-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VORuvFBygutUmtzw8DkqhvwCt7wI7LoOH2jpYhKrW89c7gOeIgElVsA33Qq3PlEL UFpldU43nMwkJPJKGWkenA== 0000909518-07-000676.txt : 20070713 0000909518-07-000676.hdr.sgml : 20070713 20070713161016 ACCESSION NUMBER: 0000909518-07-000676 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070713 DATE AS OF CHANGE: 20070713 GROUP MEMBERS: KINDER MORGAN, INC. GROUP MEMBERS: KNIGHT HOLDCO DE INC. GROUP MEMBERS: KNIGHT HOLDCO LLC GROUP MEMBERS: KNIGHT MIDCO INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN MANAGEMENT LLC CENTRAL INDEX KEY: 0001135017 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 760669886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61585 FILM NUMBER: 07978817 BUSINESS ADDRESS: STREET 1: 370 VAN GORDON STREET CITY: LAKEWOOD STATE: CO ZIP: 80228 BUSINESS PHONE: 3039144752 MAIL ADDRESS: STREET 1: 370 VAN GORDON STREET CITY: LAKEWOOD STATE: CO ZIP: 80228 FORMER COMPANY: FORMER CONFORMED NAME: KINDER MORGAN I CO LLC DATE OF NAME CHANGE: 20010214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT INC. CENTRAL INDEX KEY: 0000054502 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 480290000 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-369-9000 MAIL ADDRESS: STREET 1: 500 DALLAS STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: KINDER MORGAN INC DATE OF NAME CHANGE: 19991105 FORMER COMPANY: FORMER CONFORMED NAME: K N ENERGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KN ENERGY INC DATE OF NAME CHANGE: 19920430 SC 13D/A 1 mm07-1207_kmm13da9.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9) Kinder Morgan Management, LLC - -------------------------------------------------------------------------------- (NAME OF ISSUER) Shares - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 49455U 10 0 - -------------------------------------------------------------------------------- (CUSIP NUMBER) Mr. Joseph Listengart Kinder Morgan, Inc. 500 Dallas Street, Suite 1000 Houston, Texas 77002 Telephone: (713) 369-9000 with copies to: - -------------------------------------------------------------------------------- Mr. Gary W. Orloff R. Jay Tabor, Esq. Bracewell & Giuliani LLP Weil, Gotshal & Manges LLP 711 Lousiana Street, Suite 2300 200 Crescent Court Houston, Texas 77002 Suite 300 Telephone: (713) 221-2166 Dallas, Texas 75201 Telephone: (214) 746-7700 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) July 13, 2007 - -------------------------------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D/A EXPLANATORY NOTES: This Amendment No. 9 (this "Amendment") amends and supplements the Statement on Schedule 13D originally filed on May 25, 2001, relating to the shares of Kinder Morgan Management LLC owned by Kinder Morgan, Inc., Knight Midco Inc., Knight Holdco DE Inc. and Knight Holdco LLC (as amended and supplemented to date, the "Statement") ITEM 2. IDENTITY AND BACKGROUND. Item 2 of the Statement is hereby supplemented as follows: Information relating to certain affiliates of and investment funds associated with American International Group, Inc., as members Knight Holdco LLC, is contained in Appendix A attached hereto and is incorporated herein by reference. Such appendix amends and restates, as to such affiliates and investment funds, the information contained in Appendix A of Amendment No. 8 of the Statement dated June 11, 2007. Page 2 of 13 Signatures After reasonable inquiry and to the best knowledge and belief of each of the undersigned, such person certifies that the information set forth in this Schedule 13D/A with respect to such person is true, complete and correct. Dated: July 13, 2007 KINDER MORGAN, INC. By: /S/ Joseph Listengart -------------------------------------- Name: Joseph Listengart Title: Vice President, General Counsel & Secretary KNIGHT MIDCO INC. By: /S/ Joseph Listengart -------------------------------------- Name: Joseph Listengart Title: Vice President, General Counsel & Secretary KNIGHT HOLDCO DE INC. By: /S/ Joseph Listengart -------------------------------------- Name: Joseph Listengart Title: Vice President, General Counsel & Secretary KNIGHT