partner to cease to be a Partner of the Partnership shall not in and of itself dissolve or terminate the Partnership; and the Partnership, notwithstanding such event, shall continue without dissolution upon the terms and conditions provided in this Agreement, and each Limited Partner, by executing this Agreement, agrees to such continuation of the Partnership without dissolution.

SECTION 13

DURATION AND TERMINATION OF PARTNERSHIP

13.1 DURATION. (a) DISSOLUTION EVENTS. 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:

(i) the day after the date that is one year after the dissolution of the Institutional Fund; or

(ii) the last Business Day of the Fiscal Year in which all assets acquired, or agreed to be acquired, by the Partnership have been sold or otherwise disposed of; or

(iii) the withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner, or the assignment by the General Partner of its entire interest in the Partnership in contravention of this Agreement, or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Act, UNLESS, (A) within 90 calendar days after the occurrence of such event, a substitute general partner is appointed by a Majority in Interest effective as of the date of withdrawal, (B) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership that is hereby authorized to and does (unanimously in the case of more than one general partner) elect to continue the business of the Partnership without dissolution or (C) the business of the Partnership is otherwise continued without dissolution pursuant to the provisions of the Act; PROVIDED, that for the purposes of this Section 13.1, the General Partner shall not be deemed to have been dissolved or to have commenced a winding up as a result of the fact that any general

partner of the General Partner ceases to be a general partner of the General Partner if and as long as the General Partner shall have at least one remaining general partner who shall have the right and shall elect to carry on the business of the General Partner; and PROVIDED, FURTHER, that the conversion of the General Partner to a limited partnership, limited liability company or other entity, or the Transfer of the General Partner's interest as the general partner of the Partnership to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity as provided for in Section 2.7 shall not, for the purposes of this Section 13.1, be deemed a dissolution or winding up or commencement of winding up of the General Partner; or

(iv) a decision, made by the General Partner in its sole discretion, to dissolve the Partnership because it has determined, due to a change in the text, application or interpretation of any applicable statute, regulation, case law, administrative ruling or other similar authority (including, without limitation, changes that result in the Partnership being taxable as a corporation under United States federal income tax law), that the Partnership cannot carry out its investment program as contemplated by this Agreement; or

(v) the entry of a decree of judicial dissolution.

(b) CONTINUATION OF THE PARTNERSHIP AFTER DISSOLUTION. As contemplated by Sections 1.4 and 10.1, the Partnership shall continue after the expiration of the Term for purposes of Section 10.1(b). After dissolution of the Partnership, the Partnership shall engage in no activities other than those contemplated by Sections 10.1 and 13, and those reasonably necessary, convenient or incidental thereto.

13.2 DISTRIBUTION UPON DISSOLUTION. Upon the dissolution of the Partnership, the General Partner (or, if dissolution of the Partnership should occur by reason of Section 13.1(a)(iii), a liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, or other representative duly designated by a Majority in Interest) shall proceed, subject to the provisions of this Section 13, to liquidate the Partnership and apply the proceeds of such liquidation, or in its sole discretion to distribute Partnership assets, in the following order of priority:

FIRST, to creditors in satisfaction of debts and liabilities of the Partnership, whether by payment or the making of reasonable provision for payment (other than any loans or advances that may have been made by any of the Partners to the Partnership), and the expenses of liquidation whether by payment or the making of reasonable provision for payment, any such reasonable reserves (which may be funded by a liquidating trust) to be established by the General Partner (or any liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, or other representative duly designated by a Majority in Interest) in amounts deemed by it to

be reasonably necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether fixed or contingent, conditional or unmatured);

SECOND, to the Partners in satisfaction of any loans or advances that may have been made by any of the Partners to the Partnership, whether by payment or the making of reasonable provision for payment; and

THIRD, to the Partners in accordance with Section 6.3.

13.3 DISTRIBUTIONS IN CASH OR IN KIND. Upon the dissolution of the Partnership, the General Partner (or liquidating trustee selected by the General Partner or, if the General Partner has dissolved or withdraws from the Partnership, a representative duly designated by a Majority in Interest) its successor or other representative shall use its 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 13.2, PROVIDED THAT if in the good faith business judgment of the General Partner (or such liquidating trustee or other representative), a Partnership asset should not be liquidated, the General Partner (or such 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 Partner's 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 13.2, subject to the priorities set forth in Section 13.2, PROVIDED FURTHER that the General Partner (or such 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 paragraphs First and Second of Section 13.2. The General Partner may cause certificates evidencing any Securities to be distributed to be imprinted with legends as to such restrictions on transfers that it may deem necessary or appropriate, including, without limitation, legends as to applicable 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 (A) that such Securities will not be transferred except in compliance with such restrictions and (B) to such other matters as the General Partner may deem necessary, appropriate convenient or incidental to the foregoing.

13.4 TIME FOR LIQUIDATION, ETC. (a) At the end of the term of the Partnership as provided for in the provisos to Section 1.4, the Partnership shall be liquidated and any remaining assets shall be distributed in accordance with Section 13.2. 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 to creditors so as to enable the General Partner to seek to minimize potential losses upon such liquidation. Subject to Section 13.1, 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 Partnership with the Secretary of State, as provided in 13.4(b).

(b) FILING OF CERTIFICATE OF CANCELLATION. Upon completion of the foregoing, the General Partner (or any liquidating trustee selected by the General Partner, or if the General Partner has dissolved or withdraws from the Partnership, a representative duly designated by a Majority in Interest) shall execute, acknowledge and cause to be filed a certificate of cancellation of the Partnership with the Secretary of State, PROVIDED that the winding up of the Partnership will not be deemed complete and such certificate of cancellation will not be filed by the 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 applicable law.

13.5 GENERAL PARTNER AND MANAGER NOT PERSONALLY LIABLE FOR RETURN OF CAPITAL Contributions. None of the General Partner or the Manager, or any of its or their respective Affiliates, shall be personally liable for the return of all or any portion of the Capital Accounts or the Capital Contributions of any Partner, and such return shall be made solely from available Partnership assets, if any, and each Limited Partner hereby waives any and all claims it may have against the General Partner or the Manager, or any of its or their respective Affiliates thereof in this regard.

13.6 REORGANIZATION OF THE PARTNERSHIP. To the extent permitted by law, in order to effect a reorganization of the Partnership,

(a) the General Partner may cause the conversion of the Partnership to a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction or

(b) the General Partner may cause the exchange of the interests of the Partners in the Partnership for interests in, or cause the Partnership to be merged with and into, a limited partnership, limited liability company or other entity formed under the laws of the State of Delaware or any other jurisdiction,

but only if in any such case the Partners (including, without limitation, their successors) shall become, and no other Persons (other than Persons necessary for the qualification of such limited partnership, limited liability company or other entity under such laws) shall be, the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, PROVIDED that no such conversion, exchange or merger shall be permitted unless:

(i) the General Partner shall first have delivered to the Partnership:

(A) a written opinion from counsel of recognized standing experienced in United States federal income tax matters, to the effect that such limited partnership,

limited liability company or other entity will be classified as a partnership, and will not be treated as a corporation, for United States federal income tax purposes, and

(B) a written opinion (the conclusions of which may be based in part on the opinion specified in the immediately preceding clause (A)) of each of

(1) experienced counsel admitted to practice in each jurisdiction in which such limited partnership, limited liability company or other entity is formed or has an office and

(2) experienced counsel admitted to practice in each jurisdiction (X) in which such limited partnership, limited liability company or other entity shall have an office, be doing business or otherwise be subject to the income tax laws of such jurisdiction immediately after such conversion, exchange or merger and (Y) under the income tax laws of which the Partnership was not taxed directly on its income before such conversion, exchange or merger,

to the effect that such conversion, exchange or merger would not cause such limited partnership, limited liability company or other entity to be taxed directly on its income under the income tax laws of such jurisdiction,

(ii) the General Partner shall have first delivered to the Partnership a written opinion of experienced counsel admitted to practice in the jurisdiction under the laws of which such limited partnership, limited liability company or other entity is formed, to the effect that such conversion, exchange or merger would not adversely affect the limited liability of the Limited Partners,

(iii) such conversion, exchange or merger would not result in the violation of any applicable securities laws,

(iv) such conversion, exchange or merger would not result in such limited partnership, limited liability company or other entity being required to register as an Investment Company under the Investment Company Act or any law of similar import of the jurisdiction under the laws of which such limited partnership, limited liability company or other entity is formed, and would not result in the General Partner or any Affiliate of the General Partner being required to register as an investment adviser under the Investment Advisers Act or any law of similar import of such jurisdiction, and

(v) the General Partner shall have made a good faith determination that such conversion, exchange or merger would not adversely affect the rights or increase the liabilities of the Limited Partners.

Upon any such conversion, exchange or merger, such limited partnership, limited liability company or other entity shall be treated as the successor to the Partnership for all purposes of this Agreement and of the corresponding agreement pursuant to which the rights and obligations of the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, are determined. All Subscription Agreements applicable to the Partnership that are in effect at the time of any such conversion, exchange or merger shall thereafter continue in full force and effect, and shall apply to the limited partnership, limited liability company or other entity that becomes the successor to the Partnership pursuant to such conversion, exchange or merger. In conjunction with any such conversion, exchange or merger, the General Partner may execute, on behalf of the Partnership and each of the Limited Partners, all documents that in its reasonable judgment are necessary or appropriate to consummate such conversion, exchange or merger, including, but not limited to, the agreement pursuant to which the rights and obligations of the partners of such limited partnership, the members of such limited liability company or the equity holders of such other entity, as the case may be, are determined (in the case of such a conversion to, exchange for interests in or merger into a limited partnership, including the limited partnership agreement thereof), all without any further consent or approval of any other Partner, PROVIDED, that no such agreement may directly or indirectly effect a modification or amendment of the rights and obligations of the Partners which, if such modification or amendment were made to this Agreement, would require the consent of the Partners, any group thereof, or any individual Partner as provided in Section 15.1, unless the consent to such modification or amendment required under Section 15.1 is obtained. A reorganization of the Partnership pursuant to this Section 13.6 shall not be deemed to be or result in a dissolution, winding up or commencement of winding up of the Partnership.

SECTION 14

DEFINITIONS

As used herein the following terms have the respective meanings set forth below (each such meaning to be equally applicable to the singular and plural forms of the respective terms so defined):

"ACT" shall mean the Delaware Revised Uniform Limited Partnership Act, 6 DEL C.ss.17-701 ET SEQ., as amended, and any successor to such statute.

"ADDITIONAL LIMITED PARTNER" shall have the meaning set forth in
Section 11.2(a).

"ADJUSTMENT DATE" shall mean the last Business Day of any Fiscal Year or any other date determined by the General Partner, in its sole discretion, as appropriate for an interim closing of the Partnership's books.

"ADVANCE" shall mean, with respect to a Profits Limited Partner, the amount by which the Associated Contributions exceed the amount of the deferrals made under the MMC Capital Plan by the Person who is such Profits Limited Partner and credited to such Person's AFR Account (as defined in the MMC Capital Plan) under the MMC Capital Plan.

"AFFILIATE" shall mean, 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 none of the Portfolio Companies or portfolio companies of The Trident Partnership, L.P., Trident II, L.P., Marsh & McLennan Capital Technology Venture Fund, L.P. or MMC Capital Technology Fund II, L.P. (formerly known as Marsh & McLennan Capital Technology Venture Fund II, L.P.) shall be an "Affiliate" of a Senior Principal, the Manager, the General Partner or the Partnership.

"AFR RATE" shall mean the fixed rate of return as of the date of the first Drawdown, equal to the applicable federal long-term rate under section 1274(d) of the Code, compounded annually, as determined in the good faith judgment of the General Partner, PROVIDED, that the General Partner may increase such fixed rate of return if, as of the date of any subsequent Drawdown, such fixed rate of return is less than the applicable federal rate under Section 1274(d) of the Code, compounded annually.

"AFR RETURN" shall have the meaning set forth in Section 6.3, paragraph FIRST.

"AGREEMENT" shall have the meaning set forth in the initial paragraph of this Agreement.

"ASSOCIATED COMMITMENT" shall mean, with respect to a Profits Limited Partner, the Capital Commitment of the Employer Limited Partner associated with such Profits Limited Partner.

"ASSOCIATED CONTRIBUTION" shall mean, with respect to a Profits Limited Partner, the Capital Contribution of the Employer Limited Partner associated with such Profits Limited Partner.

"AVAILABLE ASSETS" shall mean as of any date, the excess of the cash, cash equivalent items and Temporary Investments held by the Partnership over the sum of the amount of such items determined by the General Partner to be reasonably necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether fixed, contingent, conditional or unmatured), including, but not limited to, the Partnership's indemnification obligations and for the establishment of appropriate reserves for such expenses, liabilities and obligations as may arise, including, without limitation, the maintenance of adequate working capital for the continued conduct of the Partnership's business.

"BUSINESS DAY" shall mean any day on which banks in New York City are not required or authorized by law to remain closed.

"CAPITAL ACCOUNT" shall have the meaning set forth in Section 6.1.

"CAPITAL COMMITMENT" shall mean the commitment of each Cash Limited Partner and each Employer Limited Partner to contribute capital to the Partnership pursuant to Section 5.1 as set forth in the Partnership Register. The Associated Commitments of the Profits Limited Partners shall be associated on the records of the Partnership with the Capital Commitment of the relevant Employer Limited Partner.

"CAPITAL CONTRIBUTION" shall mean with respect to a Partner other than a Profits Limited Partner, the amount of capital contributed pursuant to a single Drawdown or the aggregate amount of such contributions, as the context requires, by such Partner to the Partnership pursuant to Section 5.1 and the other provisions of this Agreement.

"CASH LIMITED PARTNERS" shall have the meaning set forth in Section 3.1(c).

"CERTIFICATE" shall have the meaning set forth in Section 1.4.

"CLAIMS" shall have the meaning set forth in Section 10.1(a).

"CLOSING" shall have the meaning set forth in the Subscription Agreements.

"CLOSING DATE" shall mean any date on which a Closing occurs.

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

"CO-INVESTMENT FUNDS" shall have the meaning set forth in Section 1.3.

"COVERED PERSONS" shall mean (I) the General Partner, the Manager and the Senior Principals; (II) each of the respective Affiliates of each Person identified in clause (i) of this definition; and (III) each Person who is or at any time becomes a shareholder, officer, director, employee, partner, member, manager, consultant or agent of any of the Persons identified in clause (i) or clause (ii) of this definition.

"DAMAGES" shall have the meaning set forth in Section 10.1(a).

"DEFAULTED COMMITMENT" shall have the meaning set forth in Section 5.3(a).

"DEFAULTING CASH LIMITED PARTNER" shall have the meaning set forth in Section 5.3(a).

"DEFAULTING PROFITS LIMITED PARTNER" shall have the meaning set forth in Section 5.3(b).

"DISABLING CONDUCT" shall mean, with respect to any Person, fraud, willful misfeasance, gross negligence or reckless disregard, in each case, of such Person's duties to the Partnership.

"DISTRIBUTABLE CASH" shall mean, for each Period and each Partner, the excess of (I) the sum of cash receipts of all kinds, over (II) cash disbursements or reserves for expenses, liabilities or obligations of the Partnership or amounts retained by the Partnership to be reinvested pursuant to
Section 4.1(b).

"DRAWDOWN NOTICE" shall have the meaning set forth in Section 5.1(b)(i).

"DRAWDOWNS" shall mean the Capital Contributions made to the Partnership pursuant to Section 5.1 from time to time by the Partners pursuant to Drawdown Notices.

"EMPLOYER LIMITED PARTNERS" shall have the meaning set forth in
Section 3.1(a).

"EXCUSED LIMITED PARTNER" shall mean, with respect to any Portfolio Investment, any Limited Partner that, pursuant to Section 5.2, is excused from making a Capital Contribution or Associated Contribution, as the case may be, in respect thereof.

"EXERCISING PARTNER" shall have the meaning set forth in Section 5.3(a).

"FISCAL YEAR" shall mean the fiscal year of the Partnership, as determined pursuant to Section 1.5.

"FORFEITED DISTRIBUTIONS" shall have the meaning set forth in
Section 5.3(a).

"GENERAL PARTNER" shall mean Marsh & McLennan C&I GP, Inc., a Delaware corporation, and any additional or successor general partner of the Partnership in its capacity as a general partner of the Partnership, as such entity may be affected by the provisions of Section 2.7.

"GOVERNMENTAL AUTHORITY" shall mean any United States federal, state or local, or any non-U.S.: court, arbitrator or governmental agency, authority, commission, instrumentality or administrative or regulatory body.

"INITIAL CLOSING" shall mean the first Closing under which Limited Partners have acquired interests in the Partnership pursuant to the Subscription Agreements.

"INSTITUTIONAL FUND AGREEMENT" shall mean the Limited Partnership Agreement, as amended from time to time, of the Institutional Fund.

"INSTITUTIONAL FUND" shall have the meaning set forth in Section 1.3.

"INVESTMENT ADVISERS ACT" shall mean the United States Investment Advisers Act of 1940, as amended from time to time, and any successor statute thereto.

"INVESTMENT COMPANY ACT" shall mean the United States Investment Company Act of 1940, as amended from time to time, and any successor statute thereto.

"INVESTMENT COMPANY" shall mean any Person that comes within the definition of "investment company" contained in the Investment Company Act.

"INVESTMENT GUIDELINES" shall have the meaning set forth in Section 1.3.

"LIMITED PARTNERS" shall have the meaning set forth in Section 1.1(a), shall mean the Cash Limited Partners, any Employer Limited Partners and the Profits Limited Partners and all other Partners admitted (excluding, without limitation, all Persons that cease to be Partners in accordance with the terms hereof), from time to time, as limited partners of the Partnership in accordance with the provisions of this Agreement and as set forth in the Partnership Register, and shall include without limitation such Partner's successors and permitted assigns.

"MAJORITY IN INTEREST" shall mean Partners who, at the time in question, have Capital Account balances having values equal to more than 50% of the aggregate Capital Account balances of all the Cash Limited Partners who are not Defaulting Cash Limited Partners and all Profits Limited Partners who are not Defaulting Profits Limited Partners.

"MANAGER" shall mean MMC Capital, Inc., a Delaware corporation, or any successor thereto.

"MATERIAL ADVERSE EFFECT" shall mean, as applicable, (A) a violation of a statute, rule or governmental administrative policy applicable to a Partner regulation of a Governmental Authority which could a material adverse effect on a Portfolio Company or any Affiliate thereof or on the Partnership, the General Partner, the Manager or any of their respective Affiliates or on any Partner or any Affiliate of any such Partner, or (B) an occurrence which could subject a Portfolio Company or Affiliate thereof or the Partnership, the General Partner, the Manager or any of their respective Affiliates or any Partner or any Affiliate of any such Partner to any material tax or material regulatory requirement to which it would not otherwise be subject, or which could materially increase any such material tax or material regulatory requirement beyond what it would otherwise have been.

"MMC" shall mean Marsh & McLennan Companies, Inc., a Delaware corporation, and any successors thereto, and, as the context requires, its subsidiaries and other Affiliates, including, without limitation, Marsh Inc. (formerly known as J&H Marsh & McLennan, Inc.), Guy Carpenter & Company, Inc., Seabury & Smith, Inc., Putnam Investments, Inc. and Mercer Consulting Group.

"MMC CAPITAL CAUSE DETERMINATION" shall mean, with respect to any Limited Partner, a determination (made in a reasonable manner) by the General Partner (in the case of a Cash Limited Partner) or the relevant Employer Limited Partner (in the case of a Profits Limited Partner) that such Limited Partner has committed one or more acts involving gross negligence or willful misconduct.

"MMC CAPITAL PLAN" shall mean the Amended and Restated Marsh & McLennan Capital, Inc. Deferred Compensation and Profits Limited Partnership Plan effective as of December 1, 1998, as may be amended from time to time.

"NASDAQ" shall mean The Nasdaq Stock Market, Inc.

"ORGANIZATIONAL EXPENSES" shall mean all costs and expenses that, in the sole judgment of the General Partner, are incurred in, or are incidental to, the formation and organization of, and sale of interests in, the Partnership, including, without limitation, out-of-pocket legal, accounting, printing, consultation, travel, administrative and filing fees and expenses, but only those expenses that the General Partner has determined, in its sole discretion, are properly borne by the Partnership.

"PARTNERS" shall have the meaning set forth in Section 1.1(a).

"PARTNERSHIP" shall have the meaning set forth in the initial paragraph of this Agreement.

"PARTNERSHIP EXPENSES" shall mean the Partnership's pro rata share, based on the capital commitments of each of the Co-Investment Funds, of the expenses incurred in the operation of the Co-Investment Funds.

"PARTNERSHIP REGISTER" shall have the meaning set forth in Section 1.1(b).

"PERIOD" shall mean, for the first period, the period commencing on the date of this Agreement and ending on the next Adjustment Date. All succeeding Periods shall commence on the calendar day after an Adjustment Date and end on the next Adjustment Date.

"PERSON" shall mean any individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

"PORTFOLIO COMPANY" shall mean an entity in which a Portfolio Investment is made by the Partnership directly or through one or more intermediate entities of the Partnership.

"PORTFOLIO INVESTMENT" shall mean any debt or equity (or debt with equity) investment (including, without limitation, Temporary Investments and bridge financing) made by the Partnership which, in the sole judgment of the General Partner at the time such investment is made, is consistent with the Investment Guidelines of the Partnership and is an appropriate investment for the Partnership.

"POWER OF ATTORNEY" shall mean, with respect to any Limited Partner, the Power of Attorney executed by such Partner substantially in the form attached to the Subscription Agreements.

"PRIME RATE" shall mean the rate of interest publicly announced by The Chase Manhattan Bank from time to time in New York City as its prime rate.

"PROCEEDING" shall have the meaning set forth in Section 10.1(a).

"PROFITS LIMITED PARTNERS" shall have the meaning set forth in
Section 3.1(b).

"REMAINING ASSOCIATED COMMITMENT" shall mean, in respect of any Profits Limited Partner, the amount of the Employer Limited Partner's Capital Commitment associated with such Profits Limited Partner, determined at any date, which has not been contributed as an Associated Contribution, as adjusted as contemplated hereby.