HOLDCO LLC By: /S/ Joseph Listengart -------------------------------------- Name: Joseph Listengart Title: Vice President, General Counsel & Secretary Page 3 of 13 APPENDIX A INFORMATION REGARDING AIG KNIGHT LLC, HIGHSTAR II KNIGHT ACQUISITION SUB, L.P., HIGHSTAR III KNIGHT ACQUISITION SUB, L.P., AIG HIGHSTAR CAPITAL III, L.P., AND HIGHSTAR KNIGHT PARTNERS, L.P. American International Group, Inc., a Delaware corporation ("AIG"), is a holding company which, through its subsidiaries, is primarily engaged in a broad range of insurance and insurance-related activities in the United States and abroad. AIG's primary activities include both general and life insurance and retirement services operations. Other significant activities include financial services and asset management. AIG Financial Products Corp., a Delaware corporation and wholly-owned subsidiary of AIG ("AIGFP"), engages as principal, directly and through its subsidiaries and other AIG-owned companies under its management, in standard and customized interest rate, currency, equity, commodity, energy and credit products with counterparties throughout the world and also raises funds through municipal reinvestment contracts and other private and public security offerings, investing the proceeds in a diversified portfolio of high grade securities and derivative transactions. AIG Knight LLC, a Delaware limited liability company and wholly-owned subsidiary of AIGFP ("AIG Knight"), was formed for the purpose of holding a portion of AIG's investment in Knight Holdco LLC (defined below). The principal executive offices of AIG are located at 70 Pine Street, New York, New York 10270; AIGFP and AIG Knight LLC are located at 50 Danbury Road, Wilton, Connecticut 06897. Each of AIG Highstar Capital III, L.P., a Delaware limited partnership, Highstar II Knight Acquisition Sub, L.P., a Delaware limited partnership, Highstar III Knight Acquisition Sub, L.P., a Delaware limited partnership, and Highstar Knight Partners, L.P., a Delaware limited partnership (collectively, the "Highstar Entites"), are investment fund vehicles. The principal executive office for each Highstar Entity is 599 Lexington Ave, 24th floor, NY, NY, 10022. Highstar II Knight Acquisition Sub, L.P. and Highstar III Knight Acquisition Sub, L.P. were formed for the purpose of holding a portion of AIG's investment in Knight Holdco LLC. Highstar II Knight Acquisition Sub is owned by AIG Highstar Capital II, L.P., a Delaware limited partnership, AIG Highstar Capital II Prism Fund, L.P., a Delaware limited partnership, and AIG Highstar Capital II, Overseas Investors Fund, L.P., a Delaware limited partnership. Highstar III Knight Acquisition Sub is owned by AIG Highstar Capital III Prism Fund, L.P., a Cayman limited partnership. Each of AIG Highstar Capital II, L.P., AIG Highstar Capital II Prism Fund, L.P., AIG Highstar Capital II, Overseas Investors Fund, L.P., AIG Highstar Capital III Prism Fund, L.P. AIG Highstar Capital III, L.P. and Highstar Knight Partners, L.P. are investment fund vehicles that are controlled by AIG Global Investment Corp., a New Jersey corporation and a wholly-owned subsidiary of AIG ("AIGGIC"). AIG Knight, AIG, AIGFP and the Highstar Entities are collectively referred to as the "AIG Entities". Starr International Company, Inc., a Panamanian corporation ("SICO"), has the sole power to vote and direct the disposition of 281,638,405 shares of common stock, par value $2.50 per share, of AIG ("AIG Shares") and the shared power to direct the disposition of 2,200,076 AIG Shares held by Universal Foundation, Inc., a Panamanian corporation ("Universal Foundation"). C.V. Starr & Co., Inc. a Delaware corporation ("Starr"), has the shared power to vote and direct the disposition of 30,923,499 AIG Shares (18,544,278 of which are held by the C.V. Starr & Co., Inc. Trust ("Starr Trust"), of which Starr is a beneficiary). Maurice R. Greenberg, a United States citizen, has the sole power to vote and direct the disposition of 2,695,797 AIG Shares, which may be acquired pursuant to stock options previously granted by AIG to Mr. Greenberg as a then officer and