"REMAINING CAPITAL COMMITMENT" shall mean, in respect of any Partner, the amount of such Partner's Capital Commitment, determined at any date, which has not been contributed as a Capital Contribution, as adjusted as contemplated hereby.

"RETIREMENT" shall have the meaning ascribed to such term in the Marsh & McLennan Companies Benefit Program.

"SECRETARY OF STATE" shall have the meaning set forth in Section 1.4.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended from time to time, and any successor statute thereto, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.

"SECURITIES" shall mean shares of capital stock, partnership interests, limited liability company interests, warrants, options, bonds, notes, debentures and other securities and equity interests of whatever kind of any Person, whether readily marketable or not.

"SENIOR PRINCIPALS" shall mean Robert Clements, Charles A. Davis and Stephen Friedman; PROVIDED, that the provisions of this Agreement expressly governing the Senior Principals shall not apply to any aforementioned individual in such individual's capacity as a Senior Principal after such individual has ceased to provide services as described in Section 2.4(e) of the limited partnership agreement of the Institutional Fund.

"SHARING PERCENTAGE" shall mean with respect to any Partner (other than the Employer Limited Partners) and any Portfolio Investment, a fraction, expressed as a percentage, the numerator of which is the aggregate amount of the Capital Contributions of such Partner (or, in the case of a Profits Limited Partner, the Capital Contributions of the Employer Limited Partner associated with such Profits Limited Partner) used to fund the cost of such Portfolio Investment and the denominator of which is the aggregate amount of the Capital Contributions of all of the Partners used to fund the cost of such Portfolio Investment. The Sharing Percentage of each Employer Limited Partner for each Portfolio Investment shall be 0%.

"SUBSCRIPTION AGREEMENTS" shall mean the several Subscription Agreements entered into by the respective Limited Partners in connection with their purchase of limited partner interests in the Partnership.

"SUBSTITUTE LIMITED PARTNER" shall have the meaning set forth in
Section 11.1(e).

"TEMPORARY INVESTMENT" shall mean investments in (A) cash equivalents, (B) marketable direct obligations issued or unconditionally guaranteed by the United States of

America, or issued by any agency thereof, maturing within one year from the date of acquisition thereof, (C) money market instruments, commercial paper or other short-term debt obligations having at the date of purchase by the Partnership the highest or second highest rating obtainable from either Standard & Poor's Ratings Services or Moody's Investors Service, Inc. or their successors, (D) money market mutual funds managed by Putnam Investments, Inc. or a subsidiary thereof, (E) interest bearing accounts and/or certificates of deposit maturing within one year from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia, each having at the date of acquisition by the Partnership undivided capital and surplus in excess of $100 million, combined capital and surplus of not less than $100,000,000, (F) overnight repurchase agreements with primary Fed dealers collateralized by direct U.S. Government obligations or (g) pooled investment vehicles or accounts which invest only in Securities or instruments of the type described in (a) through (d). If there exists any uncertainty as to whether any investment by the Partnership constitutes a Temporary Investment or a Portfolio Investment, such investment shall be deemed a Temporary Investment unless the General Partner determines in the exercise of its good faith judgment that such investment is a Portfolio Investment.

"TERM" shall have the meaning set forth in Section 1.4.

"TIER 1 CASH LIMITED PARTNER" shall mean a Limited Partner who is a present or former Senior Principal, or estate planning vehicle thereof or any successor or Transferee (other than an Employer Limited Partner or the General Partner) with respect to the Cash Limited Partner Interest of such present or former Senior Principal.

"TIER 1 LIMITED PARTNER" shall mean a Limited Partner that is a Tier 1 Cash Limited Partner or a Tier 1 Profits Limited Partner.

"TIER 1 PROFITS LIMITED PARTNER" shall mean a Limited Partner who is a present or former Senior Principal, or any successor or Transferee (other than an Employer Limited Partner or the General Partner) with respect to the Profits Limited Partner interest of such present or former Senior Principal.

"TOTAL DISABILITY" shall have the meaning ascribed to such term in the Marsh & McLennan Companies Benefit Program.

"TRANSFER" shall have the meaning set forth in Section 11.1(a).

"TRANSFEREE" shall have the meaning set forth in Section 11.1(b).

"TRANSFEROR" shall have the meaning set forth in Section 11.1(b).

"TREASURY REGULATIONS" shall mean the Regulations of the Treasury Department of the United States issued pursuant to the Code.

"VALUE" shall have the meaning set forth in Section 8.4.

SECTION 15

AMENDMENTS; POWER OF ATTORNEY

15.1 AMENDMENTS. Any modifications or amendments duly adopted in accordance with the terms of this Agreement may be executed in accordance with
Section 15.2. The terms and provisions of this Agreement may be modified or amended at any time and from time to time with the written consent of (a) the General Partner and (B) a Majority in Interest; PROVIDED, however, that without the consent of the Limited Partners, the General Partner:

(i) may amend the Partnership Register from time to time as provided in
Section 1.1(b);

(ii) may enter into agreements with Persons who are Transferees of the interests in the Partnership of Limited Partners, pursuant to the terms of this Agreement, providing that such Transferees will be bound by this Agreement and will become Substitute Limited Partners in the Partnership;

(iii) may amend this Agreement as may be required to implement (A) Transfers of interests of Limited Partners as contemplated by Section 11.1, (B) the admission of any Substitute Limited Partner or any Additional Limited Partner, and any related changes in Capital Commitments, as contemplated by Section 11.1 or 11.2, (C) any changes in the Partnership Register due to a Cash Limited Partner Default or Profits Limited Partner Default, (D) the conversion, Transfer or merger of all or any part of its interest as general partner of the Partnership as contemplated by Section 2.7, or (E) a reorganization of the Partnership as contemplated by Section 13.6;

(iv) may amend this Agreement (A) to satisfy any requirements, conditions, rulings, 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 U.S. federal or state or non-U.S. agency, or in any U.S. federal or state or non-U.S. statute, compliance with which the General Partner deems to be in the best interests of the Partnership, and (B) to change the name of the Partnership, so long as any such amendment under this clause (iv) does not materially and adversely affect the interests of the Limited Partners under this Agreement;

(v) may amend this Agreement in accordance with Section 5.7 and/or 15.2; and

(iv) may amend this Agreement to cure any ambiguity or correct or supplement any provision hereof that may be incomplete or inconsistent with any other provision hereof so long as such amendment under this clause (vi) does not materially and adversely affect the interests of the Limited Partners;

and PROVIDED FURTHER, that, notwithstanding the foregoing, no amendment of this Agreement shall

(1) materially increase any financial obligation or liability of a Limited Partner or reduce the economic rights of a Limited Partner beyond that set forth herein or permitted hereby without such Limited Partner's consent,

(2) materially and adversely affect the rights of a Limited Partner in a manner which discriminates against such Limited Partner vis-a-vis other Limited Partners without the consent of such Limited Partner,

(3) change the provisions of Section 3.2, Section 13.1, Section 13.2,
Section 13.3, Section 13.4, or this Section 15.1 without the consent of a Majority in Interest,

(4) change the definition of "Majority in Interest" in Section 14.1 without the consent of a Majority in Interest, or

(5) modify or amend any defined term, if such modification or amendments will have a material and adverse effect on the substantive rights of the Limited Partners provided for in such section.

15.2 POWER OF ATTORNEY. Each Limited Partner does hereby irrevocably constitute and appoint the General Partner and the Manager, and each of them, with full power of substitution, the true and lawful attorney-in-fact and agent of such Limited Partner, to take or cause to be taken, or omit or cause to be omitted, any and all actions should the General Partner or the Manager, as the case may be, in its sole discretion, deem such actions or omissions to be necessary, advisable, appropriate, proper, convenient or incidental to, or for the furtherance of the purposes of, the Partnership, PROVIDED that such actions or omissions do not materially and adversely affect the interests of the Limited Partners at the time of such action or omission; including, without limitation, the power and authority to execute, acknowledge, verify, swear to, deliver, record and file, in its or its assignee's name, place and stead, all agreements, instruments, documents and certificates (i) which may from time to time be required by the laws of the United States of America, the State of Delaware, the State of Connecticut, the State of New York, 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, or
(ii) which the General Partner or the Manager, as the case may be, deems to be necessary, advisable, appropriate, proper, convenient or incidental to, or for the furtherance of the purposes 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, this Agreement, and any amendments thereto or to the Certificate, which the General Partner or the Manager, as the case may be, deems appropriate to (I) form, qualify or continue the Partnership as an limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware, the State of Connecticut, the State of New York and all other jurisdictions in which the Partnership has an office or conducts or plans to conduct business, and (II) admit such Person as a Limited Partner in the Partnership;

(b) all instruments which the General Partner or the Manager, as the case may be, deems appropriate to reflect or effect any amendment to this Agreement or the Certificate (I) to reflect or effect Transfers of interests of Limited Partners, the admission of Substitute Limited Partners or Additional Limited Partners, or the increase of Capital Commitments pursuant to Section 11, (ii) to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the United States Securities and Exchange Commission, the United States Internal Revenue Service or any other Governmental Authority, or in any United States federal or state or local or any non-U.S., statute, compliance with which it deems to be in the best interests of the Partnership, (III) to change the name of the Partnership or reflect or effect a reorganization of the Partnership, as contemplated by Section 13.6, (IV) to reflect or effect the conversion of the General Partner to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity, or the Transfer of its interest in the Partnership to a limited partnership, limited liability company or other entity, as contemplated by Section 2.7, and (V) to cure any ambiguity or correct or supplement any provision contained in this Agreement that may be incomplete or inconsistent with any other provision contained in this Agreement so long as such amendment under this clause (v) does not adversely affect the interests of the Limited Partners;

(c) all conveyances and other instruments which the General Partner or the Manager, as the case may be, deems 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 certificate of cancellation as provided for in Section 13;

(d) all instruments relating to (i) Transfers of interests in the Partnership, or the admission of Substitute Limited Partners or Additional Limited Partners pursuant to Section 11.1, (ii) the treatment of a Defaulting Cash Limited Partner, a Defaulting Profits

Limited Partner, or an Excused Limited Partner, or a Limited Partner whose participation in an investment is excused, limited or discontinued pursuant to Section 5.2 or (iii) any change in the Capital Commitment of any Limited Partner, all in accordance with the terms of this Agreement;

(e) all amendments to this Agreement duly adopted in accordance with Section 15.1.

(f) 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 State of Delaware, the State of Connecticut, the State of New York and any other jurisdiction in which the Partnership has an office or conducts or plans to conduct business; and

(g) any other instruments determined by the General Partner or the Manager, as the case may be, to be necessary or appropriate in connection with the proper conduct of the business of the Partnership and which do not adversely affect the interests of the Limited 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. This power of attorney shall be deemed to be coupled with an interest, shall be irrevocable, shall survive and not be affected by the dissolution, bankruptcy or legal disability of any Limited Partner and shall extend to such Limited Partner's successors and assigns. This power of attorney may be exercised by such attorney-in-fact and agent for all Limited Partners (or any of them) by a single signature of the General Partner or the Manager, as the case may be, acting as attorney-in-fact with or without listing all of the Limited Partners executing an instrument. 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 requested, each Limited Partner shall execute and deliver to the General Partner or the Manager, as appropriate, within five Business Days after receipt of a request therefor, such further designations, powers of attorney or other instruments as the General Partner or the Manager, as the case may be, shall reasonably deem necessary for the purposes hereof. The foregoing power of attorney as in effect at the time of any reorganization of the Partnership pursuant to Section 13.6 shall thereafter continue in full force and effect, and shall apply to the limited partnership, limited liability company or other entity that becomes the successor to the Partnership pursuant to such reorganization. The foregoing power of attorney as in effect at the time of the conversion of, Transfer by, or merger of the General Partner pursuant to Section 2.7 shall, thereafter continue in full force and effect

and shall apply to the limited partnership, limited liability company, or other entity that becomes the successor to the General Partner pursuant to such conversion, Transfer or merger.

15.3 FURTHER ACTIONS OF THE LIMITED PARTNERS. Each Limited Partner shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the General Partner in connection with the formation of the Partnership and the achievement of its purposes and not inconsistent with the terms and provisions of this Agreement, including, without limitation, (A) any documents that the General Partner deems 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.

SECTION 16

MISCELLANEOUS PROVISIONS

16.1 NOTICES. Each notice relating to this Agreement shall be in writing and shall be delivered (A) in person, by first class registered or certified mail, or by private courier, overnight or next-day express mail or (B) by telex, telecopy or other facsimile or email transmission, confirmed by verbal or written communication with such individual. All notices to any Partner shall be addressed to such Partner and its trustee (if any) at their respective addresses set forth in the Partnership Register or at such other address as such Partner may have designated by notice in writing. Any Partner, other than the General Partner, may designate a new address by written notice to that effect given to the General Partner. The General Partner may designate a new address by written notice to that effect given to all of the other Partners. Unless otherwise specifically provided in this Agreement, a notice given in accordance with the foregoing clause (a) shall be deemed to have been effectively given and made when mailed by registered or certified mail, return receipt requested, to the proper address or when delivered in person, in each case, delivery charges prepaid. Any notice to the General Partner or to a Limited Partner by telex, telecopy or other email or facsimile transmission shall be deemed to be given when sent provided such notice shall be confirmed in accordance with the foregoing clause (b).

16.2 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered an original and all of which taken together shall constitute a single agreement.

16.3 TABLE OF CONTENTS AND HEADINGS. The table of contents and the headings of the sections of this Agreement are inserted for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.

16.4 SUCCESSORS AND ASSIGNS. Except as otherwise specifically provided herein, this Agreement shall inure to the benefit of and be binding upon the parties and to their respective heirs, executors, administrators, successors and permitted assigns.

16.5 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 applicable law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. Any default hereunder by a Limited Partner shall not excuse a default by any other Limited Partner.

16.6 NON-WAIVER. No provision of this Agreement shall be deemed to have been waived except if the giving of such waiver is contained in a written notice given to the party claiming such waiver and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given.

16.7 APPLICABLE LAW (SUBMISSION TO JURISDICTION). EXCEPT AS PROVIDED IN SECTION 10.6, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT JURISDICTION WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The General Partner hereby submits to the nonexclusive jurisdiction of the courts of the State of Delaware and to the courts of the jurisdiction in which the principal office of the Partnership is located (and, if the principal office is located in the United States, of the federal district court having jurisdiction over the location of the principal office) for the resolution of all matters pertaining to the enforcement and interpretation of this Agreement.

16.8 CONFIDENTIALITY. Each Limited Partner agrees that it shall not disclose without the prior consent of the General Partner (other than to such Limited Partner's employees, auditors, actuaries, counsel or prospective transferees; PROVIDED, that such Limited Partner obtain the agreement of such Person to be bound by the obligations of this Section 16.8) any information with respect to the Partnership or the other Co-Investment Funds or any Portfolio Company that is designated by the General Partner to such Limited Partner in writing as confidential, PROVIDED that a Limited Partner may disclose any such information (A) as has become generally available to the public, (B) as may be required or appropriate in any report, statement or testimony submitted to any Governmental Authority having jurisdiction over such Limited Partner, (C) as may be required or appropriate 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, ruling or other governmental request applicable to such Limited Partner and (E) to its professional advisors. Notwithstanding anything in this Agreement to the contrary, the General Partner shall have the right to keep confidential any information known by the General Partner as to Portfolio Companies, Portfolio Investments or other aspects of the Partnership's investment activities if and to the extent that the General Partner determines that keeping such information confidential is in the best interests of the Partnership or that the Partnership is required by law or agreement with a third party to keep confidential.

16.9 SURVIVAL OF CERTAIN PROVISIONS. The obligations of each Partner pursuant to Section 6.11 and Section 10 shall survive the termination or expiration of this Agreement and the dissolution, winding up and termination of the Partnership.

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

16.11 ENTIRE AGREEMENT. This Agreement (including, without limitation, all Schedules attached hereto), together with the related Subscription Agreements, the related Powers of Attorney and any other written agreement between the General Partner or the Partnership and any Limited Partner with respect to the subject matter hereof, shall constitute the entire agreement and understanding among the Partners with respect to the subject matter hereof, and shall supersede any prior agreement or understanding among them hereto with respect to the subject matter hereof, PROVIDED that the representations and warranties of the General Partner and the Limited Partners in, and the other provisions of, the Subscription Agreements shall survive the execution and delivery of this Agreement.

16.12 CURRENCY. The term "dollar" and the symbol "$", wherever used in this Agreement, shall mean the United States dollar.

IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated Limited Partnership Agreement of MMC Capital C&I Professionals Fund, L.P. as of the day and year first above written.

GENERAL PARTNER:

MARSH & McLENNAN C&I GP, INC.

LIMITED PARTNERS:

Each of the Limited Partners listed in
the Partnership Register, pursuant to
the power of attorney and authorization
granted by each such Limited Partner to
the General Partner as attorney-in-fact
and agent under the separate Powers of
Attorney, dated various dates:

By: MMC CAPITAL, INC.

By:--------------------------------------
Name: David J. Wermuth
Title: Legal Director

SCHEDULE A

INVESTMENT OBJECTIVE, POLICIES AND PROCEDURES

This Schedule A describes the investment objective, policies, procedures, guidelines and restrictions of MMC Capital C&I Professionals Fund, L.P. (formerly known as Marsh & McLennan Capital Communications and Information Professionals Fund, L.P.) (the "PARTNERSHIP"). MMC Capital, Inc. (the "MANAGER") is the manager of the Partnership and Marsh & McLennan C&I GP, Inc. (the "GENERAL PARTNER") is the general partner of the Partnership. Certain capitalized terms used without definition have the meanings specified in the Limited Partnership Agreement of the Partnership (as amended, the "AGREEMENT").

INVESTMENT OBJECTIVE. The Partnership shall co-invest with MMC Capital Communications and Information Fund, L.P. (formerly known as Marsh & McLennan Capital Communications and Information Fund, L.P.) (the "INSTITUTIONAL FUND"), along with their co-investment, parallel funds and special investment vehicles (together with the Partnership and the Institutional Fund, "THE FUND"). The Fund will make private equity and equity-related investments in the early stage communications and information companies in North America and Western Europe and will focus on ventures offering components, software, hardware, applications, services and content that, when integrated, enable the next generation of communications and information businesses. The Fund will target companies with established business models seeking additional capital to fund growth. The Fund's portfolio investments are expected to range between approximately $5 million and $10 million in size, but in no event will any such investment exceed $15 million.

INVESTMENT POLICIES AND PROCEDURES. The General Partner is responsible for the investment decisions of the Partnership, based on the advice of the Manager. The Partnership's routine activities shall be managed by the Manager.

Among the Manager's management responsibilities for the Partnership shall be the following: (A) to search for, analyze and develop investment opportunities; (B) to screen and evaluate promising investment proposals; (C) to structure and arrange the consummation of Portfolio Investments; (D) to monitor the operations of Portfolio Companies; and (E) to develop and arrange the implementation of strategies for the realization of gain from investments.

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

AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT

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

ARTICLE II

PURPOSES AND POWERS

2.1 Purposes................................................................3
2.2 Powers of the Partnership...............................................3

3.1  Capital Contributions...................................................4
3.2  Capital Accounts; Memo Accounts.........................................5
3.3  Adjustments to Capital Accounts.........................................5
3.4  Allocations.............................................................5
3.5  Tax Matters.............................................................6
3.6  Negative Capital Accounts...............................................6
3.7  Excused Investment......................................................6
3.8  Estate Partners.........................................................7

4.1  Withdrawal of Capital...................................................7
4.2  Sharing of Carried Interest; Points.....................................7
4.3  Distributions...........................................................8
4.4  Holdback for Tier 2 Partners ..........................................10
4.5  Return of Distributions................................................10
4.6  Limitations on Distributions...........................................12
4.7  Withholding............................................................12

5.1  Partners...............................................................12
5.2  The General Partners...................................................12
5.3  Ability to Bind the Partnership........................................14
5.4  Actions and Determinations of the Partnership..........................14
5.5  Voting.................................................................14
5.6  Discretion.............................................................14

6.1  Liability..............................................................15
6.2  Exculpation............................................................15
6.3  Indemnification........................................................16

ARTICLE VII

BOOKS AND RECORDS; REPORTS TO PARTNERS

7.1 Books and Records......................................................17
7.2 United States Federal, State and Local Income Tax Information..........18
7.3 Reports to Partners....................................................18

8.1  Admission of Additional Partners.......................................18
8.2  Transfer by Partners...................................................19
8.3  Further Actions........................................................19

9.1  Becoming a Special Assignee............................................19
9.2  Consequences of Special Assignee Status................................20
9.3  Economic Rights of Special Assignees...................................21

10.1  Duration..............................................................24
10.2  Winding Up............................................................24
10.3  Final Distribution....................................................24
10.4  Time for Liquidation, etc.............................................25
10.5  Termination...........................................................25
10.6  Bankruptcy of a Partner...............................................25
10.7  Death, Legal Incapacity, etc..........................................25

ARTICLE XI

DEFINITIONS

11.1 Definitions...........................................................26

12.1  Notices...............................................................33
12.2  Counterparts..........................................................33
12.3  Table of Contents and Headings........................................33
12.4  Successors and Assigns................................................33
12.5  Severability..........................................................34
12.6  Governing Law.........................................................34
12.7  Confidentiality.......................................................34
12.8  Survival of Certain Provisions........................................34
12.9  Waiver of Partition...................................................34
12.10  Power of Attorney....................................................35
12.11  Modifications........................................................36
12.12  Entire Agreement.....................................................37
12.13  Further Actions......................................................37

Schedule A

This Amended and Restated Limited Partnership Agreement (as from time to time amended, supplemented or restated, this "AGREEMENT") of TRIDENT CAPITAL II, L.P., a Cayman Islands exempted limited partnership (the "PARTNERSHIP"), is made and entered into this December 2, 1999 among: RC Trident II, LLC, a Delaware limited liability company; SF Trident II, LLC, a Delaware limited liability company; CD Trident II, LLC, a Delaware limited liability company; JG Trident II, LLC, a Delaware limited liability company; and Marsh & McLennan GP I, Inc., a Delaware corporation ("GP I") (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 law 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 May 20, 1999 (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 Persons who were limited partners of the Partnership immediately prior to the amendment and restatement hereby of the Initial Agreement shall continue as Limited Partners and each of the other Persons listed on Schedule A hereto shall be admitted to the Partnership as a Limited Partner. 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 II, L.P." The registered office of the Partnership shall be at the offices of Maples & Calder, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies 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 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.