director of AIG. Mr. Greenberg has shared power to vote and direct the disposition of 67,816,338 AIG Shares, 9,310,328 of which are held as a tenant in common with Mr. Greenberg's wife, 111,004 of which are held in family trusts of which Mr. Greenberg is a trustee, 30,923,499 of which are held by Starr (18,544,278 shares of which are held by the Starr Trust, for which Page 4 of 13 Starr is a beneficiary and Mr. Greenberg is a trustee), 371,507 of which are held by the Maurice R. and Corinne P. Greenberg Family Foundation, Inc., a New York not-for-profit corporation (the "Greenberg Foundation"), of which Mr. Greenberg, his wife and family members are directors and 27,100,000 of which are held by the Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC, a Florida limited liability company (the "Greenberg Joint Tenancy Company"), of which the Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc. (the "Greenberg Joint Tenancy Corporation") is the sole and managing member. Mr. Greenberg owns 24.08% of the voting common stock of Starr directly. The Greenberg Foundation has the shared power to vote and direct the disposition of such 371,507 AIG Shares. The Greenberg Joint Tenancy Company has the shared power to vote and direct the disposition of such 27,100,000 AIG Shares. Edward E. Matthews, a United States citizen, has the sole power to vote and direct the disposition of 613,345 AIG Shares, 300,220 of which are held directly by Mr. Matthews and 313,125 of which may be acquired pursuant to stock options previously granted by AIG to Mr. Matthews as a then officer and director of AIG. Mr. Matthews has shared power to vote and direct the disposition of 18,567,578 AIG Shares, 23,300 of which are held by Mr. Matthews' wife and 18,544,278 of which are held by the Starr Trust, for which Starr is a beneficiary and Mr. Matthews is a trustee. The principal executive offices of SICO are located at Baarestrasse 101, CH-6300 Zug, Switzerland and it also maintains an office at Mercury House, 101 Front Street, Hamilton HM12, Bermuda. The principal executive offices of Starr and the Greenberg Foundation are located at 399 Park Avenue, 17th Floor, New York, New York 10022. The principal executive offices of Universal Foundation are located at Mercury House, 101 Front Street, Hamilton HM 12, Bermuda. The principal executive offices of the Greenberg Joint Tenancy Company are located at 35 Ocean Reef Drive, Key Largo, Florida 33037. The names of the directors and executive officers ("Covered Persons") of the AIG Entities, SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy Company, their business addresses and principal occupations, including the business addresses and principal occupations of Messrs. Greenberg and Matthews, are set forth in Exhibit A attached hereto, which is incorporated herein by reference in its entirety. The business address indicated for Messrs. Greenberg and Matthews and each other Covered Person is also the address of the principal employer of such person. Each of the Covered Persons is a citizen of the United States, except for Messrs. Sullivan, Tse and Walsh, who are British Subjects, Mr. Marshall A. Cohen, who is a Canadian citizen, Dr. Jacob A. Frenkel, who is a citizen of the State of Israel and the Republic of Poland, Messrs. Bridgwater, Forster, Johnson, Pentland and Osborne and Ms. Barclay and Ms. Barnes, who are citizens of the United Kingdom, Messrs. Zalamea and Colayco and Ms. Fernando, who are citizens of the Republic of the Philippines, Mr. Gabriele, who is a citizen of the Republic of Italy, and Mr. Micottis, who is a citizen of the Republic of France. All information provided in this Schedule 13D with respect to Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation, and the Greenberg Joint Tenancy Company and their respective directors and executive officers is provided based solely on the information set forth in the most recent amendment to Schedule 13D relating to AIG Shares filed on March 20, 2007 on behalf of Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy Company. This information has not been updated to reflect changes in the ownership by such parties of AIG Shares that are disclosed in filings made by one or more of such parties under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In each case, such information may not be accurate or complete and AIG takes no responsibility therefor and makes no representation to its accuracy or completeness as of the date hereof or any subsequent date. 2006 Regulatory Settlements In February 2006, AIG reached a final settlement with the Securities and Exchange Commission ("SEC"), the United States Department of Justice ("DOJ"), the Office of the New York Attorney General ("NYAG") and the New York State Page 5 of 13 Department of Insurance ("DOI"). The settlements resolved outstanding litigation filed by the SEC, NYAG and DOI against AIG and concluded negotiations with these authorities and the DOJ in connection with the accounting, financial reporting and insurance brokerage practices of AIG and its subsidiaries, as well as claims relating to the underpayment of certain workers compensation premium taxes and other assessments. AIG, without admitting or denying the allegations in the SEC complaint, consented to the issuance of a final judgment on February 9, 2006: (a) permanently restraining and enjoining AIG from violating Section 17(a) of the Securities Act of 1933, as amended ("Securities Act"), and Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 of the Exchange Act; (b) ordering AIG to pay disgorgement in the amount of $700 million; and (c) ordering AIG to pay a civil penalty in the amount of $100 million. These amounts have been paid into a fund under the supervision of the SEC to be available to resolve claims asserted in various civil proceedings, including shareholder lawsuits. In February 2006, AIG and the DOJ entered into a letter agreement. In the letter agreement, the DOJ notified AIG that in its view, AIG, acting through some of its employees, violated federal criminal law in connection with misstatements in periodic financial reports that AIG filed with the SEC between 2000 and 2004 relating to certain transactions. The settlement with the DOJ consists of, among other things, AIG's cooperating with the DOJ in the DOJ's ongoing criminal investigation, accepting responsibility for certain of its actions and those of its employees relating to these transactions and paying $25 million. Effective February 9, 2006, AIG entered into agreements with the NYAG and the DOI, settling claims under New York's Martin Act and insurance laws, among other provisions, which were originally brought by the NYAG and the DOI in a civil complaint filed on May 26, 2005. Under the agreements, $375 million was paid into a fund under the supervision of the NYAG and the DOI to be available principally to pay certain AIG insureds who purchased excess casualty policies through Marsh & McLennan Companies, Inc. or Marsh Inc. In addition, approximately $343 million will be used to compensate participating state funds in connection with the underpayment of certain workers compensation premium taxes and other assessments. In addition, AIG paid a $100 million fine to the State of New York. As part of these settlements, AIG has agreed to retain for a period of three years an independent consultant who will conduct a review that will include the adequacy of AIG's internal controls over financial reporting and the remediation plan that AIG has implemented as a result of its own internal review. PNC Settlement In November 2004, AIG and AIGFP, a subsidiary of AIG, reached a final settlement with the SEC, the Fraud Section of the DOJ and the United States Attorney for the Southern District of Indiana with respect to issues arising from certain structured transactions entered into with Brightpoint, Inc. and The PNC Financial Services Group, Inc. ("PNC"), the marketing of transactions similar to the PNC transactions and related matters. As part of the settlement, the SEC filed against AIG a civil complaint, based on the conduct of AIG primarily through AIGFP, alleging violations of certain antifraud provisions of the federal securities laws and for aiding and abetting violations of reporting