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 I 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.

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 I 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. GP I has 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 the date the Partnership was constituted. 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.

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 Capital 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 500 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 500, 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 I, the aggregate number of Points allocated to the Tier 1 Partners with respect to any Portfolio Investment shall not exceed 325 Points, (II) without the consent of GP I, no Points shall be allocated to CD Trident II, LLC, JG Trident II, LLC, Charles A. Davis or Jeffrey W. Greenberg 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.

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.

(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 I, (B) 49% to M&M Vehicle, L.P. and (C) 50% to the Partners (other than GP I) 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.

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 I shall make a contribution to the Partnership equal to such unpaid contribution; if GP I 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 I. 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 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 I 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. 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 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 I 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 I) constitute a majority of the General Partners.

(d) ACTIONS WITH RESPECT TO THE MANAGER. The removal or replacement of M&M 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 I.

(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 I AGENTS. GP I hereby designates and appoints each of: the Chairman and President of GP I, the members of the Board of Directors of GP I, and the Secretary of GP I as agents of GP I (the "CORPORATE AGENTS") to perform all of the duties and functions of GP I under this Agreement and as authorized persons within the meaning of the Partnership Law, PROVIDED that GP I 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 I.

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 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.

(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 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 third 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 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 I and of a majority of the Tier 1 General Partners, a new general partner may be admitted to the Partnership, PROVIDED that (I) if JG Trident II, LLC has become a Special Assignee pursuant to Section 9.1(a), JG Trident II, LLC may be replaced by GP I with an entity controlled by the then chief executive officer of Marsh & McLennan Companies, Inc., (II) if CD Trident II, LLC has become a Special Assignee pursuant to Section 9.1(a), CD Trident II, LLC may be replaced by GP I with an entity controlled by the then chief executive officer of Marsh & McLennan Capital, Inc. and (III) subject to the 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,

(A) In the case of CD Trident II, LLC, JG Trident II, LLC, Charles A. Davis or Jeffrey W. Greenberg, by GP I;

(B) In the case of RC Trident II, LLC, SF Trident II, LLC, Taravest Partners or The Stephen Friedman 1999 Family Trust, by a majority of the remaining General Partners; 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;

(ii) The status of such Tier 2 Partner as a Partner hereunder is involuntarily terminated, either with or without an M&M 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:

(A) In the case of CD Trident II, LLC, SF Trident II LLC, JG Trident II LLC, Jeffrey W. Greenberg, Charles A. Davis or The Stephen Friedman 1999 Family Trust, such Tier 1 Partner's Minimum Points shall be reduced by 50%.

(B) In the case of RC Trident II, LLC and Taravest Partners, such Tier 1 Partner's Minimum Points shall remain unchanged.

(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 shall become zero unless:

(A) In the case of CD Trident II, LLC, JG Trident II, LLC, Charles A. Davis or Jeffrey W. Greenberg, GP I shall restore all or a portion of the Minimum Points; or

(B) In the case of RC Trident II, LLC, SF Trident II, LLC, Taravest Partners or The Stephen Friedman 1999 Family Trust, a majority of the then remaining General Partners 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 I shall have the right to purchase or direct 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 I 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 I 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 I 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:

(A) In the case of CD Trident II, LLC, JG Trident II LLC, Charles A. Davis or Jeffrey A. Greenberg, such Tier 1 Partner's Minimum Points shall be reduced to zero.

(B) In the case of RC Trident II, LLC, SF Trident II, LLC, Taravest Partners or The Stephen Friedman 1999 Family Trust, such Tier 1 Partner's Minimum Points shall remain unchanged.

(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:

(A) In the case of CD Trident II, LLC, SF Trident II, LLC, JG Trident II, LLC, Charles A. Davis, The Stephen Friedman 1999 Family Trust or Jeffrey W. Greenberg, such Tier 1 Partner's Minimum Points shall be reduced to zero.

(B) In the case of RC Trident II, LLC and Taravest Partners, such Tier 1 Partner's Minimum Points shall be reduced to zero unless such Tier 1 Partner shall

become a Special Assignee after June 4, 2002, in which case such Tier 1 Partner's Minimum Points shall remain unchanged.

(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), such Tier 1 Partner's Minimum Points 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:

--------------------------------------------------------------------------------------
If the Tier 2 Partner                                              Percentage of
becomes a Special Assignee                                   Points that are Forfeited
--------------------------                                   -------------------------
During the 12 month period commencing on the later of June            100%
4, 1999 and the date such Tier 2 Partner begins employment
with M&M Capital.
--------------------------------------------------------------------------------------
During the 12 month period commencing on the first                     80%
anniversary of the later of June 4, 1999 and the date such
Tier 2 Partner begins employment with M&M Capital.
--------------------------------------------------------------------------------------
During the 12 month period commencing on the second                    60%
anniversary of the later of June 4, 1999 and the date such
Tier 2 Partner begins employment with M&M Capital.
--------------------------------------------------------------------------------------
After the third anniversary of the later of June 4, 1999 and           40%
the date such Tier 2 Partner begins employment with M&M
Capital.
--------------------------------------------------------------------------------------

PROVIDED that (A) if such Tier 2 Partner becomes a Special Assignee due to termination with an M&M 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 M&M Capital Cause Determination), in no event shall such Tier 2 Partner forfeit more than 40 percentage 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 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 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.

"ASSOCIATED": RC Trident II, LLC and Taravest Partners are Associated with Robert Clements; SF Trident II, LLC and The Stephen Friedman 1999 Family Trust are Associated with Stephen Friedman; CD Trident II, LLC is Associated with Charles A. Davis; and JG Trident II, LLC is Associated with Jeffrey W. Greenberg.

"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 M&M 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 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 M&M 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": For SF Trident II, LLC, the Stephen Friedman 1999 Family Trust; for RC Trident II, LLC, Taravest Partners; and any other 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 II, L.P., a Cayman Islands exempted limited partnership, and it successors and assigns.

"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 M&M Capital within 30 days of receipt of notice by M&M 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 M&M Capital; failure to award to such Person participation in future M&M Capital investments in accordance with such Person's employment or consulting agreement with M&M 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 M&M Capital.

(b) the failure to continue such Person in the position described in such Person's employment or consulting agreement with M&M Capital or a more senior position (unless M&M 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 M&M 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 M&M Capital;

(e) a Change in Control of MMC or a Change in Control of M&M Capital.

"GP I": 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.

"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. The members are initially: Robert Clements representing RC Trident II, LLC; Charles A. Davis representing CD Trident II, LLC; Stephen Friedman representing SF Trident II, LLC; Jeffrey W. Greenberg representing JG Trident II, LLC; and A.J.C. Smith representing GP I. 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 I, 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).

"M&M CAPITAL": Marsh & McLennan Capital, Inc., a Delaware corporation, and any successors and assigns thereof.

"M&M 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.

"NON-TECHNOLOGY INVESTMENT": Any Portfolio Investment which is not a Technology Investment.

"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 (1997 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.

"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.

"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.

"TECHNOLOGY INVESTMENT": Any Portfolio Investment in which the Fund co-invests with Marsh & McLennan Capital Technology Venture Fund, L.P.

"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 SF Trident II, LLC, RC
Trident II, LLC, CD Trident II, LLC and JG 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, The Stephen Friedman 1999 Family Trust, Taravest Partners, Charles A. Davis and Jeffrey W. Greenberg or 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 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 their 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 and (D) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to such Partner, 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 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 instru-

ments, 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, 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.

12.12 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the Partners 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.

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 their Capital Commitments in the spaces below provided next to their names.

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


                                   RC TRIDENT II, LLC


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


                                   SF TRIDENT II, LLC


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


                                   CD TRIDENT II, LLC


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


                                   JG TRIDENT II, LLC


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

Title:

LIMITED PARTNERS:

MARSH & MCLENNAN CAPITAL TECHNOLOGY VENTURE GP, L.P.
(a Delaware limited partnership)

AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT

Dated as of December 2, 1999

1.1  Continuation...................................................1
1.2  Name and Offices...............................................2
1.3  Fiscal Year....................................................3

ARTICLE II

PURPOSES AND POWERS

2.1 Purposes.......................................................3
2.2 Powers of the Partnership......................................3

3.1  Capital Contributions..........................................4
3.2  Capital Accounts...............................................5
3.3  Adjustments to Capital Accounts................................5
3.4  Sharing of Carried Interest; Points............................5
3.5  Allocations....................................................6
3.6  Tax Matters....................................................7
3.7  Excused Investment.............................................8
3.8  Estate Partners................................................8

4.1  Withdrawal of Capital..........................................8
4.2  Distributions..................................................8
4.3  Holdback for Tier 2 Partners .................................11

4.4  Return of Distributions.......................................11
4.5  Limitations on Distributions..................................12
4.6  Withholding...................................................12

5.1  Partners......................................................13
5.2  The General Partners..........................................13
5.3  Ability to Bind the Partnership...............................14
5.4  Actions and Determinations of the Partnership.................15
5.5  Voting........................................................15
5.6  Discretion....................................................15

6.1  Liability.....................................................16
6.2  Exculpation...................................................16
6.3  Indemnification...............................................17

ARTICLE VII

BOOKS AND RECORDS; REPORTS TO PARTNERS

7.1 Books and Records.............................................18
7.2 United States Federal, State and Local Income Tax Information.18
7.3 Reports to Partners...........................................19

8.1  Admission of Additional Partners..............................19
8.2  Transfer by Partners..........................................20
8.3  Further Actions...............................................20

9.1  Becoming a Special Assignee...................................20
9.2  Consequences of Special Assignee Status.......................21
9.3  Economic Rights of Special Assignees..........................21

10.1  Duration.....................................................25
10.2  Winding Up...................................................25
10.3  Final Distribution...........................................25
10.4  Time for Liquidation, etc....................................26
10.5  Termination..................................................26
10.6  Bankruptcy of a Partner......................................26
10.7  Death, Legal Incapacity, etc.................................26

12.1  Notices......................................................34
12.2  Counterparts.................................................34
12.3  Table of Contents and Headings...............................34
12.4  Successors and Assigns.......................................34
12.5  Severability.................................................35
12.6  Governing Law................................................35
12.7  Confidentiality..............................................35
12.8  Survival of Certain Provisions...............................35
12.9  Waiver of Partition..........................................35
12.10  Power of Attorney...........................................36
12.11  Modifications...............................................37

                                      3

12.12  Entire Agreement............................................37
12.13  Further Actions.............................................38

Schedule A

This Amended and Restated Limited Partnership Agreement (as from time to time amended, supplemented or restated, this "AGREEMENT") of MARSH & McLENNAN CAPITAL TECHNOLOGY VENTURE GP, L.P., a Delaware limited partnership (the "PARTNERSHIP"), is made and entered into as of December 2, 1999 among: RC Tech Fund, LLC, a Delaware limited liability company; SF Tech Fund, a Delaware limited liability company; CD Tech Fund, LLC, a Delaware limited liability company; and Marsh & McLennan GP II, Inc., a Delaware corporation ("GP II") (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 a limited partnership, organized under the law of the State of Delaware pursuant to the Act and among the General Partners and the Limited Partners; and

WHEREAS, the Partnership was formed on September 28, 1999 by the filing of the Certificate of Limited Partnership of the Partnership (as it may be amended from time to time, the "CERTIFICATE") in the Office of the Secretary of State of the State of Delaware (the "SECRETARY OF STATE"), and constituted pursuant to the Limited Partnership Agreement of the Partnership, dated as of November 19, 1999 (the "INITIAL AGREEMENT"); and

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 a limited partnership subject to the terms of this Agreement and under and pursuant to the provisions of the Act and agree that the rights, duties and liabilities of the Partners shall be as provided in the Act, 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 Persons who were limited partners of the Partnership immediately prior to the amendment and restatement hereby of the Initial Agreement shall continue as Limited Partners, and each of the other Persons listed on Schedule A hereto shall be admitted to the Partnership as a Limited Partner. 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, such Partner's name, mailing address, Capital Commitment, total Capital Contributions to date, Minimum Points, Special Percentages 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 maintain the accuracy of the information contained therein. Except as may otherwise be provided herein, 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 "Marsh & McLennan Capital Technology Venture GP, L.P." The registered office of the Partnership in the State of Delaware is initially located at One Rodney Square, 10th Floor, Tenth and King Streets, Wilmington, New Castle County, Delaware, 19801, and the registered agent for service of process on the Partnership at such address is RL&F Service Corp. At any time, the General Partners may designate another registered agent for service of process and/or registered office upon notice to the Limited Partners in accordance with the terms of this Agreement.

The Partnership shall have its initial principal office for its activities at 20 Horseneck Lane, Greenwich, Connecticut 06830. The General Partners may from time to time

have such other office or offices within or without the State of Delaware as may be designated by the General Partners.

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 pur poses 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 neces sary, advisable, convenient or incidental to the foregoing, in all cases subject to the Act.

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 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 State of Delaware 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 docu ments 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 com mission; 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.

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 4.2(b)(i) or (II) pursuant to Section 4.2(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. There shall be established on the books and records of the Partnership a capital account (a "CAPITAL ACCOUNT") for each Partner.

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 each item of Net Investment Profit and Net Profit for such Period (allocated in accordance with Section 3.5) and (II) the Capital Contributions, if any, made by such Partner during such Period and (B) decreasing such balance by (I) the amount of cash or the Value of Securities or other property distributed to such Partner pursuant to Article IV or X and (II) such Partner's allocable share of each item of Net Investment Loss and Net Loss for such Period (allocated in accordance with Section 3.5). Each Partner's Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement.

3.4 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 3.4(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 II, the aggregate number of Points allocated to the Tier 1 Partners with respect to any Portfolio Investment shall not exceed 325 Points, (II) without the consent of GP II, no Points shall be allocated to CD Tech Fund, LLC or to Charles A. Davis 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 3.4(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.

3.5 ALLOCATIONS. (a) ALLOCATIONS OF NET INVESTMENT PROFIT AND NET INVESTMENT LOSS. Except as otherwise provided herein, allocations shall be made as follows:

(i) The Net Investment Profit or Net Investment Loss for each Period allocated to the Partnership pursuant to section 7.1(b) of the Fund Agreement in respect of any Portfolio Investment shall be allocated to the Partners in proportion to the Capital Contributions used to fund such Portfolio Investment.

(ii) The Net Investment Profit or Net Investment Loss for each Period allocated to the Partnership pursuant to section 7.1(c)(ii) or 7.1(d)(ii) of the Fund Agreement in respect of any Portfolio Investment shall be allocated to the Partners in proportion to their Special Percentages.

(iii) The Net Investment Profit or Net Investment Loss for each Period allocated to the Partnership pursuant to section 7.1(c)(iii) or 7.1(d)(i) of the Fund Agreement in respect of any Portfolio Investment shall be allocated to the Partners in proportion to the number of Points then held by each Partner with respect to such Portfolio Investment, PROVIDED, however, that (A) the amount of Net Investment Profit otherwise allocable to M&M Vehicle, L.P. pursuant to this Section 3.5(a)(iii) shall be reduced, but not below zero, by the aggregate Preferential Allocation Amounts of all Additional Partners indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts and (B) the amount of Net Investment Profit allocated to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts shall be increased by an amount equal to the product of (1) the amount described in clause (A) and (2) the quotient obtained by dividing such Additional Partner's Preferential Allocation Amount by the aggregate Preferential Allocation Amounts of all Additional Partners.

(b) ALLOCATION OF NET PROFIT AND NET LOSS.

(i) The Net Profit or the Net Loss for any Period allocated to the Partnership pursuant to section 7.2(a) of the Fund Agreement in respect of any Bridge Financing shall be allocated among the Partners in proportion to the Capital Contributions of the Partners used to fund such Bridge Financing.

(ii) The Net Profit or the Net Loss for any Period allocated to the Partnership pursuant to section 7.2(b) of the Fund Agreement shall be allocated among the Partners in accordance with their respective Capital Commitments.

(iii) All other Net Profit, if any, and all other Net Loss, if any, for any Period shall be allocated among the Partners in accordance with their respective Capital Commitments.

(c) CAPITAL ACCOUNT DEFICITS. Notwithstanding the foregoing provisions of this Section 3.6, a Partner shall not be allocated his, her of its share of any item of loss or deduction if such Partner's Capital Account is negative or to the extent that such allocation would reduce such Partner's Capital Account below zero. Any item of loss or deduction or portion thereof which, but for the limitation provided in the immediately preceding sentence, would be allocated to a Partner, shall be allocated to each other Partner having a positive balance in his, her or its Capital Account PRO RATA in proportion to such other Partners' Capital Contributions or, if applicable, their Capital Commitments or Points with respect to such item, to the extent of such positive balance, and, if no Partner has a positive balance remaining in his, her or its Capital Account, proportionately to the General Partners. A Partner who would have been allocated an item of loss or deduction but for the limitation provided in the first sentence of this Sec tion 3.6(c) shall thereafter share in items of income or gain only after the other Partners have been allocated 100% of such Partner's share of income and gain to the extent of (and among such other Partners in proportion to) the amount of loss and deduction allocated to such other Partners pursuant to the immediately preceding sentence.

3.6 TAX MATTERS. The income, gains, losses, credits and deductions recog nized 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 II 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, acknow ledge, 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. Each Partner shall provide to the Partnership upon request such information or forms which the General Partner may reasonably request with respect to the Partnership's compliance with applicable tax laws. The Partnership shall not participate in the establishment of an "established securities market" (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a "secondary market or the substantial equivalent thereof" (within the meaning of section 1.7704-1(c) of the Treasury Regu lations) or, in either case, the inclusion of interests in the Partnership thereon. No Partner shall permit the Partnership to elect, and the Partnership shall not elect, to be treated as an association taxable as a corporation for United States federal, state or local income tax purposes under Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state or local law.

3.7 EXCUSED INVESTMENT. Notwithstanding Section 3.1 and 3.5, 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 Agree ment, Capital Commitments and Capital Contributions of, and allocations to, any Partner and its Estate Partner (including, without limitation, pursuant to Section 4.4) 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 DISTRIBUTIONS. (a) FORM OF DISTRIBUTIONS. Subject to the other provi sions 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 4.3. 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 4.2, such aggregate amounts to be estimated in the good faith judgment of the General Partners. The Partnership may cause certificates eviden cing 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 disposi tion 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, FURTHER, 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 4.2(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.

(ii) PARTNERSHIP'S CAPITAL INVESTMENT. Distributions received from the Fund with respect to any Portfolio Investment that were distributed to the Partnership based on the Partnership's Sharing Percentage (as defined in the Fund Agreement) for such Portfolio Investment pursuant to section 8.2(b) of the Fund Agreement (including distributions received from the Fund pursuant to section 8.3 of the Fund Agreement (tax distributions) or section 15.2(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 Temporary Investment pursuant to section 8.2(c) or 8.2(d) (including distributions received from the Fund pursuant to section 15.2(a) of the Fund Agreement (liquidating distributions) that are attributable to any Bridge Financing or any Temporary Investment) of the Fund Agreement shall be distributed among the Partners in proportion to their Capital Contributions used to fund such Bridge Financing or Temporary Investment.

(iii) PARTNERSHIP'S CARRIED INTEREST. Subject to Section 4.3, distributions received from the Fund with respect to any Portfolio Investment pursuant to section 8.2(b) of the Fund Agreement that are not described in Section 4.2(b)(ii) (the Partnership's carried interest with respect to such Portfolio Investment) (including distributions received from the Fund pursuant to section 8.3 of the Fund Agreement (tax distributions) or section 15.2(a) of the Fund Agreement (liquidating distributions) that are not described in Section 4.2(b)(ii)) shall be distributed among the Partners in proportion to the number of Points then held by each Partner with respect to such Portfolio Investment, PROVIDED, however, that (A) distributions received from the Fund pursuant to Section 8.2(b)(iv) of the Fund Agreement shall be distributed to the Partners in proportion to their Special Percentages and (B) the amount otherwise distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iii) shall be reduced, but no below zero, by the aggregate Preferential Distribution Amounts of all Additional Partners indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts and (C) the amount distributed to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts shall be increased by an amount equal to the product of (1) the amount described in clause (B) and (2) the quotient obtained by dividing such Additional Partner's Preferential

Distribution Amount by the aggregate Preferential Distribution Amounts of all Additional Partners, PROVIDED, HOWEVER, that the aggregate amount distributed to Additional Partners pursuant to clause (C) shall not exceed the aggregate amount previously distributed or currently distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iii) in respect of the Points held by M&M Vehicle, L.P. in excess of 490 Points (determined without giving effect to the first proviso of this Section 4.2(b)(iii)).

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

The General Partners' good faith determination as to whether amounts are described in paragraph (i), (ii), (iii) or (iv) of this Section 4.2, shall, absent manifest error, be final and binding on all Partners.

4.3 HOLDBACK FOR TIER 2 PARTNERS PENDING DISSOLUTION OF THE PARTNERSHIP. Notwithstanding Section 4.2(b), the General Partners may, in their sole discretion, withhold from any distribution to a Tier 2 Partner pursuant to
Section 4.2(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 4.3 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 4.3 shall also be treated as a distribution pursuant to Section 4.2(b)(iii) for all purposes of this Agreement, including without limitation Section 4.4.