and record keeping provisions of those laws. AIG, without admitting or denying the allegations in the SEC complaint, consented to the issuance of a final judgment permanently enjoining it and its employees and related persons from violating certain provisions of the Exchange Act, Exchange Act rules and the Securities Act, ordering disgorgement of fees it received from the PNC transactions and providing for AIG to establish a Page 6 of 13 transaction review committee to review the appropriateness of certain future transactions and to retain an independent consultant to examine certain transactions entered into between 2000 and 2004 and review the policies and procedures of the transaction review committee. The DOJ filed against AIGFP PAGIC Equity Holding Corp. ("AIGFP PAGIC"), a wholly-owned subsidiary of AIGFP, a criminal complaint alleging that AIGFP PAGIC violated federal securities laws by aiding and abetting securities law violations by PNC, in connection with a transaction entered into in 2001 with PNC that was intended to enable PNC to remove certain assets from its balance sheet. The settlement with the DOJ consists of separate agreements with AIG and AIGFP and a complaint filed against, and deferred prosecution agreement with, AIGFP PAGIC. Under the terms of the settlement, AIGFP paid a monetary penalty of $80 million. On January 17, 2006, the court approved an order dismissing the complaint with prejudice and AIGFP PAGIC has since been dissolved. The obligations of AIG, AIGFP and AIGFP PAGIC under the DOJ agreements relate principally to cooperating with the DOJ and other federal agencies in connection with their related investigations. Except as set forth above, during the last five years, none of the AIG Entities, nor, to the knowledge of each of the AIG Entities, any of the executive officers and directors of the AIG Entities, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Each of the AIG Entities and, to the best of their knowledge, the executive officers and directors of the AIG Entities (as listed in Exhibit A) have not engaged in any transactions in the shares of the Issuer during the past sixty days. None of the AIG Entities has any available information regarding transactions in the shares of the Issuer by Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy Company or their respective directors and executive officers. Page 7 of 13
EXHIBIT A DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN INTERNATIONAL GROUP, INC. Marshall A. Cohen Director Counsel, Cassels, Brock & Blackwell Cassels, Brock & Blackwell, 40 King Street West, 20th Floor, Toronto, Ontario M5H 3C2 Martin S. Feldstein Director Professor of Economics, Harvard National Bureau of Economic Research, Inc., University; President and CEO, National 1050 Massachusetts Avenue, Cambridge, Bureau of Economic Research Massachusetts 02138 Ellen V. Futter Director President, American Museum of Natural American Museum of Natural History, Central History Park West at 79th Street, New York, New York 10024 Steven L. Hammerman Director Retired; Former Deputy Commissioner for c/o 70 Pine Street, New York, New York Legal Matters for the New York Police 10270 Department and Vice Chairman, Merrill Lynch & Co., Inc. Richard C. Holbrooke Director Vice Chairman, Perseus LLC Perseus LLC, 1235 Avenue of the Americas, New York, New York, 10019 Fred H. Langhammer Director Chairman, Global Affairs and Former Chief 767 Fifth Avenue, New York, New York 10153 Executive Officer, The Estee Lauder Companies Inc. George L. Miles Director President and Chief Executive Officer, 4802 Fifth Avenue, Pittsburgh, Pennsylvania WQED Multimedia 15213 James F. Orr III Director Chairman of the Board of Trustees, The 420 Fifth Avenue, New York, New York 10018 Rockefeller Foundation Morris W. Offit Director Co-Chief Executive Officer, Offit Hall 65 East 55th Street, New York, New York Capital Management LLC 10022 Virginia M. Rometty Director Senior Vice President-Global Business Route 100, Mail Drop 2275, Building 2, Services, International Business Machines Somers, New York 10589 Corporation Martin J. Sullivan Director and President and Chief Executive Officer 70 Pine Street, New York, New York 10270 Executive Officer Michael H. Sutton Director Consultant; Former Chief Accountant of c/o 70 Pine Street, New York, New York the United States Securities and 10270 Exchange Commission Edmund S.W. Tse Director and Senior Vice Chairman - Life Insurance American International Assurance Co., Ltd., Executive Officer 1 Stubbs Road, Hong Kong Robert B. Willumstad(1) Director Former President and Chief Operating 9 West 57th Street, New York, New York Officer, Citigroup Inc. 10019 Frank G. Zarb Director Chairman, Frank Zarb Associates, LLC; 375 Park Avenue, New York, New York 10152 Senior Advisor, Hellman & Friedman LLC - -------- (1) Mr. Willumstad owns a de minimis limited partnership interest in an investment fund affiliated with Goldman Sachs & Co. that may have investments in the equity of the Issuer. Page 8 of 13 Dr. Jacob A. Frenkel Executive Officer Vice Chairman - Global Economic 70 Pine Street, New York, New York 10270 Strategies Frank G. Wisner Executive Officer Vice Chairman - External Affairs 70 Pine Street, New York, New York 10270 Steven J. Bensinger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York 10270 Financial Officer Anastasia D. Kelly Executive Officer Executive Vice President, General 70 Pine Street, New York, New York 10270 Counsel and Senior Regulatory and Compliance Officer Rodney O. Martin, Jr. Executive Officer Executive Vice President - Life Insurance 2929 Allen Parkway, Houston, Texas 77019 Kristian P. Moor Executive Officer Executive Vice President - Domestic 70 Pine Street, New York, New York 10270 General Insurance Win J. Neuger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York 10270 Investment Officer Robert B. Sandler Executive Officer Executive Vice President - Domestic 70 Pine Street, New York, New York 10270 Personal Lines Nicholas C. Walsh Executive Officer Executive Vice President - Foreign 70 Pine Street, New York, New York 10270 General Insurance Jay S. Wintrob Executive Officer Executive Vice President - Retirement AIG Retirement Services, Inc., 1999 Avenue Services of the Stars, Los Angeles, California 90067 William N. Dooley Executive Director Senior Vice President - Financial Services 70 Pine Street, New York, New York 10270 David L. Herzog Executive Officer Senior Vice President & Comptroller 70 Pine Street, New York, New York 10270 Andrew J. Kaslow Executive Officer Senior Vice President & Chief Human 70 Pine Street, New York, New York 10270 Resources Officer Robert E. Lewis Executive Officer Senior Vice President & Chief Risk Officer 70 Pine Street, New York, New York 10270 Brian T. Schreiber Executive Officer Senior Vice President - Strategic Planning 70 Pine Street, New York, New York 10270 DIRECTORS AND EXECUTIVE OFFICERS OF AIG FINANCIAL PRODUCTS CORP. M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell Sullivan & Cromwell, 125 Broad Street, New York, NY 10004 Steven J. Bensinger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270 Financial Officer, American International Group, Inc. Joseph J. Cassano Director and President and Chief Executive Officer Banque AIG, London Branch, 1 Curzon Street, Executive Officer 5th Floor, London, U.K. W1J5RT William N. Dooley Director and Senior Vice President - Financial 70 Pine Street, New York, New York 10270 Executive Officer Services, American International Group, Inc.; Chairman, AIG Financial Products Corp. Page 9 of 13 Martin S. Feldstein Director Professor of Economics, Harvard National Bureau of Economic Research, Inc., University; President and CEO, National 1050 Massachusetts Avenue, Cambridge, Bureau of Economic Research Massachusetts 02138 John M. Foster Director Consultant c/o AIG Financial Products Corp., 50 Danbury Road, Wilton, Connecticut, 06897-4444 Morris W. Offit Director Co-Chief Executive Officer, Offit Hall 65 East 55th Street, New York, New York Capital Management LLC 10022 Martin J. Sullivan Director President and Chief Executive Officer, 70 Pine Street, New York, New York 10270 American International Group, Inc. Michael H. Sutton Director Consultant; Former Chief