4.4 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"), the Partners shall be required to fund the Clawback

Amount PRO RATA in proportion to the negative balances in their Capital Accounts. Each Tier 2 Partner's obligation under this Section 4.4 shall first be satisfied from such Tier 2 Partner's Holdback Account established pursuant to
Section 4.3, if any. Each Partner shall make contributions to the Partnership in satisfaction of its obligation under this Section 4.4 (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 4.4, GP II shall make a contribution to the Partnership equal to such unpaid contribution; if GP II 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 II. Notwithstanding the foregoing, a Partner's obligation to make contributions to the Partnership under this Section 4.4 shall survive the dissolution, liquidation, winding up and termination of the Partnership, and for purposes of this Section 4.4, 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 4.4, including instituting a lawsuit to collect such contribution with interest from the date such contribution was required to be paid under this Section 4.4 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 4.4 to the contrary, a Partner's liability to make contributions to the Partnership under this Section 4.4 shall not exceed the aggregate amount of all distributions received or deemed to have been received by such Partner pursuant to Section 4.2(b)(iii) (excluding distributions received or deemed to have been received pursuant to Section 4.2(b)(iii) that are attributable to such Partner's share of distributions received from the Fund pursuant to section 8.3 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 4.4, as limited by the preceding sentence, the Partners 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 4.4, but subject always to the preceding sentence and with reapplication of this sentence as necessary. The provisions of this Section 4.4 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.

4.5 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 Act or other applicable law, (b) the Partnership shall not make a distribution to any Partner to the extent that after giving effect to such distribution a deficit balance in such Partner's Capital Account would exist and (c) 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.

4.6 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 4.2(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 Sec tion 4.2(b)(iii)) to have received a distribution from the Partnership as of the time such withholding was paid. Unless the General Partners determine otherwise, the withholdings by the Partnership referred to in this Section 4.6 shall be made at the maxi mum 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 Act.

(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 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 II 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 II) constitute a majority of the General Partners.

(d) ACTIONS WITH RESPECT TO THE MANAGER. The removal or replacement of M&M 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 II.

(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), (II) approve the merger or sale of substantially all of the assets of the Partnership or (III) approve the transfer of all or any portion of the interest of a General Partner in the Partnership.

(g) APPOINTMENT OF GP II AGENTS. GP II hereby designates and appoints each of: the Chairman and President of GP II, the members of the Board of Directors of GP II, and the Secretary of GP II, as agents of GP II (the "CORPORATE AGENTS") to perform all of the duties and functions of GP II under this Agreement and as authorized persons within the meaning of the Act, PROVIDED that GP II 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 II.

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 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 Act, 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 Act, the debts, obli gations 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.

(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, actuaries, 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 Sec tion 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 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 third 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 in such proportions as shall be determined in good faith by the General Partners to be equitable under the circumstances and, where such obligations arise out of a particular Portfolio Investment, taking into account the proportion in which distributions were made with respect to such Portfolio Investment, 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 Act. 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 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 II and of a majority of the Tier 1 General Partners, a new general partner may be admitted to the Partnership, PROVIDED that (I) if CD Tech Fund, LLC has become a Special Assignee pursuant to Section 9.1(a), CD Tech Fund, LLC may be replaced by GP II with an entity controlled by the then chief executive officer of Marsh & McLennan Capital, Inc. and (II) subject to the 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 such Partner's interest in the Partnership with out 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,

(A) In the case of CD Tech Fund, LLC or Charles A.

Davis, by GP II;

(B) In the case of RC Tech Fund, LLC, SF Tech Fund, LLC, Taravest Partners or The Stephen Friedman 1999 Family Trust, by a majority of the remaining General Partners; 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;

(ii) The status of such Tier 2 Partner as a Partner hereunder is involuntarily terminated, either with or without an M&M 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 4.4) 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:

(A) In the case of CD Tech Fund, LLC, SF Tech Fund, LLC, Charles A. Davis or The Stephen Friedman 1999 Family Trust, such Tier 1 Partner's Minimum Points shall be reduced by 50%.

(B) In the case of RC Tech Fund, LLC and Taravest Partners, such Tier 1 Partner's Minimum Points shall remain unchanged.

(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 shall become zero unless:

(A) In the case of CD Tech Fund II, LLC or Charles A. Davis, GP II shall restore all or a portion of the Minimum Points; or

(B) In the case of RC Tech Fund, LLC, SF Tech Fund, LLC, Taravest Partners or The Stephen Friedman 1999 Family Trust, a majority of the then remaining General Partners 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 II shall have the right to purchase or direct 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 II 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 II 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 II 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:

(A) In the case of CD Tech Fund, LLC or Charles A. Davis, such Tier 1 Partner's Minimum Points shall be reduced to zero.

(B) In the case of RC Tech Fund, LLC, SF Tech Fund, LLC, Taravest Partners or The Stephen Friedman 1999 Family Trust, such Tier 1 Partner's Minimum Points shall remain unchanged.

(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:

(A) In the case of CD Tech Fund, LLC, SF Tech Fund, LLC, Charles A. Davis, or The Stephen Friedman 1999 Family Trust, such Tier 1 Partner's Minimum Points shall be reduced to zero.

(B) In the case of RC Tech Fund, LLC and Taravest Partners, such Tier 1 Partner's Minimum Points shall be reduced to zero unless such Tier 1 Partner shall become a Special Assignee after June 4, 2002, in which case such Tier 1 Partner's Minimum Points shall remain unchanged.

(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), such Tier 1 Partner's Minimum Points 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:

-------------------------------------------------------------------------------------------------
If the Tier 2 Partner                                                         Percentage of
Becomes a Special Assignee                                              Points That are Forfeited
--------------------------                                              -------------------------
During the 12 month period commencing on the                                      100%
later of May 11, 1999 and the date such Tier 2
Partner begins employment with M&M Capital.
-------------------------------------------------------------------------------------------------
If the Tier 2 Partner Percentage of During the 12 month period                     80%
commencing on the first anniversary of the later of
May 11, 1999 and the date such Tier 2
Partner begins employment with M&M Capital.
-------------------------------------------------------------------------------------------------
During the 12 month period commencing on the                                       60%
second anniversary of the later of May 11, 1999
and the date such Tier 2 Partner begins
employment with M&M Capital.
-------------------------------------------------------------------------------------------------
After the third anniversary of the later of May                                    40%
11, 1999 and the date such Tier 2 Partner begins
employment with M&M Capital.
-------------------------------------------------------------------------------------------------

PROVIDED that (A) if such Tier 2 Partner becomes a Special Assignee due to termination with an M&M 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 M&M Capital Cause Determination), in no event shall such Tier 2 Partner forfeit more than 40 percentage 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 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 Act.

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 pro ceeds 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 without limitation 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 to the Partners in proportion to, and to the extent of, each Partner's Capital Account, as such Partner's Capital Account has been adjusted pursuant to Articles III and IV.

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 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 Partnership with the Secretary of State.

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 Partnership with the Secretary of State. Such certificate of cancellation 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 Act) 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 Act, 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):

"ACT": the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. ss. 17-701 et seq., as amended, and any successor to such statute.

"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 pur poses of this Agreement, none of the Portfolio Companies shall be deemed to be Affiliates of the Partnership.

"AGREEMENT": As defined in the preamble hereto.

"ASSOCIATED": RC Tech Fund, LLC and Taravest Partners are Associated with Robert Clements; SF Tech Fund, LLC and The Stephen Friedman 1999 Family Trust are Associated with Stephen Friedman; and CD Tech Fund, LLC is Associated with Charles A. Davis.

"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 M&M Capital.

"CERTIFICATE": As defined in the preamble hereto.

"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 the Parent 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 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 M&M Capital.

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

"CLAWBACK AMOUNT": As defined in Section 4.4.

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

"ESTATE PARTNER": For SF Tech Fund, LLC, the Stephen Friedman 1999 Family Trust; for RC Tech Fund, LLC, Taravest Partners; and any other 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": Marsh & McLennan Capital Technology Venture Fund, L.P., a Delaware limited partnership, and it successors and assigns.

                  "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 M&M Capital within 30 days of receipt of notice by M&M 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 M&M Capital; failure to award to such Person participation in future M&M Capital investments in accordance with such Person's employment or consulting agreement with M&M 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 M&M Capital.

(b) the failure to continue such Person in the position described in such Person's employment or consulting agreement with M&M Capital or a more senior position (unless M&M 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 M&M 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 M&M Capital;

(e) a Change in Control of MMC or a Change in Control of M&M Capital.

"GP II": As defined in the preamble to this Agreement.

"HOLDBACK ACCOUNT": As defined in Section 4.3.

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

"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. The members are initially: Robert Clements representing RC Tech Fund, LLC; Charles A. Davis representing CD Tech Fund, LLC; Stephen Friedman representing SF Tech Fund, LLC; and A.J.C. Smith representing GP II. 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 II, 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.

"M&M CAPITAL": Marsh & McLennan Capital, Inc., a Delaware corporation, and any successors and assigns thereof.

"M&M 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.

"NET INVESTMENT PROFIT" and "NET INVESTMENT LOSS": As

defined in the Fund Agreement.

"NET PROFIT" and "NET LOSS": For any Period or any Fiscal Year, the net income or net loss of the Partnership for such Period or Fiscal Year (including the Net Profit and Net Loss of the Fund, as such terms are used in the Fund Agreement) other than net income or net loss derived directly or indirectly from Portfolio Investments, determined in accordance with Section 703(a) of the Code, including any items that are separately stated for purposes of Section 702(a) of the Code, as determined in accordance with federal income tax accounting principles with the following adjustments:

(i) any income of the Partnership that is exempt from federal income tax shall be included as income; and

(ii) any expenditures of the Partnership described in Code
Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)
(iv)(i) shall be treated as current expenses.

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

"PERIOD": The period beginning on the day following any Adjustment Date (or, in the case of the first Period, beginning on the day of formation of the Partnership) and ending on the next succeeding Adjustment Date.

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

"POINTS": As defined in Section 3.4(a).

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

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

"PREFERENTIAL ALLOCATION AMOUNT": With respect to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts, determined only as of the date of an allocation made pursuant to Section 3.5(a)(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 excess of (A) solely with respect to Portfolio Investments made prior to, and disposed of after, the date of admission of such Additional Partner, the amounts that would have previously been allocated to such Additional Partner pursuant to Section 3.5(a)(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 over (B) all amounts previously allocated to such Additional Partner pursuant to Section 3.5(a)(iii)(B).

"PREFERENTIAL DISTRIBUTION AMOUNT": With respect to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts, determined only as of the date of a distribution made pursuant to Section 4.2(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 excess of (A) solely with respect to Portfolio Investments made prior to, and disposed of after, the date of admission of such Additional Partner, the amounts that would have previously been distributed to such Additional Partner pursuant to Section 4.2(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 over (b) all amounts previously distributed to such Additional Partner pursuant to Section 4.2(b)(iii)(C), PROVIDED, however, that Section 4.3 shall

be disregarded solely for purposes of determining the amounts described in clauses (a) and (b) of this paragraph. For the avoidance of doubt, Section 4.3 shall apply to distributions made pursuant to Section 4.2(b)(iii) (including
Section 4.2(b)(iii)(C)).

"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.

"SECRETARY OF STATE": As defined in the preamble hereto.

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

"SPECIAL ASSIGNEE": As defined in Section 9.1.

"SPECIAL PERCENTAGE": With respect to any Partner, the percentage set forth opposite the name of such Partner on the Partnership Register under the heading "Special Percentage".

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

"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 SF Tech Fund, LLC, RC Tech Fund, LLC, and CD Tech Fund, 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, The Stephen Friedman 1999 Family Trust, Taravest Partners, and Charles A. Davis or 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 the United States issued pursuant to the Code.

"VALUE": As defined in the Fund Agreement, PROVIDED that the provisions of 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 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 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 their 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 per mitted 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 STATE OF DELAWARE, ALL RIGHTS AND REMEDIES BEING GOVERNED BY DELAWARE 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 without limitation 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 and (D) to the extent necessary in order to comply with any law, order, regula tion or ruling applicable to such Partner, 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 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 pur suant to Section 4.4, 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 State of Delaware, 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, that the General Partners deem appropriate to form, qualify or continue the Partnership as a limited partnership in the State of Delaware 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, direc tive, 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 Commit-

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

(e) certificates of assumed name and such other certificates and instru ments as may be necessary under the fictitious or assumed name statutes from time to time in effect in the State of Delaware, the State of Connecticut, the State of New York 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 neces sary 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 subse quent 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 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 4.4, 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.

12.12 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the Partners 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 Partner ship 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.

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 their Capital Commitments in the spaces below provided next to their names.

$_________________                          By:_________________________
Capital Commitment                             Name:
                                                 Title:


                                            RC TECH FUND, LLC


$_________________                          By:_________________________
Capital Commitment                             Name:
                                                 Title:


                                            SF TECH FUND, LLC


$_________________                          By:_________________________
Capital Commitment                             Name:
                                                 Title:


                                            CD TECH FUND, LLC


$_________________                          By:_________________________
Capital Commitment                             Name:
                                                 Title:

LIMITED PARTNERS:

MMC CAPITAL TECH GP II, L.P.
(a Delaware limited partnership)

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

Dated as of August 22, 2000

1.1      Continuation.....................................................1
1.2      Name and Offices.................................................2
1.3      Fiscal Year......................................................3

ARTICLE II

PURPOSES AND POWERS

2.1 Purposes.........................................................3
2.2 Powers of the Partnership........................................3

3.1      Capital Contributions............................................4
3.2      Capital Accounts.................................................5
3.3      Adjustments to Capital Accounts..................................5
3.4      Sharing of Carried Interest; Points..............................5
3.5      Allocations......................................................6
3.6      Tax Matters......................................................8
3.7      Excused Investment...............................................9
3.8      Estate Partners..................................................9

4.1      Withdrawal of Capital............................................9
4.2      Distributions....................................................9
4.3      Holdback Accounts...............................................12
4.4      Return of Distributions.........................................13
4.5      Limitations on Distributions....................................14
4.6      Withholding.....................................................15

5.1      Partners........................................................15
5.2      The General Partners............................................15
5.3      Ability to Bind the Partnership.................................17
5.4      Actions and Determinations of the Partnership...................17
5.5      Voting..........................................................17
5.6      Discretion......................................................17

6.1      Liability.......................................................18
6.2      Exculpation.....................................................18
6.3      Indemnification.................................................19

7.1      Books and Records...............................................21
7.2      United States Federal, State and Local Income Tax Information...21
7.3      Reports to Partners.............................................21

8.1      Admission of Additional Partners................................21
8.2      Transfer by Partners............................................22
8.3      Further Actions.................................................22

9.1      Becoming a Special Assignee.....................................23
9.2      Consequences of Special Assignee Status.........................23
9.3      Economic Rights of Special Assignees............................24

10.1     Duration........................................................27
10.2     Winding Up......................................................27
10.3     Final Distribution..............................................28
10.4     Time for Liquidation, etc.......................................28
10.5     Termination.....................................................28
10.6     Death, Legal Incapacity, etc....................................28

ARTICLE XI

DEFINITIONS

11.1 Definitions.....................................................29

12.1     Notices.........................................................38
12.2     Counterparts....................................................38
12.3     Table of Contents and Headings..................................38
12.4     Successors and Assigns..........................................38
12.5     Severability....................................................38
12.6     Governing Law...................................................38
12.7     Confidentiality.................................................39
12.8     Survival of Certain Provisions..................................39
12.9     Waiver of Partition.............................................39
12.10    Power of Attorney...............................................39
12.11    Modifications...................................................41
12.12    Entire Agreement................................................41
12.13    Further Actions.................................................41

Schedule A -- Partnership Register

This Amended and Restated Limited Partnership Agreement (as from time to time amended, supplemented or restated, this "AGREEMENT") of MMC CAPITAL TECH GP II, L.P. (formerly known as Marsh & McLennan Capital Tech GP II, L.P.), a Delaware limited partnership (the "PARTNERSHIP"), is made and entered into as of August 22, 2000 among: SF Tech Fund II, a Delaware limited liability company; CD Tech Fund II, LLC, a Delaware limited liability company; and Marsh & McLennan Tech GP II, Inc., a Delaware corporation ("GP II") (collectively, the "GENERAL PARTNERS"); and the Persons identified on the signature pages hereto as Limited Partners as of the date hereof (the "LIMITED PARTNERS"); and the other Persons from time to time listed as Limited Partners on the Partnership Register (together with the General Partners, the "PARTNERS", such term 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 a limited partnership, organized under the laws of the State of Delaware pursuant to the Act and among the General Partners and the Limited Partners; and

WHEREAS, the Partnership was formed on April 3, 2000 by the filing of the Certificate of Limited Partnership of the Partnership (as it has been and may be amended from time to time, the "CERTIFICATE") in the Office of the Secretary of State of the State of Delaware (the "SECRETARY OF STATE") and constituted pursuant to the Limited Partnership Agreement of the Partnership, dated as of April 3, 2000 (the "INITIAL AGREEMENT"); and

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 a limited partnership subject to the terms of this Agreement and under and pursuant to the provisions of the Act and agree that the rights, duties and liabilities of the Partners shall be as provided in the Act, 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 and each of the Persons who were limited partners of the Partnership immediately prior to the amendment and restatement hereby of the Initial Agreement shall continue as Limited Partners, and each of the other Persons listed on Schedule A hereto shall be admitted to the Partnership as a Limited Partner. 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 and any other documents requested by any of the General Partners are 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, such Partner's name, mailing address, Capital Commitment, total Capital Contributions to date, Minimum Ordinary Points, Minimum Special Points and, with respect to each Portfolio Investment, the number of Ordinary Points and Special 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 maintain the accuracy of the information contained therein. Except as may otherwise be provided herein, 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 "MMC Capital Tech GP II, L.P." The registered office of the Partnership in the State of Delaware is initially located at 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, and the registered agent for service of process on the Partnership at such address is Corporation Trust Center. At any time, the General Partners may designate another registered agent for service of process and/or registered office upon notice to the Limited Partners in accordance with the terms of this Agreement.

The Partnership shall have its initial principal office for its activities at 20 Horseneck Lane, Greenwich, Connecticut 06830. The General Partners may from time to

time have such other office or offices within or without the State of Delaware as may be designated by the General Partners.

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 Act.

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 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 State of Delaware 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.

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 4.2(b)(i) or (II) pursuant to
Section 4.2(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. There shall be established on the books and records of the Partnership a capital account (a "CAPITAL ACCOUNT") for each Partner.

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 each item of Net Investment Profit and Net Profit for such Period (allocated in accordance with Section 3.5) and (II) the Capital Contributions, if any, made by such Partner during such Period and (B) decreasing such balance by (I) the amount of cash or the Value of Securities or other property distributed to such Partner pursuant to Article IV or X and (II) such Partner's allocable share of each item of Net Investment Loss and Net Loss for such Period (allocated in accordance with Section 3.5). Each Partner's Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement.

3.4 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 Ordinary Points and Special Points (collectively, the "POINTS") held by each Partner with respect to such Portfolio Investment. Subject to Section 3.4(c), there shall be a total of 1,000 Points allocated to the Partners with respect to each Portfolio Investment at the time such Portfolio Investment is made. Subject to Sections 3.4(b) and 3.4(c), prior to the consummation of a Portfolio Investment, each Partner shall be allocated, with respect to such Portfolio Investment, Ordinary Points equal to the Minimum Ordinary Points, if any, and Special Points equal to the Minimum Special Points, if any, in each case then listed with respect to such Partner on the Partnership Register, 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 General Partners in their sole discretion, PROVIDED that (I) without the consent of GP II, no Ordinary Points or Special Points shall be allocated to CD Tech Fund II, LLC or to Charles A. Davis in excess of the Minimum Ordinary Points and Minimum Special Points, as the case may be, then listed with respect to such Partner on the Partnership Register and
(II) 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 General Partners in their sole discretion.

(b) ZERO POINTS IF EXCUSED INVESTMENT. Notwithstanding anything to the contrary in Section 3.4(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.

(c) ADDITIONAL PARTNERS; ADDITIONAL POINTS. In connection with the admission of any Additional Partner pursuant to Section 8.1, a majority of the General Partners voting on such admission shall determine (I) the Minimum Ordinary Points and Minimum Special Points, if any, to be listed with respect to such Partner on Schedule A of the Partnership Register, (II) the Ordinary Points and Special Points, if any, to be allocated to such Additional Partner with respect to one or more of the Portfolio Investments held by the Fund on the date of such Additional Partner's admission and (III) if such Additional Partner will be subject to the provision for Preferential Allocation and Distribution Amounts and, if so, which option (as described in the definitions of "Preferential Allocation Amount" and "Preferential Distributions Amount") will apply to such Additional Partner. The Points allocated to an Additional Partner pursuant to this Section 3.4(c) shall be newly created and for each newly created Point allocated to an Additional Partner pursuant to this Section 3.4(c) with respect to a Portfolio Investment, M&M Vehicle, L.P. and GP II shall be allocated a number of Points with respect to such Portfolio Investment such that M&M Vehicle, L.P. and GP II hold 24% and 1%, respectively, of the aggregate number of newly created Points with respect to such Portfolio Investment. The newly created Points allocated to the Partners pursuant to this Section 3.4(c) with respect to any Portfolio Investment shall not exceed 500.

3.5 ALLOCATIONS.

(a) ALLOCATIONS OF NET INVESTMENT PROFIT AND NET INVESTMENT LOSS. Except as otherwise provided herein, allocations shall be made as follows:

(i) The Net Investment Profit or Net Investment Loss for each Period allocated to the Partnership pursuant to section 7.1(b) of the Fund Agreement in respect of any Portfolio Investment shall be allocated to the Partners in proportion to the Capital Contributions used to fund such Portfolio Investment.

(ii) The Net Investment Profit or Net Investment Loss for each Period allocated to the Partnership pursuant to section 7.1(c)(ii) or 7.1(d)(i) of the Fund Agreement in respect of any Portfolio Investment shall be allocated to the Partners in proportion to the number of Points then held by each Partner with respect to such Portfolio Investment, PROVIDED, HOWEVER, that (A) the amount of

Net Investment Profit otherwise allocable to M&M Vehicle, L.P. pursuant to this Section 3.5(a)(ii) shall be reduced, but not below zero, by the aggregate Preferential Allocation Amounts of all Additional Partners indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts and (B) the amount of Net Investment Profit allocated to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts shall be increased by an amount equal to the product of (1) the amount described in clause (A) and (2) the quotient obtained by dividing such Additional Partner's Preferential Allocation Amount by the aggregate Preferential Allocation Amounts of all Additional Partners.

(b) ALLOCATION OF NET PROFIT AND NET LOSS.

(i) The Net Profit or the Net Loss for any Period allocated to the Partnership pursuant to section 7.2(a) of the Fund Agreement in respect of any Bridge Financing shall be allocated among the Partners in proportion to the Capital Contributions of the Partners used to fund such Bridge Financing.

(ii) The Net Profit or the Net Loss for any Period allocated to the Partnership pursuant to section 7.2(b) of the Fund Agreement shall be allocated among the Partners in accordance with their respective Capital Commitments.

(iii) All other Net Profit, if any, and all other Net Loss, if any, for any Period shall be allocated among the Partners in accordance with their respective Capital Commitments.

(c) SPECIAL ALLOCATIONS. Notwithstanding anything to the contrary in
Section 3.5(a) or 3.5(b), if, pursuant to section 4.1(b) of the Fund Agreement, a Bridge Financing ceases to be treated as a Bridge Financing and is treated as a Portfolio Investment, then the items of income, gain, deduction and loss allocated to the Partnership pursuant to section 7.3 of the Fund Agreement in respect of such Portfolio Investment shall be allocated to the Partners so that, as quickly as possible, the Capital Account balance of each Partner is equal to the Capital Account balance such Partner would have had if such Portfolio Investment had always been treated as a Portfolio Investment and never been treated as a Bridge Financing. The General Partners shall have the power to make such other allocations as necessary to give effect to the intent of this Section
3.5(c). Any allocations in respect of any such Portfolio Investment pursuant to
Section 3.5(b) and this Section 3.5(c) shall thereafter be treated as allocations pursuant to the appropriate clause of Section 3.5(a).

(d) CAPITAL ACCOUNT DEFICITS. Notwithstanding the foregoing provisions of this Section 3.5, a Partner shall not be allocated his, her of its share of any item of loss or deduction if such Partner's Capital Account is negative or to the extent that such allocation would reduce such Partner's Capital Account below zero. Any item of loss or deduction or portion thereof which, but for the limitation provided in the immediately preceding sentence, would be allocated to a Partner, shall be allocated to each other Partner having a positive balance in his, her or its Capital Account PRO RATA in proportion to such other Partners' Capital Contributions or, if applicable, their Capital Commitments or Points with respect to such item, to the extent of such positive balance, and, if no Partner has a positive balance remaining in his, her or its Capital Account, proportionately to the General Partners. A Partner who would have been allocated an item of loss or deduction but for the limitation provided in the first sentence of this Section 3.5(d) shall thereafter share in items of income or gain only after the other Partners have been allocated 100% of such Partner's share of income and gain to the extent of (and among such other Partners in proportion to) the amount of loss and deduction allocated to such other Partners pursuant to the immediately preceding sentence.

3.6 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 II 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. Each Partner shall provide to the Partnership upon request such information or forms which the General Partner may reasonably request with respect to the Partnership's compliance with applicable tax laws. The Partnership shall not participate in the establishment of an "established securities market" (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a "secondary market or

the substantial equivalent thereof" (within the meaning of section 1.7704-1(c) of the Treasury Regulations) or, in either case, the inclusion of interests in the Partnership thereon. No Partner shall permit the Partnership to elect, and the Partnership shall not elect, to be treated as an association taxable as a corporation for United States federal, state or local income tax purposes under Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state or local law.

3.7 EXCUSED INVESTMENT. Notwithstanding Section 3.1 and 3.5, 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 Capital Contributions of, and allocations to, any Partner and its Estate Partner (including, without limitation, pursuant to
Section 4.4) 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 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, or any anticipated Hurdle Clawback Amount, other than pursuant to Section 4.3. 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 4.2, 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 4.2(a) 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, FURTHER, 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 4.2(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.

(ii) PARTNERSHIP'S CAPITAL INVESTMENT. Distributions received from the Fund with respect to any Portfolio Investment that were distributed to the Partnership based on the Partnership's Sharing Percentage (as defined in the Fund Agreement) for such Portfolio Investment pursuant to section 8.2(b) of the Fund Agreement (including distributions received from the Fund pursuant to section 8.3 of the Fund Agreement (tax distributions) or section 15.2(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 Temporary Investment pursuant to section 8.2(c) or 8.2(d) (including distributions received from the Fund pursuant to section 15.2(a) of the Fund Agreement (liquidating distributions) that are attributable to any Bridge Financing or any Temporary Investment) of the Fund Agreement shall be distributed among the Partners in proportion to their Capital Contributions used to fund such Bridge Financing or Temporary Investment.

(iii) PARTNERSHIP'S CARRIED INTEREST. Subject to Section 4.3, distributions received from the Fund with respect to any Portfolio Investment pursuant to section 8.2(b) of the Fund Agreement that are not described in Section 4.2(b)(ii) (the Partnership's carried interest with respect to such Portfolio Investment) (including distributions received from the Fund pursuant to section 8.3 of the Fund Agreement (tax distributions) or section 15.2(a) of the Fund Agreement (liquidating distributions) that are not described in
Section 4.2(b)(ii)) shall be distributed among the Partners in proportion to the number of Points then held by each Partner with respect to such Portfolio Investment, PROVIDED, HOWEVER, that (A) the amount otherwise distributable to M&M Vehicle, L.P. pursuant to this
Section 4.2(b)(iii) shall be reduced, but no below zero, by the aggregate Preferential Distribution Amounts of all Additional Partners indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts and (B) the amount distributed to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts shall be increased by an amount equal to the product of (1) the amount described in clause (A) and (2) the quotient obtained by dividing such Additional Partner's Preferential Distribution Amount by the aggregate Preferential Distribution Amounts of all Additional Partners, PROVIDED, HOWEVER, that the aggregate amount distributed to Additional Partners pursuant to clause (B) shall not exceed the aggregate amount previously distributed or currently distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iii) in respect of the Points held by M&M Vehicle, L.P. in excess of 24% of the total number of Points allocated with respect to all Portfolio Investments (determined without giving effect to the first proviso of this Section 4.2(b)(iii)).

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

The General Partners' good faith determination as to whether amounts are described in paragraph (i), (ii), (iii) or (iv) of this Section 4.2, shall, absent manifest error, be final and binding on all Partners.

4.3 HOLDBACK ACCOUNTS.

(a) HOLDBACK FOR TIER 2 PARTNERS PENDING DISSOLUTION OF THE PARTNERSHIP. Notwithstanding Section 4.2(b), the General Partners may, in their sole discretion, withhold from any distribution to a Tier 2 Partner pursuant to
Section 4.2(b)(iii) an amount equal to the difference between (I) up to 50% of the amount that would otherwise be distributed to such Tier 2 Partner (except as provided in Section 4.3(b), other than in respect of such Tier 2 Partner's Special Points, if any) and (II) 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 (i) as determined by the General Partners in their reasonable discretion. Any amount withheld from a Tier 2 Partner pursuant to this Section 4.3(a) shall be placed in a separate account (a "HOLDBACK ACCOUNT") maintained separately on the books of the Partnership until such time as (A) the Partnership is dissolved pursuant to Article X, at which time such amount shall be distributed to such Tier 2 Partner or (B) 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 4.3(a) (other than pursuant to the prior sentence) shall also be treated as a distribution pursuant to Section 4.2(b)(iii) for all purposes of this Agreement, including, without limitation, Section 4.4(a).

(b) HURDLE HOLDBACK ACCOUNT. Notwithstanding Section 4.2(b), GP II may, in its sole discretion, withhold from any distribution to any Partner pursuant to Section 4.2(b)(iii) an amount equal to the difference between (I) the amount that would otherwise be distributed to such Partner in respect of such Partner's Special Points (including, for the avoidance of doubt, any Preferential Distribution Amounts attributable to such Partner's Special Points) and (II) an amount intended to enable such Partner to discharge its U.S. federal, state and local income tax liabilities arising from allocations attributable to the amount described in clause (i) as determined by GP II in its reasonable discretion. Any amount withheld from a Partner pursuant to this
Section 4.3(b) shall be placed in a separate account (a "HURDLE HOLDBACK ACCOUNT") maintained separately on the books of the Partnership until such time as (A) the Partnership is dissolved pursuant to Article X, at which time such amount shall, subject to Section 4.4(b), be distributed to such Partner or (B) GP II determines in its sole discretion that the Hurdle Return will be met, at which

time the excess shall be distributed to such Partner. Any amount placed in a Hurdle Holdback Account with respect to such Partner shall be invested by GP II in investments selected by such Partner within investment categories specified by GP II and the income earned thereon shall be distributed quarterly to such Partner. Any distribution to a Partner pursuant to this Section 4.3(b) (other than pursuant to the prior sentence) shall also be treated as a distribution pursuant to Section 4.2(b)(iii) for all purposes of this Agreement, including, without limitation, Section 4.4(b) and shall be subject to the provisions of
Section 4.3(a).

4.4 RETURN OF DISTRIBUTIONS.

(a) CLAWBACK. 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"), the Partners shall be required to fund the Clawback Amount PRO RATA in proportion to the negative balances in their Capital Accounts. Each Tier 2 Partner's obligation under this
Section 4.4(a) shall first be satisfied from such Tier 2 Partner's Holdback Account established pursuant to Section 4.3(a), if any. Each Partner shall make contributions to the Partnership in satisfaction of its obligation under this
Section 4.4(a) (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 4.4(a), GP II shall make a contribution to the Partnership equal to such unpaid contribution; if GP II 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 II. Notwithstanding the foregoing, a Partner's obligation to make contributions to the Partnership under this Section 4.4(a) shall survive the dissolution, liquidation, winding up and termination of the Partnership, and for purposes of this Section 4.4(a), 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 4.4(a), including instituting a lawsuit to collect such contribution with interest from the date such contribution was required to be paid under this Section 4.4(a) calculated at a rate equal to the Prime Rate per annum (but not in excess of the highest rate per annum permitted by law). Notwithstanding anything in this Section 4.4(a) to the contrary, a Partner's liability to make contributions to the Partnership under this Section 4.4(a) shall not exceed the aggregate amount of all distributions received or deemed to have been received by such Partner pursuant to Section 4.2(b)(iii) (excluding distributions received or deemed to have been received pursuant to Section 4.2(b)(iii) that are attributable to such Partner's share of distributions received from the Fund pursuant to section 8.3 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 4.4(a), as limited by the preceding sentence, the Partners 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 4.4(a), but subject always to the preceding sentence and with reapplication of this sentence as necessary. The provisions of this Section 4.4(a) 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, to the fullest extent permitted by law, no Partner shall have any duty or obligation to any creditor of the Partnership to make any contributions to the Partnership.

(b) HURDLE CLAWBACK. If at the time the Partnership is dissolved pursuant to Article X the Hurdle Return has not been satisfied, (I) the balance in each Hurdle Holdback Account shall be distributed, to the extent necessary to offset such deficiency, to M&M Vehicle, L.P. and (II) to the extent that the Hurdle Rate still has not been satisfied after giving effect to the amounts described in clause (i) of this Section 4.4(b), each Partner shall be obligated to return, to the extent necessary to offset such remaining deficiency, to the Partnership distributions made to such Partner in respect of such Partner's Special Points (including for the avoidance of doubt, any Preferential Distribution Amounts attributable to such Partner's Special Points, but after taking into account the amounts described in clause (i) of this Section 4.4(b)) (such amount the "HURDLE CLAWBACK AMOUNT" with respect to such Partner) and such amount shall be distributed to M&M Vehicle, L.P. A Partner's obligation to make contributions to the Partnership under this Section 4.4(b) shall survive the dissolution, liquidation, winding up and termination of the Partnership, and for purposes of this Section 4.4(b), 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 4.4(b), including instituting a lawsuit to collect such contribution with interest from the date such contribution was required to be paid under this Section 4.4(b) calculated at a rate equal to the Prime Rate per annum (but not in excess of the highest rate per annum permitted by law). Notwithstanding anything in this Section 4.4(b) to the contrary, a Partner's liability to make contributions to the Partnership under this Section 4.4(b) shall not be greater than the excess of (A) the aggregate amount of all distributions received or deemed to have been received by such Partner pursuant to Section 4.2(b)(iii) in respect of such Partner's Special Points (without duplication of amounts, if any, contributed by such Partner pursuant to Section 4.4(a)) over (B) an amount intended to enable such Partner to discharge its U.S. federal, state and local income tax liabilities arising from allocations attributable to the amount described in clause (A).

4.5 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 Act or other applicable law, (B) the Partnership shall not make a distribution to any Partner to the extent that after giving effect to such distribution a deficit balance in such Partner's Capital Account would exist and (C) 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.

4.6 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 4.2(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 4.2(b)(iii)) to have received a distribution from the Partnership as of the time such withholding was paid. Unless the General Partners determine otherwise, the withholdings by the Partnership referred to in this Section 4.6 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 Act.

(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 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 II 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 II) 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 II.

(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), (II) approve the merger or sale of substantially all of the assets of the Partnership or (III) approve the transfer of all or any portion of the interest of a General Partner in the Partnership.

(g) APPOINTMENT OF GP II AGENTS. GP II hereby designates and appoints each of the Chairman and President of GP II, the members of the Board of Directors of GP II, and the Secretary of GP II, as agents of GP II (the "CORPORATE AGENTS") to perform all of the duties and functions of GP II under this Agreement and as authorized persons within the meaning of the Act, PROVIDED that GP II 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 II.

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 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 Act, 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 Act, 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.

(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, actuaries, 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 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 third 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 in such proportions as shall be determined in good faith by the General Partners to be equitable under the circumstances and, where such obligations arise out of a particular Portfolio Investment, taking into account the proportion in which distributions were made with respect to such Portfolio Investment, 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 Act. 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 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 Capital Commitment that will be accepted from, and pursuant to
Section 3.4(c) the Ordinary Points and Special Points with respect to each Portfolio Investment, and the Minimum Ordinary Points and Minimum Special Points of, 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 of a majority of the General Partners, a new general partner may be admitted to the Partnership, PROVIDED that: (I) if CD Tech Fund II, LLC has become a Special Assignee pursuant to Section 9.1(a), CD Tech Fund II, LLC may be replaced by GP II with an entity controlled by the then chief executive officer of MMC Capital; and
(II) subject to the 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 such Partner's 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 AND CERTAIN OTHER MATTERS

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,

(A) In the case of CD Tech Fund II, LLC or Charles A. Davis, by GP II;

(B) In the case of Taravest Partners, SF Tech Fund II, LLC or Stephen Friedman (or any Estate Partner thereof), by a majority of the remaining General Partners; 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;

(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 4.4) 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:

(A) In the case of CD Tech Fund II, LLC, SF Tech Fund II, LLC, Charles A. Davis or Stephen Friedman (or any Estate Partner thereof), such Tier 1 Partner's Minimum Ordinary Points and Minimum Special Points shall be reduced by 50%.

(B) In the case of Taravest Partners, such Tier 1 Partner's Minimum Ordinary Points and Minimum Special Points shall remain unchanged.

(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 Ordinary Points and Minimum Special Points for such Tier 1 Partner shall become zero unless:

(A) In the case of CD Tech Fund II, LLC or Charles
A. Davis (or any Estate Partner thereof), GP II shall restore all or a portion of the Minimum Ordinary Points and Minimum Special Points; or

(B) In the case of Taravest Partners, SF Tech Fund, LLC or Stephen Friedman (or any Estate Partner thereof), a majority of the then

remaining General Partners shall restore all or a portion of the Minimum Ordinary Points and Minimum Special 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 II shall have the right to purchase or direct 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 II 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 II 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 II 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) 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:

(A) In the case of CD Tech Fund II, LLC or Charles
A. Davis (or any Estate Partner thereof), such Tier 1 Partner's Minimum Ordinary Points and Minimum Special Points shall be reduced to zero.

(B) In the case of Taravest Partners, SF Tech Fund II, LLC or Stephen Friedman (or any Estate Partner thereof), such Tier 1 Partner's Minimum Ordinary Points and Minimum Special Points shall remain unchanged.

(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:

(A) In the case of CD Tech Fund II, LLC, SF Tech Fund II, LLC, Charles A. Davis, or Stephen Friedman (or any Estate Partner thereof), such Tier 1 Partner's Minimum Ordinary Points and Minimum Special Points shall be reduced to zero.

(B) In the case of Taravest Partners, such Tier 1 Partner's Minimum Ordinary Points and Minimum Special Points shall be reduced

to zero unless such Tier 1 Partner shall become a Special Assignee after April 3, 2003, in which case such Tier 1 Partner's Minimum Ordinary Points and Minimum Special Points shall remain unchanged.

(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), such Tier 1 Partner's Minimum Ordinary Points and Minimum Special Points shall remain unchanged, and at no time will such Tier 1 Partner's Minimum Ordinary Points and Minimum Special 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 Ordinary Points and zero Special 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 Ordinary Points and Special Points allocated to such Tier 2 Partner as specified below:

------------------------------------------------------------------------------------------
If the Tier 2 Partner                                                Percentage of Points
becomes a Special Assignee                                            that are Forfeited
------------------------------------------------------------------------------------------
During the 12 month period commencing on the later of April 3, 2000          100%
and the date such Tier 2 Partner begins employment with MMC Capital.
------------------------------------------------------------------------------------------
During the 12 month period commencing on the first anniversary of             80%
the later of April 3, 2000 and the date such Tier 2 Partner begins
employment with MMC Capital.
------------------------------------------------------------------------------------------
During the 12 month period commencing on the second anniversary of            60%
the later of April 3, 2000 and the date such Tier 2 Partner begins
employment with MMC Capital.
------------------------------------------------------------------------------------------
After the third anniversary of the later of April 3, 2000 and the              40%
date such Tier 2 Partner begins employment with MMC Capital.
------------------------------------------------------------------------------------------

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 Ordinary Points and Special 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 Ordinary Points and zero Special 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), in no event shall such Tier 2 Partner forfeit more than 40 percentage 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 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 Act.

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 (whether by payment or the making of reasonable provision for payment thereof), including, without limitation, 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 to the Partners in proportion to, and to the extent of, each Partner's Capital Account, as such Partner's Capital Account has been adjusted pursuant to Articles III and IV.

10.4 TIME FOR LIQUIDATION, ETC. Notwithstanding any other provision hereof, 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 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 Partnership with the Secretary of State.

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 certificate with the Secretary of State. Such certificate of cancellation 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 DEATH, LEGAL INCAPACITY, ETC. The death, bankruptcy, dissolution or incompetency of a Limited Partner or the status of any Limited Partner as a Special

Assignee, shall not, in and of itself, cause the dissolution or termination of the Partnership. In any such event, the personal representative (as defined in the Act) of such Limited Partner may exercise all of the rights of such Limited Partner for the purpose of settling its estate or administering its property, subject to the terms and conditions of this Agreement, including any power of an assignee to become a Limited Partner.

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) :

"ACT": the Delaware Revised Uniform Limited Partnership Act, 6 Del. C.ss.17-701 et seq., as amended, and any successor to such statute.

"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.

"ASSOCIATED": SF Tech Fund II, LLC and The Stephen Friedman 1999 Family Trust are Associated with Stephen Friedman; and CD Tech Fund II, LLC is Associated with Charles A. Davis.

"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 the preamble hereto.

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

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;

(a) 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;

(b) 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 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;

(c) 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

(d) 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 4.4(a).

"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 of 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": As set forth in the Marsh & McLennan Companies Benefit Program, or, if different, the employment agreement of a 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": Collectively, MMC Capital Technology Fund II, L.P. (formerly known as Marsh & McLennan Capital Technology Venture Fund II, L.P.), a Delaware limited partnership, MMC Capital Tech Parallel Fund II, L.P., a Delaware limited partnership, and their successors and assigns.

"FUND AGREEMENT": Collectively, the limited partnership agreement of MMC Capital Technology Fund II, L.P. (formerly known as Marsh & McLennan Capital Technology Venture Fund II, L.P.), a Delaware limited partnership, and MMC Capital Tech Parallel Fund II, L.P., a Delaware limited partnership, each 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 II": As defined in the preamble to this Agreement.

"HOLDBACK ACCOUNT": As defined in Section 4.3(a).

"HURDLE CLAWBACK AMOUNT": As defined in Section 4.4(b).

"HURDLE HOLDBACK ACCOUNT": As defined in Section 4.3(b).

"HURDLE RETURN": An internal rate of return equal to 20% per annum, compounded annually, on the aggregate interests of (A) GP II and M&M Vehicle, L.P. in the Partnership, and (B) Marsh & McLennan Risk Capital Holdings, Ltd. in the Fund, such rate of return calculated by taking into account (I) the amount and timing of Capital Contributions made by GP II and M&M Vehicle, L.P. to the Partnership, (II) the amount and timing of capital contributions made by Marsh & McLennan Risk Capital Holdings, Ltd. to the Fund, (III) the amount and timing of all distributions to GP II and M&M Vehicle, L.P. in respect of their Capital Contributions to the Partnership and in respect of their Points, and (IV) the amount and timing of all distributions to Marsh & McLennan Risk Capital Holdings, Ltd. in respect of its capital contributions to the Fund.

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

"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 other members designated by (and who shall be removable by) a majority of the General Partners, including GP II. The members are initially:
Charles A. Davis representing CD Tech Fund II, LLC; Stephen Friedman representing SF Tech Fund II, LLC; and A.J.C. Smith representing GP II; and, at the designation of the General Partners, Robi Blumenstein, Meryl D. Hartzband and Randall J. Wolf. 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 II, 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. Upon the death or resignation of any member designated by the General Partners in accordance with the provisions of the immediately preceding sentence or the removal of such member by a majority of the General Partners, including GP II, any successor to such member designated by a majority of the General Partners, including GP II.

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

"MMC CAPITAL": MMC Capital, Inc. (formerly known as Marsh & McLennan 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 ORDINARY POINTS": With respect to each Partner and as of any date, the minimum number of Ordinary Points that may be allocated to such Partner with respect to any Portfolio Investment to be made on or after such date.

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

"NET INVESTMENT PROFIT" and "NET INVESTMENT LOSS": As defined in the Fund Agreement.

"NET PROFIT" and "NET LOSS": For any Period or any Fiscal Year, the net income or net loss of the Partnership for such Period or Fiscal Year (including the Net Profit and Net Loss of the Fund, as such terms are used in the Fund Agreement) other than net income or net loss derived directly or indirectly from Portfolio Investments, determined in accordance with Section 703(a) of the Code, including any items that are separately stated for purposes of Section 702(a) of the Code, as determined in accordance with federal income tax accounting principles with the following adjustments:

(i) any income of the Partnership that is exempt from federal income tax shall be included as income; and

(ii) any expenditures of the Partnership described in Code
Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) shall be treated as current expenses.

"ORDINARY POINTS": With respect to each Partner and as of any date, the number of Points that have been allocated to such Partner with respect to any Portfolio Investment and that have been designated as "Ordinary Points" in the Partnership Register.

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

"PERIOD": The period beginning on the day following any Adjustment Date (or, in the case of the first Period, beginning on the day of formation of the Partnership) and ending on the next succeeding Adjustment Date.

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

"POINTS": As defined in Section 3.4(a).

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

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

"PREFERENTIAL ALLOCATION AMOUNT": With respect to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts, an amount determined under the Option indicated for such Additional Partner on the Partnership Register and as set forth below:

OPTION 1 (PREFERENCE TO REFLECT ALL APPRECIATION; PAID OUT OF FUTURE INVESTMENTS): As of the date of an allocation made pursuant to
Section 3.5(a)(ii) and only with respect to Portfolio Investments made on or after the date of admission of such Additional Partner, an amount equal to the excess of (A) solely with respect to Portfolio Investments made prior to, and disposed of after, the date of admission of such Additional Partner, the amounts that would have previously been allocated to such Additional Partner pursuant to Section 3.5(a)(ii) if such Additional Partner had been allocated with respect to all such Portfolio Investments (subject to Section 9.3(b)) the Minimum Ordinary Points and Minimum Special Points listed with respect to such Additional Partner on the Partnership Register as of the date of admission of such Additional Partner over (B) all amounts previously allocated to such Additional Partner pursuant to Section 3.5(a)(ii)(B).

OPTION 2 (PREFERENCE TO REFLECT APPRECIATION AFTER THE DATE OF ADMISSION; PAID OUT OF EXISTING INVESTMENTS): As of the date of an allocation made pursuant to Section 3.5(a)(ii) and only with respect to Portfolio Investments made prior to,

but disposed of after, the date of admission of such Additional Partner, the amounts that would be allocated to each such Additional Partner pursuant to Section 3.5(a)(ii) with respect to such Portfolio Investment if such Portfolio Investment had been acquired on the date that such Additional Partner was admitted to the Partnership at a cost equal to its fair market value on such date and such Additional Partner had been allocated with respect to such Portfolio Investment (subject to Section 9.3(b)) the Minimum Ordinary Points and Minimum Special Points listed with respect to such Additional Partner on the Partnership Register as of the date of admission of such Additional Partner.

"PREFERENTIAL DISTRIBUTION AMOUNT": With respect to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts, an amount determined under the Option indicated for such Additional Partner on the Partnership Register and as set forth below:

OPTION 1: As of the date of a distribution made pursuant to
Section 4.2(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 excess of (A) the cumulative amount of Net Investment Profit allocated to such Additional Partner pursuant to Section 3.5(a)(ii)(B) as of such date over (B) the cumulative amount distributed to such Additional Partner pursuant to Section 4.2(b)(iii)(B) as of such date (including, for the avoidance of doubt, any amount deemed distributed to such Additional Partner pursuant to
Section 4.2(b)(iii)(B) by virtue of the placement of such amount into such Additional Partner's Holdback Account or Hurdle Holdback Account pursuant to Section 4.4).

OPTION 2: As of the date of a distribution made pursuant to
Section 4.2(b)(iii) and only with respect to Portfolio Investments made prior to, but disposed of after, the date of admission of such Additional Partner, an amount equal to the excess of (A) the cumulative amount of Net Investment Profit allocated to such Additional Partner pursuant to Section 3.5(a)(ii)(B) as of such date over (B) the cumulative amount distributed to such Additional Partner pursuant to
Section 4.2(b)(iii)(B) as of such date (including, for the avoidance of doubt, any amount deemed distributed to such Additional Partner pursuant to Section 4.2(b)(iii)(B) by virtue of the placement of such amount into such Additional Partner's Holdback Account or Hurdle Holdback Account pursuant to Section 4.4).

"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.

"SECRETARY OF STATE": As defined in the preamble hereto.

"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.

"SPECIAL POINTS": With respect to each Partner and as of any date, the number of Points that have been allocated to such Partner with respect to any Portfolio Investment and that have been designated as "Special Points" in the Partnership Register.

"SPECIAL ASSIGNEE": As defined in Section 9.1.

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

"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 SF Tech Fund II, LLC and CD Tech Fund 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, Stephen Friedman, Taravest Partners, and Charles A. Davis or 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 of 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, (C) mailed by overnight or next day express mail, or (D) sent by facsimile or email transmission and followed by a written or verbal confirmation of receipt by a General Partner or MMC Capital, as follows: (1) if to 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 or email transmission followed by confirmation of receipt, shall be deemed to have been made when given (and, in the case of facsimile or email, when sent PROVIDED that confirmation is obtained in accordance with clause (d) hereof). Notices mailed in 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 their 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 STATE OF DELAWARE, ALL RIGHTS AND REMEDIES BEING GOVERNED BY DELAWARE 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, without limitation, 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 and (d) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to such Partner, 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 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. To the fullest extent permitted by law, the obligations of each Partner pursuant to Section 4.4, 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 State of Delaware, 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, that the General Partners deem appropriate to form, qualify or continue the Partnership as a limited partnership in the State of Delaware 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 certificate of cancellation 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, Minimum Ordinary Points, Minimum Special 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 State of Delaware, the State of Connecticut, the State of New York 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 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 Ordinary Points, Minimum Special Points, Ordinary Points and Special Points allocated with respect to any Portfolio Investment, Capital Contribution, obligations pursuant to Section 4.4, 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.

12.12 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the Partners 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.

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 their Capital Commitments in the spaces below provided next to their names.

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

Title:

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

Title:

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

Title:

LIMITED PARTNERS

EXECUTION COPY

MMC CAPITAL C&I GP, L.P.
(a Delaware limited partnership)

LIMITED PARTNERSHIP AGREEMENT

Dated as of April 7, 2000

                                TABLE OF CONTENTS

SECTION                                                                   PAGE
                                    ARTICLE I

                               ORGANIZATION, ETC.

1.1       FORMATION..........................................................1
1.2       NAME AND OFFICES...................................................2
1.3       FISCAL YEAR........................................................2

                                   ARTICLE II

                               PURPOSES AND POWERS

2.1       PURPOSES...........................................................3
2.2       POWERS OF THE PARTNERSHIP..........................................3

                                   ARTICLE III

                         CAPITAL CONTRIBUTIONS; CAPITAL

                              ACCOUNTS; ALLOCATIONS

3.1       CAPITAL CONTRIBUTIONS..............................................4
3.2       CAPITAL ACCOUNTS...................................................4
3.3       ADJUSTMENTS TO CAPITAL ACCOUNTS....................................4
3.4       SHARING OF CARRIED INTEREST; POINTS................................5
3.5       ALLOCATIONS........................................................5
3.6       TAX MATTERS........................................................7
3.7       EXCUSED INVESTMENT.................................................7
3.8       ESTATE PARTNERS....................................................7

4.1       WITHDRAWAL OF CAPITAL..............................................8
4.2       DISTRIBUTIONS......................................................8
4.3       HOLDBACK FOR TIER 2 PARTNERS .....................................10
4.4       RETURN OF DISTRIBUTIONS...........................................10
4.5       LIMITATIONS ON DISTRIBUTIONS......................................11
4.6       WITHHOLDING.......................................................12

5.1       PARTNERS..........................................................12
5.2       THE GENERAL PARTNERS..............................................12
5.3       ABILITY TO BIND THE PARTNERSHIP...................................13
5.4       ACTIONS AND DETERMINATIONS OF THE PARTNERSHIP.....................14
5.5       VOTING............................................................14
5.6       DISCRETION........................................................14

6.1       LIABILITY.........................................................15
6.2       EXCULPATION.......................................................15
6.3       INDEMNIFICATION...................................................16

7.1       BOOKS AND RECORDS..................................................17
7.2       UNITED STATES FEDERAL, STATE AND LOCAL INCOME TAX INFORMATION......17
7.3       REPORTS TO PARTNERS................................................18

8.1       ADMISSION OF ADDITIONAL PARTNERS..................................18
8.2       TRANSFER BY PARTNERS..............................................18
8.3       FURTHER ACTIONS...................................................19

9.1       BECOMING A SPECIAL ASSIGNEE.......................................19
9.2       CONSEQUENCES OF SPECIAL ASSIGNEE STATUS...........................20
9.3       ECONOMIC RIGHTS OF SPECIAL ASSIGNEES..............................20

10.1      DURATION..........................................................23
10.2      WINDING UP........................................................23
10.3      FINAL DISTRIBUTION................................................24
10.4      TIME FOR LIQUIDATION, ETC.........................................24
10.5      TERMINATION.......................................................24
10.6      BANKRUPTCY OF A PARTNER...........................................24
10.7      DEATH, LEGAL INCAPACITY, ETC......................................24

ARTICLE XI

DEFINITIONS

11.1 DEFINITIONS.......................................................25

12.1      NOTICES...........................................................32
12.2      COUNTERPARTS......................................................32
12.3      TABLE OF CONTENTS AND HEADINGS....................................33
12.4      SUCCESSORS AND ASSIGNS............................................33
12.5      SEVERABILITY......................................................33
12.6      GOVERNING LAW.....................................................33
12.7      CONFIDENTIALITY...................................................33
12.8      SURVIVAL OF CERTAIN PROVISIONS....................................33
12.9      WAIVER OF PARTITION...............................................34
12.10     POWER OF ATTORNEY.................................................34
12.11     MODIFICATIONS.....................................................35
12.12     ENTIRE AGREEMENT..................................................36
12.13     FURTHER ACTIONS...................................................36

Schedule A - Form of Partnership Register

This Limited Partnership Agreement (as from time to time amended, supplemented or restated, this "AGREEMENT") of MMC CAPITAL C&I GP, L.P., a Delaware limited partnership (the "PARTNERSHIP"), is made and entered into as of April 7, 2000 among: SF C&I Fund, LLC, a Delaware limited liability company; CD C&I Fund, LLC, a Delaware limited liability company; and Marsh & McLennan C&I GP, Inc., a Delaware corporation ("C&I GP") (collectively, the "GENERAL PARTNERS"); and the Persons identified on the signature pages hereto as Limited Partners (the "INITIAL LIMITED PARTNERS"); and the other Persons from time to time listed as Limited Partners on the Partnership Register (together with the Initial Limited Partners, 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 a limited partnership, organized under the law of the State of Delaware pursuant to the Act and among the General Partners and the Limited Partners; and

WHEREAS, the Partnership was formed on April 7, 2000 by the filing of the Certificate of Limited Partnership of the Partnership (as it may be amended from time to time, the "CERTIFICATE") in the Office of the Secretary of State of the State of Delaware (the "SECRETARY OF STATE").

NOW, THEREFORE, in consideration of the premises and mutual promises contained in this Agreement, the parties hereto agree as follows:

ARTICLE I

ORGANIZATION, ETC.

1.1 FORMATION. (a) GENERAL. The General Partners and the Initial Limited Partners hereby agree to form the Partnership as a limited partnership subject to the terms of this Agreement and under and pursuant to the provisions of the Act and agree that the rights, duties and liabilities of the Partners shall be as provided in the Act, 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 be admitted as General Partners and each of the Initial Limited Partners shall be admitted as a limited 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 and any other documents requested by any of the General Partners are 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, such Partner's name, mailing address, Capital Commitment, total Capital Contributions to date, Minimum Points, Special Percentages 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 maintain the accuracy of the information contained therein. Except as may otherwise be provided herein, 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 "MMC Capital C&I GP, L.P." The registered office of the Partnership in the State of Delaware is initially located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company. At any time, the General Partners may designate another registered agent for service of process and/or registered office upon notice to the Limited Partners in accordance with the terms of this Agreement.

The Partnership shall have its initial principal office for its activities at 20 Horseneck Lane, Greenwich, Connecticut 06830. The General Partners may from time to time have such other office or offices within or without the State of Delaware as may be designated by the General Partners.

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 Act.

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 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 State of Delaware 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.

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 4.2(b)(i) or (II) pursuant to Section 4.2(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. There shall be established on the books and records of the Partnership a capital account (a "CAPITAL ACCOUNT") for each Partner.

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 each item of Net Investment Profit and Net Profit for such Period (allocated in accordance with Section 3.5) and (II) the Capital Contributions, if any, made by such Partner during such Period and (B) decreasing such balance by (I) the amount of cash or the Value of Securities or other property distributed to such Partner pursuant to Article IV or X and (II) such Partner's allocable share of each item of Net Investment Loss and Net Loss for such Period (allocated in accordance with Section 3.5). Each Partner's Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement.

3.4 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 3.4(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 C&I GP, no Points shall be allocated to CD C&I Fund, LLC or to Charles A. Davis in excess of the Minimum Points then listed with respect to such Partner on the Partnership Register and (II) 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 3.4(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.

3.5 ALLOCATIONS. (a) ALLOCATIONS OF NET INVESTMENT PROFIT AND NET INVESTMENT LOSS. Except as otherwise provided herein, allocations shall be made as follows:

(i) The Net Investment Profit or Net Investment Loss for each Period allocated to the Partnership pursuant to section 7.1(b) of the Fund Agreement in respect of any Portfolio Investment shall be allocated to the Partners in proportion to the Capital Contributions used to fund such Portfolio Investment.

(ii) The Net Investment Profit or Net Investment Loss for each Period allocated to the Partnership pursuant to section 7.1(c)(ii) or 7.1(d)(ii) of the Fund Agreement in respect of any Portfolio Investment shall be allocated to the Partners in proportion to their Special Percentages.

(iii) The Net Investment Profit or Net Investment Loss for each Period allocated to the Partnership pursuant to section 7.1(c)(iii) or 7.1(d)(i) of the Fund Agreement in respect of any Portfolio Investment shall be allocated to the Partners in proportion to the number of Points then held by each Partner with respect to such Portfolio Investment, PROVIDED, HOWEVER, that (A) the amount of Net Investment Profit otherwise allocable to M&M Vehicle,

L.P. pursuant to this Section 3.5(a)(iii) shall be reduced, but not below zero, by the aggregate Preferential Allocation Amounts of all Additional Partners indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts and (B) the amount of Net Investment Profit allocated to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts shall be increased by an amount equal to the product of (1) the amount described in clause (A) and (2) the quotient obtained by dividing such Additional Partner's Preferential Allocation Amount by the aggregate Preferential Allocation Amounts of all Additional Partners.

(b) ALLOCATION OF NET PROFIT AND NET LOSS.

(i) The Net Profit or the Net Loss for any Period allocated to the Partnership pursuant to section 7.2(a) of the Fund Agreement in respect of any Bridge Financing shall be allocated among the Partners in proportion to the Capital Contributions of the Partners used to fund such Bridge Financing.

(ii) The Net Profit or the Net Loss for any Period allocated to the Partnership pursuant to section 7.2(b) of the Fund Agreement shall be allocated among the Partners in accordance with their respective Capital Commitments.

(iii) All other Net Profit, if any, and all other Net Loss, if any, for any Period shall be allocated among the Partners in accordance with their respective Capital Commitments.

(c) CAPITAL ACCOUNT DEFICITS. Notwithstanding the foregoing provisions of this Section 3.6, a Partner shall not be allocated his, her of its share of any item of loss or deduction if such Partner's Capital Account is negative or to the extent that such allocation would reduce such Partner's Capital Account below zero. Any item of loss or deduction or portion thereof which, but for the limitation provided in the immediately preceding sentence, would be allocated to a Partner, shall be allocated to each other Partner having a positive balance in his, her or its Capital Account PRO RATA in proportion to such other Partners' Capital Contributions or, if applicable, their Capital Commitments or Points with respect to such item, to the extent of such positive balance, and, if no Partner has a positive balance remaining in his, her or its Capital Account, proportionately to the General Partners. A Partner who would have been allocated an item of loss or deduction but for the limitation provided in the first sentence of this Section 3.6(c) shall thereafter share in items of income or gain only after the other Partners have been allocated 100% of such Partner's share of income and gain to the extent of (and among such other Partners in proportion to) the amount of loss and deduction allocated to such other Partners pursuant to the immediately preceding sentence.

3.6 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. C&I GP 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. Each Partner shall provide to the Partnership upon request such information or forms which the General Partner may reasonably request with respect to the Partnership's compliance with applicable tax laws. The Partnership shall not participate in the establishment of an "established securities market" (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a "secondary market or the substantial equivalent thereof" (within the meaning of section 1.7704-1(c) of the Treasury Regulations) or, in either case, the inclusion of interests in the Partnership thereon. No Partner shall permit the Partnership to elect, and the Partnership shall not elect, to be treated as an association taxable as a corporation for United States federal, state or local income tax purposes under Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state or local law.

3.7 EXCUSED INVESTMENT. Notwithstanding Section 3.1 and 3.5, 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 Capital Contributions of, and allocations to, any Partner and its Estate Partner (including, without limitation, pursuant to Section 4.4) 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 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 4.3. 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 4.2, 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, FURTHER, 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 4.2(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.

(ii) PARTNERSHIP'S CAPITAL INVESTMENT. Distributions received from the Fund with respect to any Portfolio Investment that were distributed to the Partnership based on the Partnership's Sharing Percentage (as defined in the Fund Agreement) for such Portfolio Investment pursuant to section 8.2(b) of the Fund Agreement (including distributions received from the Fund pursuant to section 8.3 of the Fund Agreement (tax distributions) or section 15.2(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 Temporary Investment pursuant to section 8.2(c) or 8.2(d) (including distributions received from the Fund pursuant to section 15.2(a) of the Fund Agreement (liquidating distributions) that are attributable to any Bridge Financing or any Temporary Investment) of the Fund Agreement shall be distributed among the Partners in proportion to their Capital Contributions used to fund such Bridge Financing or Temporary Investment.

(iii) PARTNERSHIP'S CARRIED INTEREST. Subject to Section 4.3, distributions received from the Fund with respect to any Portfolio Investment pursuant to section 8.2(b) of the Fund Agreement that are not described in Section 4.2(b)(ii) (the Partnership's carried interest with respect to such Portfolio Investment) (including distributions received from the Fund pursuant to section 8.3 of the Fund Agreement (tax distributions) or section 15.2(a) of the Fund Agreement (liquidating distributions) that are not described in Section 4.2(b)(ii)) shall be distributed among the Partners in proportion to the number of Points then held by each Partner with respect to such Portfolio Investment, PROVIDED, HOWEVER, that (A) the amount otherwise distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iii) shall be reduced, but no below zero, by the aggregate Preferential Distribution Amounts of all Additional Partners indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts and (B) the amount distributed to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts shall be increased by an amount equal to the product of (1) the amount described in clause (A) and (2) the quotient obtained by dividing such Additional Partner's

Preferential Distribution Amount by the aggregate Preferential Distribution Amounts of all Additional Partners, PROVIDED, HOWEVER, that the aggregate amount distributed to Additional Partners pursuant to clause (B) shall not exceed the aggregate amount previously distributed or currently distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iii) in respect of the Points held by M&M Vehicle, L.P. in excess of 490 Points (determined without giving effect to the first proviso of this Section 4.2(b)(iii)).

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

The General Partners' good faith determination as to whether amounts are described in paragraph (i), (ii), (iii) or (iv) of this Section 4.2, shall, absent manifest error, be final and binding on all Partners.

4.3 HOLDBACK FOR TIER 2 PARTNERS PENDING DISSOLUTION OF THE PARTNERSHIP. Notwithstanding Section 4.2(b), the General Partners may, in their sole discretion, withhold from any distribution to a Tier 2 Partner pursuant to
Section 4.2(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 4.3 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 4.3 shall also be treated as a distribution pursuant to Section 4.2(b)(iii) for all purposes of this Agreement, including without limitation Section 4.4.

4.4 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"), the Partners shall be required to fund the Clawback Amount PRO RATA in proportion to the negative balances in their Capital Accounts. Each Tier 2 Partner's obligation under this Section 4.4 shall first be satisfied from such Tier 2 Partner's Holdback Account established pursuant to Section 4.3, if any. Each Partner shall make contributions to the Partnership in satisfaction of its obligation under this Section 4.4 (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 4.4, C&I GP shall make a contribution to the Partnership equal to such unpaid contribution; if C&I GP has made any such contribution, any amounts recovered from such Tier 2 Partner pursuant to the next succeeding sentence shall be distributed entirely to C&I GP. Notwithstanding the foregoing, a Partner's obligation to make contributions to the Partnership under this Section 4.4 shall survive the dissolution, liquidation, winding up and termination of the Partnership, and for purposes of this Section 4.4, 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 4.4, including instituting a lawsuit to collect such contribution with interest from the date such contribution was required to be paid under this
Section 4.4 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 4.4 to the contrary, a Partner's liability to make contributions to the Partnership under this Section 4.4 shall not exceed the aggregate amount of all distributions received or deemed to have been received by such Partner pursuant to Section 4.2(b)(iii) (excluding distributions received or deemed to have been received pursuant to Section 4.2(b)(iii) that are attributable to such Partner's share of distributions received from the Fund pursuant to section 8.3 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 4.4, as limited by the preceding sentence, the Partners 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 4.4, but subject always to the preceding sentence and with reapplication of this sentence as necessary. The provisions of this Section 4.4 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.

4.5 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 Act or other applicable law, (B) the Partnership shall not make a distribution to any Partner to the extent that after giving effect to such distribution a deficit balance in such Partner's Capital Account would exist and (C) 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.

4.6 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 4.2(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 4.2(b)(iii)) to have received a distribution from the Partnership as of the time such withholding was paid. Unless the General Partners determine otherwise, the withholdings by the Partnership referred to in this Section 4.6 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 Act.

(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 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 II 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 C&I GP) 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, C&I GP.

(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 present and voting at such meeting; PROVIDED that any meeting of the Investment Committee shall require the presence of at least half of the members of the Investment Committee including at least one member representing CD C&I Fund, LLC, one member representing SF C&I Fund, LLC or one member representing C&I GP and, so long as both them shall be members of the Investment Committee, either Robi Blumenstein or Robert Fox.

(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), (II) approve the merger or sale of substantially all of the assets of the Partnership or (III) approve the transfer of all or any portion of the interest of a General Partner in the Partnership.

(g) APPOINTMENT OF C&I GP AGENTS. C&I GP hereby designates and appoints each of: the Chairman and President of C&I GP, the members of the Board of Directors of C&I GP, and the Secretary of C&I GP, as agents of C&I GP (the "CORPORATE AGENTS") to perform all of the duties and functions of C&I GP under this Agreement and as authorized persons within the meaning of the Act, PROVIDED that C&I GP 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 C&I GP.

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 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 Act, 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 Act, 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.

(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, actuaries, 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 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 third 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 in such proportions as shall be determined in good faith by the General Partners to be equitable under the circumstances and, where such obligations arise out of a particular Portfolio Investment, taking into account the proportion in which distributions were made with respect to such Portfolio Investment, 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 Act. 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 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 C&I GP and of a majority of the Tier 1 General Partners, a new general partner may be admitted to the Partnership, PROVIDED that (I) if CD C&I Fund, LLC has become a Special Assignee pursuant to Section 9.1(a), CD C&I Fund, LLC may be replaced by C&I GP with an entity controlled by the then chief executive officer of MMC Capital and (II) subject to the 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 such Partner's 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,

(A) In the case of CD C&I Fund, LLC or Charles A.

Davis, by C&I GP;

(B) In the case of Taravest Partners, SF C&I Fund, LLC or The Stephen Friedman 1999 Family Trust, by a majority of the remaining General Partners; 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;

(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 4.4) 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, such Tier 1 Partner's Minimum Points 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 shall become zero unless:

(A) In the case of CD C&I Fund, LLC or Charles A. Davis, C&I GP shall restore all or a portion of the Minimum Points; or

(B) In the case of Taravest Partners, SF C&I Fund, LLC or The Stephen Friedman 1999 Family Trust, a majority of the then remaining General Partners 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 II shall have the right to purchase or direct 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 II 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 II 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 II 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:

(A) In the case of CD C&I Fund, LLC or Charles A. Davis, such Tier 1 Partner's Minimum Points shall be reduced to zero.

(B) In the case of Taravest Partners, SF C&I Fund, LLC or The Stephen Friedman 1999 Family Trust, such Tier 1 Partner's Minimum Points shall remain unchanged.

(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, such Tier 1 Partner's Minimum Points 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), such Tier 1 Partner's Minimum Points 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:

-------------------------------------------------------------------------------
If the Tier 2 Partner                                       Percentage of
becomes a Special Assignee                             Points that are Forfeited
--------------------------                            -------------------------
During the 12 month period commencing on the later               100%
of April 7, 2000 and the date such Tier 2 Partner
begins employment with MMC Capital.
-------------------------------------------------------------------------------

If the Tier 2 Partner                                       Percentage of
becomes a Special Assignee                            Points that are Forfeited
--------------------------                            -------------------------
During the 12 month period commencing on the first               80%
anniversary of the later of April 7, 2000 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 April 7, 2000 and the
date such Tier 2 Partner begins employment with MMC
Capital.
-------------------------------------------------------------------------------
After the third anniversary of the later of April                40%
7, 2000 and the date such Tier 2 Partner begins
employment with MMC Capital.
-------------------------------------------------------------------------------

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), in no event shall such Tier 2 Partner forfeit more than 40 percentage 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 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 Act.

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 without limitation 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 to the Partners in proportion to, and to the extent of, each Partner's Capital Account, as such Partner's Capital Account has been adjusted pursuant to Articles III and IV.

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 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 Partnership with the Secretary of State.

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 Partnership with the Secretary of State. Such certificate of cancellation 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 Act) 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 Act, and each Partner, by executing this Agreement, agrees to such continuation of the Partnership without dissolution.

ARTICLE XI

DEFINITIONS

10.1 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):

"ACT": the Delaware Revised Uniform Limited Partnership Act, 6 Del. C.ss. 17-701 et seq., as amended, and any successor to such statute.

"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.

"ASSOCIATED": Taravest Partners is Associated with Robert Clements; SF C&I Fund, LLC and The Stephen Friedman 1999 Family Trust are Associated with Stephen Friedman; and CD C&I Fund, LLC is Associated with Charles A. Davis.

"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 the preamble hereto.

"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 the Parent 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 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 4.4.

"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 of 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.

"C&I GP": As defined in the preamble to this Agreement.

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

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

"ESTATE PARTNER": For SF C&I Fund, LLC, The Stephen Friedman 1999 Family Trust; and any other 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": MMC Capital Communications and Information Fund, L.P., a Delaware limited partnership, and it successors and assigns.

"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.

"HOLDBACK ACCOUNT": As defined in Section 4.3.

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

"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 other members designated (and who shall be removable) by a majority of the General Partners, including C&I GP. The members are initially: Charles A. Davis representing CD C&I Fund, LLC; Stephen Friedman representing SF C&I Fund, LLC; and A.J.C. Smith representing C&I GP; and, at the designation of the General Partners, Scott Birnbaum, Robi Blumenstein, Robert Fox, Meryl D. Hartzband, Kevin Mundt, Sandra S. Wijnberg and Randall J. Wolf. 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 C&I GP, 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; and (C) upon the death or resignation of any member designated by the General Partners in accordance with the provisions of the immediately preceding sentence or upon the removal of such member by a majority of the General Partners, including C&I GP, any successor (if any) to such member designated by a majority of the General Partners, including C&I GP.

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

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

"MMC CAPITAL": Marsh & McLennan 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.

"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.

"NET INVESTMENT PROFIT" and "NET INVESTMENT LOSS":

As defined in the Fund Agreement.

"NET PROFIT" and "NET LOSS": For any Period or any Fiscal Year, the net income or net loss of the Partnership for such Period or Fiscal Year (including the Net Profit and Net Loss of the Fund, as such terms are used in the Fund Agreement) other than net income or net loss derived directly or indirectly from Portfolio Investments, determined in accordance with Section 703(a) of the Code, including any items that are separately stated for purposes of Section 702(a) of the Code, as determined in accordance with federal income tax accounting principles with the following adjustments:

(i) any income of the Partnership that is exempt from federal income tax shall be included as income; and

(ii) any expenditures of the Partnership described in Code
Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) shall be treated as current expenses.

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

"PERIOD": The period beginning on the day following any Adjustment Date (or, in the case of the first Period, beginning on the day of formation of the Partnership) and ending on the next succeeding Adjustment Date.

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

"POINTS": As defined in Section 3.4(a).

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

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

"PREFERENTIAL ALLOCATION AMOUNT": With respect to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts, determined only as of the date of an allocation made pursuant to Section 3.5(a)(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 excess of (A) solely with respect to Portfolio Investments made prior to, and disposed of after, the date of admission of such Additional Partner, the amounts that would have previously been allocated to such Additional Partner pursuant to Section 3.5(a)(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 over (B) all amounts previously allocated to such Additional Partner pursuant to Section 3.5(a)(iii)(B).

"PREFERENTIAL DISTRIBUTION AMOUNT": With respect to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts, determined only as of the date of a distribution made pursuant to Section 4.2(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 excess of (A) solely with respect to Portfolio Investments made prior to, and disposed of after, the date of admission of such Additional Partner, the amounts that would have previously been distributed to such Additional Partner pursuant to Section 4.2(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 over (B) all amounts previously distributed to such Additional Partner pursuant to Section 4.2(b)(iii)(C), PROVIDED, HOWEVER, that Section 4.3 shall be disregarded solely for purposes of determining the amounts described in clauses (a) and (b) of this paragraph. For the avoidance of doubt, Section 4.3 shall apply to distributions made pursuant to Section 4.2(b)(iii) (including Section 4.2(b)(iii)(C)).

"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.

"SECRETARY OF STATE": As defined in the preamble hereto.

"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.

"SPECIAL ASSIGNEE": As defined in Section 9.1.

"SPECIAL PERCENTAGE": With respect to any Partner, the percentage set forth opposite the name of such Partner on the Partnership Register under the heading "Special Percentage".

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

"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 SF C&I Fund, LLC and CD C&I Fund, 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, The Stephen Friedman 1999 Family Trust, Taravest Partners, and Charles A. Davis or 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 of 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, (C) mailed by overnight or next day express mail, or (D) sent by facsimile or email transmission and followed by a written or verbal confirmation of receipt by a General Partner or MMC Capital, as follows: (1) if to 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 or email transmission followed by confirmation of receipt, shall be deemed to have been made when given (and, in the case of facsimile or email, when sent provided confirmation is obtained in accordance with clause (d) hereof). Notices mailed in 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 their 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 STATE OF DELAWARE, ALL RIGHTS AND REMEDIES BEING GOVERNED BY DELAWARE 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 without limitation 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 and (D) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to such Partner, 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 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 4.4, 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 State of Delaware, 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, that the General Partners deem appropriate to form, qualify or continue the Partnership as a limited partnership in the State of Delaware 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, 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 State of Delaware, the State of Connecticut, the State of New York 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 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 4.4, 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.

12.12 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the Partners 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.

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 their Capital Commitments in the spaces below provided next to their names.

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


                                            CD C&I Fund, LLC


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


                                            SF C&I Fund, LLC


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

Title:

LIMITED PARTNERS:

Exhibit 10.31

CONFORMED COPY

LIMITED PARTNERSHIP AGREEMENT

OF

MMC C&I EMPLOYEES' SECURITIES COMPANY, L.P.

(a) Delaware Limited Partnership)

Dated as of July 21, 2000

                                TABLE OF CONTENTS

                                                                            PAGE

SECTION 1 - ORGANIZATION, ETC..................................................1

         1.1     FORMATION....................................................1
         1.2     NAME AND OFFICES.............................................1
         1.3     PURPOSES.....................................................2
         1.4     TERM.........................................................2
         1.5     FISCAL YEAR..................................................2
         1.6     PARTNERSHIP POWERS...........................................3

SECTION 2 - THE GENERAL PARTNER................................................4

         2.1     MANAGEMENT...................................................4
         2.2     LIMITATIONS ON THE GENERAL PARTNER...........................4
         2.3     RELIANCE BY THIRD PARTIES....................................5
         2.4     EXPENSES.....................................................5
         2.5     OTHER ACTIVITIES OF THE PARTNERS AND MANAGER.................5
         2.6     LIABILITY OF THE GENERAL PARTNER AND THE MANAGER.............7
         2.7     CONFLICTS OF INTEREST........................................8

SECTION 3 - LIMITED PARTNERS...................................................9

         3.1     ELIGIBILITY..................................................9
         3.2     NO PARTICIPATION IN MANAGEMENT, ETC..........................9
         3.3     LIMITATION OF LIABILITY......................................9
         3.4     NO PRIORITY, ETC.............................................9
         3.5     FURTHER ACTIONS OF THE LIMITED PARTNERS......................9

SECTION 4 - INVESTMENTS.......................................................10

         4.1     INVESTMENTS IN PORTFOLIO COMPANIES...........................0
         4.2     SPECIAL INVESTMENT VEHICLE...................................0
         4.3     TEMPORARY INVESTMENTS........................................1

                                       ii

SECTION 5 - CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS.....................11

         5.1     CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS
                 OF THE PARTNERS..............................................11
         5.2     LIMITED PARTNERS WITH ADVERSE EFFECTS........................11
         5.3     DEFAULTING PARTNER...........................................11
         5.4     FURTHER ACTIONS..............................................12
         5.5     EXCUSED INVESTMENTS..........................................12

SECTION 6 - CAPITAL ACCOUNTS; DISTRIBUTIONS...................................13

         6.1     CAPITAL ACCOUNTS.............................................13
         6.2     ADJUSTMENTS TO CAPITAL ACCOUNTS..............................13
         6.3     DISTRIBUTIONS................................................13
         6.4     OVERRIDING PROVISION.........................................13
         6.5     DISTRIBUTIONS IN KIND........................................13
         6.6     NEGATIVE CAPITAL ACCOUNTS....................................14
         6.7     NO WITHDRAWAL OF CAPITAL.....................................14
         6.8     ALLOCATIONS..................................................14
         6.9     TAX MATTERS..................................................14
         6.10    WITHHOLDING TAXES............................................15
         6.11    FINAL DISTRIBUTION...........................................16

SECTION 7 - THE MANAGER.......................................................16

SECTION 8 - BANKING, CUSTODY OF SECURITIES, ACCOUNTING,
            BOOKS AND RECORDS, ADMINISTRATIVE SERVICES........................17

         8.1     BANKING; CUSTODY OF SECURITIES...............................17
         8.2     MAINTENANCE OF BOOKS AND RECORDS; ACCESS.....................17
         8.3     PARTNERSHIP TAX RETURNS......................................18

SECTION 9 - REPORTS TO PARTNERS, ANNUAL MEETING, VALUATIONS...................18

         9.1     INDEPENDENT AUDITORS.........................................18
         9.2     PARTNERSHIP REPORTS TO LIMITED PARTNERS......................18
         9.3     UNITED STATES FEDERAL INCOME TAX INFORMATION.................18
         9.4     ANNUAL MEETING...............................................18
         9.5     VALUATION....................................................18

                                      iii

SECTION 10 - INDEMNIFICATION OF PARTNERS......................................19

         10.1    INDEMNIFICATION OF GENERAL PARTNER, ETC......................19
         10.2    EXPENSES, ETC................................................20
         10.3    NOTICES OF CLAIMS, ETC.......................................21
         10.4    NO WAIVER....................................................21
         10.5    RETURN OF DISTRIBUTIONS......................................21
         10.6    INDEMNIFICATION OF COVERED PERSONS...........................21

SECTION 11 - TRANSFER OF LIMITED PARTNERSHIP INTERESTS;
             WITHDRAWAL OF LIMITED PARTNERS...................................22

         11.1    ADMISSION, SUBSTITUTION AND WITHDRAWAL OF LIMITED
                 PARTNERS; ASSIGNMENT IN THE EVENT OF DEATH OR
                 MENTAL INCOMPETENCE..........................................22
         11.2    ADDITIONAL LIMITED PARTNERS..................................25
         11.3    MULTI-FUND AND MULTI-VEHICLE ADJUSTMENTS.....................27
         11.4    TERMINATION OF EMPLOYMENT....................................28
         11.5    TRANSFER OR WITHDRAWAL BY THE GENERAL PARTNER................28

SECTION 12 - DEATH, INCOMPETENCY OR BANKRUPTCY
             OR DISSOLUTION OF PARTNERS.......................................29

         12.1    BANKRUPTCY OR DISSOLUTION OF THE GENERAL PARTNER.............29
         12.2    DEATH, INCOMPETENCY, BANKRUPTCY, DISSOLUTION OR
                 WITHDRAWAL OF A LIMITED PARTNER..............................29

SECTION 13 - DISSOLUTION AND TERMINATION OF PARTNERSHIP.......................30

         13.1    DISSOLUTION..................................................30
         13.2    DISTRIBUTION UPON DISSOLUTION................................31
         13.3    DISTRIBUTIONS IN CASH OR IN KIND.............................31
         13.4    TIME FOR LIQUIDATION, ETC. ..................................32
         13.5    GENERAL PARTNER AND MEMBERS OF MMC NOT PERSONALLY
                 LIABLE FOR RETURN OF CAPITAL CONTRIBUTIONS...................32
         13.6    REORGANIZATION OF THE PARTNERSHIP............................33

SECTION 14 - DEFINITIONS......................................................35

SECTION 15 - AMENDMENTS.......................................................42

                                       iv

SECTION 16 - MISCELLANEOUS PROVISIONS.........................................42

         16.1    NOTICES......................................................42
         16.2    COUNTERPARTS.................................................43
         16.3    TABLE OF CONTENTS AND HEADINGS...............................43
         16.4    SUCCESSORS AND ASSIGNS.......................................43
         16.5    SEVERABILITY.................................................43
         16.6    NON-WAIVER...................................................44
         16.7    APPLICABLE LAW (SUBMISSION TO JURISDICTION)..................44
         16.8    CONFIDENTIALITY..............................................44
         16.9    SURVIVAL OF CERTAIN PROVISIONS...............................44
         16.10   WAIVER OF PARTITION..........................................45
         16.11   CURRENCY.....................................................45
         16.12   ENTIRE AGREEMENT.............................................45

SCHEDULE A - INVESTMENT OBJECTIVE, POLICIES AND PROCEDURES

This Communications and Information Limited Partnership Agreement
(this "AGREEMENT") of MMC C&I EMPLOYEES' SECURITIES COMPANY, L.P., a Delaware limited partnership (the "PARTNERSHIP"), is made and entered into as of this July 21, 2000. Certain capitalized terms used herein without definition have the meanings specified in Section 14.

SECTION 1

ORGANIZATION, ETC.

1.1 FORMATION. The General Partner, the Initial Limited Partner and the Persons from time to time listed as limited partners on the records of the Partnership (in their capacities as limited partners of the Partnership, the "LIMITED PARTNERS", and the General Partner and the Limited Partners being herein referred to collectively as the "PARTNERS", both such terms to include any Person hereafter admitted to the Partnership as a Limited Partner or a General Partner, as the case may be, in accordance with the terms hereof, and to exclude any Person that ceases to be a Partner in accordance with the terms hereof), hereby agree to form the Partnership as a limited partnership under and pursuant to the provisions of the Act and agree that the rights, duties and liabilities of the Partners shall be as provided in the Act, except as otherwise provided herein. Immediately following the admission of the first Limited Partner, the Initial Limited Partner shall have his original capital contribution returned to him, shall cease to be a partner of the Partnership and shall have no further rights or claims against or obligations as a partner of, the Partnership. A Person shall be admitted as a limited partner of the Partnership at the time that (A) this Agreement and a Subscription Agreement (together with a Power of Attorney, an Eligibility Questionnaire and an Election and Information Form, in each case, in the form attached to the Subscription Agreement) or counterparts thereof are executed by or on behalf of such Person and are accepted by the General Partner and (B) such Person is listed by the General Partner as a Limited Partner in the Partnership Register. The General Partner shall cause to be maintained in the registered and principal office of the Partnership a register of limited partnership interests of the Partnership setting forth the name, mailing address, capital commitment and group (as set forth in Section 3.1) of each Partner (the "Partnership Register"). The Partnership Register shall from time to time be updated as necessary to maintain the accuracy of the information contained therein. Except as may otherwise be provided herein, 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 subject to the terms of this Agreement, the General Partner may authorize any action permitted hereunder in respect of the Partnership Register without any need to obtain the consent of any other Partner.

1.2 NAME AND OFFICES. The name of the Partnership is MMC C&I Employees' Securities Company, L.P. The Partnership shall have its registered office in the State of Delaware, MMC C&I Employees' Securities Company, L.P. care of: Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801, at

which shall be kept the records required to be maintained under the Act, at which the service of process on the Partnership may be made and to which all notices and communications may be addressed. The General Partner may change the registered office of the Partnership in the State of Delaware or the registered agent for service of process on the Partnership at anytime. The Partnership shall have its initial principal office for its activities at 20 Horseneck Lane, Greenwich, Connecticut 06830, United States of America. The General Partner may designate from time to time another office within or without the United States as the Partnership's principal office for its investment activities. The Partnership may from time to time have such other office or offices within or without the State of Delaware, as may be designated by the General Partner.

1.3 PURPOSES. Subject to the other provisions of this Agreement, the purposes and business of the Partnership are to co-invest with MMC Capital Communications and Information Fund L.P., a Delaware limited partnership (the "INSTITUTIONAL FUND" and, together with any other investment funds organized by MMC or its Affiliates which are authorized to co-invest with the Institutional Fund in Portfolio Companies (the "PARALLEL FUNDS")), and to acquire, hold, sell or otherwise dispose of Securities in accordance with and subject to the investment objectives, policies and procedures referred to in Schedule A attached hereto (the "INVESTMENT GUIDELINES") and the other provisions of this Agreement, and to engage in such other activities as the General Partner deems necessary, advisable, convenient or incidental thereto, to engage in any business which may lawfully be conducted by a limited partnership formed pursuant to the Act and to carry on any business relating thereto or arising therefrom, including anything incidental, ancillary or necessary to the foregoing.

1.4 TERM. The term of the Partnership commenced on the date set forth in the Certificate of limited partnership (as it may be amended from time to time, the "CERTIFICATE") which was filed in the Office of the Secretary of State of the State of Delaware (the "SECRETARY OF STATE") and shall continue, unless the Partnership is sooner dissolved, until the end of the term of the Institutional Fund, including as such term is extended pursuant to the Institutional Fund Agreement (such term of the Partnership, as so extended, being referred to as the "TERM"), PROVIDED, that the General Partner in its sole discretion may extend such Term and PROVIDED FURTHER that the Partnership shall continue after the last calendar day of the Term solely for purposes of Section
10.1. Notwithstanding the expiration of the Term, the Partnership shall continue as a separate legal entity until cancellation of the Certificate in accordance Partnership is filed in accordance with Section 13.4 and in the manner provided in the Act.

1.5 FISCAL YEAR. The Fiscal Year of the Partnership 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 partnership accounting purposes.

1.6 PARTNERSHIP POWERS. In furtherance of the purposes specified in Section 1.3 and without limiting the generality of Section 2.1, the Partnership and the General Partner, acting on behalf of the Partnership or on its own behalf and in its own name, as appropriate, shall be empowered to do or cause to be done any and all acts deemed by the General Partner, in its sole judgment, to be necessary, advisable, appropriate, proper, convenient or incidental to or for the furtherance of the purposes of the Partnership including, without limitation, the power and authority:

(a) to acquire, hold, manage, own and Transfer the Partnership's interests in Securities or any other investments made or other property or assets held by the Partnership, in accordance with and subject to the Investment Guidelines;

(b) to establish, have, maintain or close one or more offices within or without the State of Delaware and in connection therewith to rent or acquire office space and to engage personnel;

(c) to open, maintain and close bank and brokerage (including, without limitation, margin) accounts, including, without limitation, to draw checks or other orders for the payment of moneys, to exchange U.S. dollars held by the Partnership into non-U.S. currencies and vice versa, to enter into currency forward and futures contracts, to hedge Portfolio Investments, and to invest such funds in Temporary Investments;

(d) to bring, defend, settle and dispose of actions, Proceedings at law or in equity or before any Governmental Authority;

(e) to retain and remove consultants, custodians, attorneys, placement agents, accountants, actuaries and such other agents and employees of the Partnership as it may deem necessary or advisable, and to authorize each such agent and employee to act for and on behalf of the Partnership;

(f) to retain the Manager, as contemplated by Section 7, to render investment advisory and managerial services to the Partnership, PROVIDED that such retention shall not relieve the General Partner of any of its obligations hereunder;

(g) to cause the Partnership to enter into and carry out the terms of the Subscription Agreements without any further act, approval or vote of any Partner (including, without limitation, any agreements to induce any Person to purchase a limited partnership interest);

(h) to make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may, in the sole judgment of the General Partner, be necessary, appropriate, desirable or convenient for the acquisition, holding or disposition of Securities for the Partnership;

(i) to enter into, deliver, perform and carry out contracts and agreements of every kind necessary or incidental to the offer and sale of limited partner interests in the Partnership, to the acquisition, holding and Transfer of Securities, or otherwise, to the accomplishment of the Partnership's purposes, and to take or omit to take such other action in connection with such offer and sale, with such acquisition, holding or Transfer, or with the business of the Partnership as may be necessary, desirable or convenient to further the purposes of the Partnership;

(j) to borrow money and to issue guarantees; and

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

SECTION 2

THE GENERAL PARTNER

2.1 MANAGEMENT. The management, control and operation of and the determination of policy with respect to the Partnership and its affairs shall be vested exclusively in the General Partner (acting directly or through its duly appointed agents), which is hereby authorized and empowered on behalf and in the name of the Partnership, subject to Section 2.2 and the other terms of this Agreement, to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable, convenient or incidental thereto. The General Partner may exercise on behalf of the Partnership, and may delegate to the Manager, all of the powers set forth in
Section 1.6, PROVIDED, that the management and the conduct of the activities of the Partnership shall remain the sole responsibility of the General Partner and all decisions relating to the selection and disposition of the Partnership's investments shall be made exclusively by the General Partner in accordance with this Agreement and subject to the Investment Guidelines. The General Partner is hereby authorized to appoint a successor general partner.

2.2 LIMITATIONS ON THE GENERAL PARTNER. The General Partner shall not:

(a) do any act in contravention of any applicable law or regulation, or any provision of this Agreement or of the Certificate;

(b) possess Partnership property for other than a Partnership purpose;

(c) admit any Person as a general partner of the Partnership except as permitted by this Agreement and the Act;

(d) admit any Person as a Limited Partner except as permitted by this Agreement and the Act;

(e) Transfer its interest in the Partnership except as permitted by this Agreement and the Act; or

(f) permit the registration or listing of interests in the Partnership on an "established securities market," as such term is used in Treasury Regulations section 1.7704-1.

2.3 RELIANCE BY THIRD PARTIES. In dealing with the General Partner and its duly appointed agents (including, without limitation, the Manager), no Person shall be required to inquire as to the General Partner's or any such agent's authority to bind the Partnership.

2.4 EXPENSES. (a) All expenses relating to the organization of the Partnership shall be paid on or shortly after the initial Closing Date by the Partnership and shall be allocated to all Partners in proportion to their Capital Commitments.

(b) The Partnership shall not pay a management fee to the General Partner or the Manager, nor shall it pay a carried interest to the General Partner, the Manager, the Institutional Fund or the Investment Professionals.

(c) The Partnership shall pay its PRO RATA share of actual out-of-pocket expenses of investigating potential investment opportunities and monitoring portfolio companies, such as travel, legal, auditing, consulting, accounting, actuarial and other professional fees or third-party expenses, in all cases to the extent not reimbursed by others. The Partnership shall pay all extraordinary expenses (such as litigation) and all costs and expenses relating to the Partnership's activities, including, but not limited to, legal, auditing, consulting, accounting, tax preparation, custodial fees and costs of reports to and meetings of the Partners.

2.5 OTHER ACTIVITIES OF THE PARTNERS AND MANAGER. (a) CERTAIN OTHER RELATIONSHIPS. MMC, the General Partner, the Manager and any of their respective Affiliates may organize or sponsor private investment funds, including, without limitation, funds having primary investment objectives and policies substantially the same as those of the Partnership.

(b) ALLOCATION OF INVESTMENT OPPORTUNITIES. Subject to the terms of this Agreement, the opportunity to invest in companies shall be allocated in the good faith judgment of the Manager in a manner that the Manager determines, in its sole discretion, is appropriate

under the circumstances. The Partnership shall invest in a company only if the Manager and the General Partner shall have determined, in the exercise of their respective good faith judgment, that the investment in any such company is consistent with the Investment Guidelines. The Manager shall not be obligated to allocate any particular investment opportunity to the Partnership.

(c) CERTAIN CONTRACTS. Subject to the other provisions of this Agreement, the General Partner and the Manager may cause the Partnership to enter into contracts and transactions with the General Partner, the Manager, MMC or any of their respective Affiliates, PROVIDED that the General Partner and the Manager shall have determined in the exercise of their respective good faith judgment that the terms of any such contract or transaction are commercially reasonable to the Partnership. Notwithstanding any provision of this Agreement to the contrary, neither the General Partner, MMC, the Partnership nor their Affiliates, as the case may be, may acquire, invest in, hold or sell securities or enter into contracts or transactions otherwise prohibited by this Section 2.

(d) CERTAIN COINVESTMENTS. Notwithstanding any other provisions of this Agreement, the Partnership shall coinvest with the Parallel Funds in the securities of each portfolio company acquired by the Partnership and the Parallel Funds, on the same terms and at the same time, in an amount determined, to the extent practicable, subject to the last sentence of this Section 2.5(d), on the basis of Capital Commitments of the Partnership and the committed capital of the Parallel Funds, in each case as estimated in the good faith judgment of the General Partner. The allocation of investment opportunities pursuant to this
Section 2.5(d) shall be made, and investments by the Partnership shall be made and disposed of, in a manner determined in the discretion of the Manager to be in accordance with Section 4.5 of the Institutional Fund Agreement.

(e) PRINCIPAL TRANSACTIONS. Except as permitted under the Institutional Fund Agreement, none of Manager and the General Partner shall (I) purchase any security from or sell any security to the Partnership or (II) acquire, invest in or hold any securities of a Portfolio Company except to the extent permitted under the Institutional Fund Agreement, PROVIDED THAT the Partnership may purchase or dispose of a portion of an investment at the acquisition cost of such investment plus an additional amount calculated at a rate per annum equal to the Prime Rate plus 200 basis points from the date of such acquisition, so that such investment shall be held, to the extent practicable, by the Parallel Funds in proportion to their respective capital commitments.

(f) OTHER RESTRICTIONS. Notwithstanding any other provision of this Agreement, the Partnership's investment activities shall at all times be conducted in accordance with the conditions of any order under Section 6(b) of the Investment Company Act that is from time to time applicable to the Partnership. Each proposed transaction involving the Partnership otherwise prohibited by Section 17(a) or Section 17(d) of the Investment Company Act and

Rule 17d-1 thereunder (the "SECTION 17 TRANSACTIONS") shall be effected only if the General Partner makes such determinations as are required by any such order.

The General Partner shall record and preserve a description of such affiliated transactions, its findings, the information or materials upon which its findings are based and the basis therefor. All such records shall be maintained for the life of the Partnership and at least two years thereafter. In connection with
Section 17 Transactions, the General Partner shall adopt, and periodically review and update, procedures designed to ensure that reasonable inquiry is made, prior to the consummation of any such transaction, with respect to the possible involvement in the transaction of any affiliated person or promoter of the Partnership, affiliated person of such a person, promoter, or principal underwriter. In any case where purchases or sales in Section 17 Transactions are made from or to an entity affiliated with the Partnership by reason of a 5% or more investment in such entity by a director, officer or employee of MMC, such individual shall not participate in the General Partner's determination of whether or not to effect such purchase or sale.

The agreements governing the Parallel Funds may include restrictions on activities of MMC that would otherwise be permitted without restriction under this Section 2.5, or may subject such activities to conditions. The General Partner shall afford the Partnership the benefits of any such restrictions or conditions to the extent appropriate.

2.6 LIABILITY OF THE GENERAL PARTNER AND THE MANAGER. (a) Except as provided in the Act, the General Partner has the powers, duties, responsibilities and liabilities of a partner in a partnership without limited partners (I) to the Partnership and the other Partners and (II) to Persons other than the Partnership and the other Partners. No Covered Person shall be liable to the Partnership or any Partner for any act or omission taken or suffered by any such Covered Person in good faith. No Partner shall be liable to the Partnership or any Partner for any action taken by any other Partner. To the extent that, at law or in equity, a Covered Person has duties and liabilities to the Partnership or to the Partners, such Covered Person acting under this Agreement or otherwise shall not be liable to the Partnership or any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expressly restrict, replace or modify the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to restrict, replace or modify such other duties and liabilities of such Covered Person. Except as otherwise expressly provided in this Agreement, the general partner shall not be liable for the return of all or any portion of the Limited Partner's Capital Accounts or Capital Contributions.

(b) RELIANCE. A Covered Person (I) shall incur no liability in acting upon any signature or writing believed by such Covered Person to be genuine, (II) 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 (iii) 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, actuaries, auditors and other skilled Persons of its choosing, and shall not be liable for anything done, suffered or omitted in good faith 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 officers of such Covered Person. Except as otherwise provided in this Section 2.6, 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. No Covered Person shall be liable for the return to any Limited Partner of all or any portion of any Limited Partner's Capital Account or Capital Contributions except as otherwise provided herein.

(c) DISCRETION. Whenever in this Agreement the General Partner or the Manager is permitted or required to make a decision (I) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude, the General Partner or the Manager, as the case may be, shall be entitled to consider only such interests and factors as it deems appropriate, including, without limitation, its interests, or (II) in its "good faith" or under another expressed standard, the General Partner or the Manager, as the case may be, 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 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 specifically provided for in this Agreement or the Act, or with respect to the interpretation of this Agreement, the General Partner is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in good faith, and its determination and interpretation so made shall be final and binding on all parties.

2.7 CONFLICTS OF INTEREST. (a) POTENTIAL CONFLICTS OF INTEREST. While the Manager and the General Partner intend to avoid situations involving conflicts of interest, each Limited Partner acknowledges that there may be situations in which the interests of the Partnership, with respect to a Portfolio Company or otherwise, may conflict with the interests of the General Partner, the Investment Professionals, the Manager or their respective Affiliates, including the conflicts of interest identified in the Memorandum. Each Limited Partner agrees that the activities of the General Partner, the Investment Professionals, the Manager and their respective Affiliates specifically authorized by or described in this Agreement may be engaged in by the General Partner, any Investment Professionals, the Manager or any such Affiliate, as the case may be, and shall not, in any case or in the aggregate, be deemed a breach of this Agreement or any duty owed by any such Person to the Partnership or to any Partner.

(b) ACTUAL CONFLICTS OF INTEREST. On any issue involving actual conflicts of interest not provided for elsewhere in this Agreement, the Manager and the General Partner shall be guided by its good faith judgment as to the best interests of the Partnership, and shall take such actions as are determined by it to be necessary or appropriate to ameliorate the conflicts of interest. Neither the General Partner nor the Manager nor any of their respective Affiliates shall have any liability to the Partnership or any Limited Partner in respect of actions in

respect of such matter taken in good faith by them in the pursuit of their own respective interests.

SECTION 3

LIMITED PARTNERS

3.1 ELIGIBILITY. Each Limited Partner must, as a condition of partnership, qualify as an Eligible Employee (as determined by the General Partner or Manager in its sole discretion).

3.2 NO PARTICIPATION IN MANAGEMENT, ETC. No Limited Partner, in its capacity as a limited partner of the Partnership, shall take part in the management or control of the Partnership's affairs, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. No Limited Partner shall have the right to vote for the election, removal or replacement of the General Partner.

3.3 LIMITATION OF LIABILITY. Except as may otherwise be provided herein or by the Partnership Law, the liability of each Limited Partner is limited to its Capital Commitment.

3.4 NO PRIORITY, ETC. No Limited Partner shall have priority over any other Limited Partner either as to the return of the amount of its Capital Contribution to the Partnership, or as to any allocation of income, gain, deduction or loss.

3.5 FURTHER ACTIONS OF THE LIMITED PARTNERS. Each Limited Partner shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the General Partner in connection with the formation of the Partnership and the achievement of its purposes, including, without limitation, (A) any documents that the General Partner deems necessary or appropriate to form, qualify or continue the Partnership as a limited partnership in all jurisdictions in which the Partnership has an office or 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.

SECTION 4

INVESTMENTS

4.1 INVESTMENTS IN PORTFOLIO COMPANIES. (a) CO-INVESTMENT. The Partnership shall co-invest with the Parallel Funds in a manner determined in the sole discretion of the Manager to be in accordance with Section 4.5 of the Institutional Fund Agreement.

(b) REINVESTMENT. Proceeds from the disposition of Portfolio Investments may be reinvested by the General Partner to the same extent that the general partner of the Institutional Fund is permitted by the Institutional Fund Agreement to reinvest proceeds from the disposition of portfolio investments Fund. In addition, proceeds from the disposition of a Portfolio Investment or Temporary Investment that would otherwise be required to be distributed to the Partners, other than amounts distributed in the discretion of the General Partner to enable Partners to discharge their income tax liabilities with respect to such Portfolio Investment or Temporary Investment, may be used by the Partnership to make Portfolio Investments, PROVIDED that such amounts shall be treated for all purposes under this Agreement as if they were distributed to the Partners pursuant to Section 6.3, on the date such Portfolio Investment or Temporary Investment was disposed of by the Partnership and thereafter drawn down as Capital Contributions pursuant to Section 5.1.

(c) PARTICIPATION. The Partners shall participate in Portfolio Investments in proportion to their Available Capital Commitments.

4.2 SPECIAL INVESTMENT VEHICLE. If the General Partner determines for legal, tax, regulatory or other reasons that it is appropriate for any or all of the Partners to participate in one or more investments, each of which would be a Portfolio Investment if it were made by the Partnership, through an entity other than the Partnership, the General Partner may structure the making of such investment or investments outside of the Partnership by requiring each such Partner to contribute capital to an alternative entity (each, a "SPECIAL INVESTMENT VEHICLE") that, in lieu of the Partnership, shall invest in such investment or investments. In such event, (I) each such Partner shall make a capital commitment directly to such Special Investment Vehicle and such capital commitment shall reduce the Capital Commitments of such Partner to the same extent, and (II) each Limited Partner shall participate in the Special Investment Vehicle pursuant to the Power of Attorney executed by such Limited Partner, and documentation with respect to such Special Investment Vehicle shall be executed and delivered on behalf of each such Limited Partner by the General Partner pursuant to such Power of Attorney. The economic terms of the organizational documents of any Special Investment Vehicle shall be substantially similar in all material respects to those of the Partnership.

4.3 TEMPORARY INVESTMENTS. The General Partner may invest funds held by the Partnership in Temporary Investments pending investment in Portfolio Investments, pending distribution or for any other purpose.

SECTION 5

CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS

5.1 CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS OF THE PARTNERS. (a) Subject to Sections 5.5 and 10.1(b), each Limited Partner shall make Capital Contributions to the Partnership in the aggregate amount of their respective Capital Commitments as set forth in the Election and Information Form attached to such Limited Partner's Subscription Agreement and as reflected in the records of the Partnership.

(b) Such Capital Contributions shall be drawn down in one installment (100% of such Limited Partner's Capital Commitment) and shall be paid in U.S. dollar amounts on the initial Closing Date. Subsequent capital installments (to the extent amounts are returned and subject to draw down in accordance with the terms hereof) shall be paid in separate Drawdowns in the sole discretion of the General Partner, subject to the following terms and conditions:

(i) The General Partner shall provide each Limited Partner with a notice (the "DRAWDOWN NOTICE") at least thirty days prior to the date of Drawdown.

(ii) Each Partner shall pay to the Partnership the Capital Contribution of such Partner as specified in the Drawdown Notice in cash or other immediately available funds, by the date specified in the Drawdown Notice.

5.2 LIMITED PARTNERS WITH ADVERSE EFFECTS. If at any time the General Partner determines (after consultation with counsel reasonably satisfactory to the General Partner) that there is a reasonable likelihood that the continuing participation in the Partnership by any Limited Partner might have a Material Adverse Effect on the Partnership or any Portfolio Company, such Limited Partner shall, upon the written request of the General Partner, use its best efforts to dispose of its entire interest in the Partnership (or such portion of its interest that, in the sole discretion of the General Partner, is sufficient to prevent or remedy a Material Adverse Effect) to any Person (including, without limitation, the General Partner) at a price reasonably acceptable to such Limited Partner, in a transaction that complies with Section 11.1.

5.3 DEFAULTING PARTNER. If any Limited Partner fails to contribute, in a timely manner, any portion of the Capital Commitment required to be contributed by such Limited Partner hereunder or pursuant to such limited partner's Subscription Agreement and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "DEFAULT"), then such Limited Partner (a) "DEFAULTING Partner") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section 5.3. The General Partner may choose not to designate any Limited Partner as a Defaulting

Partner and may agree to waive or permit the cure of any Default by a Limited Partner, subject to such conditions as the General Partner and the Defaulting Partner may agree upon. In the event that a Limited Partner becomes a Defaulting Partner, (I) such Defaulting Partner's Remaining Capital Commitment shall be deemed to be zero (the "Defaulted commitments"), (II) such Defaulting Partner shall have no interest in future Portfolio Investments and no right to contribute capital to future Portfolio Investments, and (III) such defaulting Limited Partner shall be entitled to receive only one-half of the total distributions (including, without limitation, distributions previously made) that it would have been entitled to receive had it not become a Defaulting Partner, with the other one-half of such distributions to be applied when and as amounts become distributable, FIRST to the Partnership in an amount equal to the Partnership Expenses, and SECOND, to all Partners other than Defaulting Partners in accordance with their respective Capital Commitments; PROVIDED, that the General Partner, MMC, or any of their respective Affiliates shall have an option to assume the Remaining Capital Commitments of the Defaulting Partner. The General Partner shall make such adjustments, including, without limitation, adjustments to the Capital Accounts of the Partners (including, without limitation, the Defaulting Partners), as it determines to be appropriate to give effect to the provisions of this Section 5.3. On any date following a Default by a Defaulting Partner, such Defaulting Partner shall be required to pay to the Partnership all amounts that such Defaulting Partner would be required to contribute to the Partnership if the Partnership were dissolved as of such date (and its assets liquidated at fair market value as of the most recent valuation date). Notwithstanding any other provision of this Section 5.3, the obligations of any Defaulting Partner to the Partnership hereunder shall not be extinguished as a result of the transactions contemplated by this Section 5.3. Whenever the vote, consent or decision of a Limited Partner or of the Limited Partners is required or permitted pursuant to this Agreement or under the Act, a Defaulting Partner shall not be entitled to participate in such vote or consent, or to make such decision, and such vote, consent or decision shall be tabulated or made as if such Defaulting Partner were not a Limited Partner.

5.4 FURTHER ACTIONS. To the extent deemed necessary in the sole discretion of the General Partner, the General Partner shall cause this Agreement to be amended, without the need for any further act, vote or approval of any other Partner or Persons, to reflect as appropriate the occurrence of any of the transactions referred to in this Section 5 or in Section 11.

5.5 EXCUSED INVESTMENTS. The General Partner may, in its sole discretion, excuse any Limited Partner from participation in any investment of the Company if the General Partner has determined, in its sole discretion, that such investment may constitute a conflict of interest for such Limited Partner.

SECTION 6

CAPITAL ACCOUNTS; DISTRIBUTIONS

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

6.2 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 each item of the Partnership's income and gain for such Period (allocated in accordance with
Section 6.8) and (II) the Capital Contributions, if any, made by such Partner during such Period and (b) decreasing such balance by (I) the amount of cash or the Value of Securities or other property distributed or deemed distributed to such Partner pursuant to Sections 6 or 13 and (II) such Partner's allocable share of each item of the Partnership's deduction or loss for such Period (allocated in accordance with Section 6.8). Each Partner's Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement.

6.3 DISTRIBUTIONS. Distributable Cash attributable to any Portfolio Investment shall initially be apportioned among the Partners in proportion to their Sharing Percentages for such Portfolio Investment. Distributable Cash not attributable to a Portfolio Investment shall be apportioned among the Partners in proportion to their Capital Contributions to the investment giving rise to the Distributable Cash. Except as otherwise provided herein, Distributable Cash apportioned to a Partner shall be distributed to such Partner.

6.4 OVERRIDING PROVISION. Notwithstanding any other provision of this Agreement, distributions shall be made only to the extent of Available Assets and in compliance with the Act.

6.5 DISTRIBUTIONS IN KIND. Prior to the dissolution of the Partnership, distributions may be in cash or marketable Securities. In connection with the liquidation and dissolution of the Partnership, distributions may also include restricted Securities or other assets of the Partnership. In the event a distribution of Securities or other assets is made, such Securities or other assets shall be deemed to have been sold at their 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 Section 13.2, Securities or other assets distributed in kind shall be distributed in proportion to the aggregate amounts that would be distributed to each Partner pursuant to Section 6.3, such aggregate amounts to be estimated in the good faith judgment of the General Partner. The General Partner may cause certificates evidencing any Securities to be distributed to be imprinted with legends as to such restrictions on Transfers that it may deem necessary or appropriate, including, without limitation, 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 whom Securities are to be distributed to agree in writing
(I) that such