Accountant of c/o 70 Pine Street, New York, New York the United States Securities and 10270 Exchange Commission Douglas L. Poling Executive Officer Executive Vice President, Transaction 50 Danbury Road, Wilton, Connecticut, Development and Energy Groups 06897-4444 Mark S. Balfan Executive Officer Chief Financial Officer and Treasurer 50 Danbury Road, Wilton, Connecticut, 06897-4444 James Bridgwater Executive Officer Executive Vice President - Quantitative Banque AIG, London Branch, 1 Curzon Street, Solutions 5th Floor, London, U.K. W1J5RT Andrew Forster Executive Officer Executive Vice President - Asset Trading Banque AIG, London Branch, 1 Curzon Street, and Credit Products 5th Floor, London, U.K. W1J5RT Mauro Gabriele Executive Officer Executive Vice President - European Banque AIG, 44-46 rue de Bassano, Paris, Marketing 75008 France William Kolbert Executive Officer Executive Vice President - Systems 50 Danbury Road, Wilton, CT 06897-4444 Pierre Micottis Executive Officer Executive Vice President - Market Risk Banque AIG, 44-46 rue de Bassano, Paris, 75008 France Nigel Pentland Executive Officer Executive Vice President - Asian Banque AIG, Tokyo Branch, 14th Flr, Marketing Urbannet Otemachi Building, 2-2 Otemachi 2 Chome, Chiyoda-ku, Tokyo 100-0004 Japan William S. Shirley Executive Officer Managing Director, General Counsel and 50 Danbury Road, Wilton, CT 06897-4444 Secretary EXECUTIVE OFFICERS OF AIG KNIGHT LLC Joseph J. Cassano Executive Officer President and Chief Executive Officer, Banque AIG, London Branch, 1 Curzon Street, AIG Financial Products Corp. 5th Floor, London, U.K. W1J5RT Mark S. Balfan Executive Officer Chief Financial Officer and Treasurer, 50 Danbury Road, Wilton, Connecticut, AIG Financial Products Corp. 06897-4444 Page 10 of 13 William S. Shirley Executive Officer Managing Director, General Counsel and 50 Danbury Road, Wilton, CT 06897-4444 Secretary DIRECTORS AND EXECUTIVE OFFICERS OF STARR INTERNATIONAL COMPANY, INC. Maurice R. Greenberg Chairman of the Chairman of the Board and director, 399 Park Avenue, 17th Floor, New York, Board and Starr International Company, Inc. and New York 10022 Director C.V. Starr & Co., Inc.; Chief Executive Officer, C.V. Starr & Co., Inc.; trustee of C.V. Starr & Co., Inc. Trust; member, director and Chairman of the Board, The Starr Foundation. Joseph C.H. Johnson President and President and Director 101 First Street, Hamilton, Bermuda HM 12 Director Edward E. Matthews Managing Director Managing Director and director, Starr 399 Park Avenue, 17th Floor, New York, International Company, Inc.; director and New York 10022 President, C.V. Starr & Co., Inc.; trustee, C.V. Starr & Co., Inc. Trust; member and director, The Starr Foundation. Houghton Freeman Director President, Freeman Foundation 499 Taber Hill Road, Stowe, VT 05672 Lawrence S. Greenberg Director Private Equity Investor 399 Park Avenue, 17th Floor, New York, NY 10022 Bertil P-H Lundquist Director (see above) (see above) R. Kendall Nottingham Director Retired 435 Seaspray Avenue, Palm Beach, FL 33480 Howard I. Smith Director Vice Chairman-Finance and Secretary, C.V. 399 Park Avenue, 17th Floor, New York, NY Starr & Co., Inc. 10022 John J. Roberts Director Senior Advisor, American International Concordia Farms P.O. Box 703, Easton, MD Group, Inc. 21601 Ernest Stempel Director Senior Advisor and Honorary Director, 70 Pine Street, New York, NY 10270 American International Group, Inc. Cesar Zalamea Director President and Chief Executive Officer, Suite 1405-7, Two Exchange Square, 8 Starr International Company (Asia), Connaught Place, Central, Hong Kong Limited DIRECTORS AND EXECUTIVE OFFICERS OF C.V. STARR & CO., INC. Maurice R. Greenberg Chairman of (See above) (See above) the Board, director and Chief Executive Officer Howard I. Smith Vice Chairman- (See above) (See above) Finance and Secretary and Director Page 11 of 13 Edward E. Matthews President and (See above) (See above) Director Houghton Freeman Director (See above) (See above) John J. Roberts Director (See above) (See above) Bertil P-H Lundquist Director Executive Vice President and General 399 Park Avenue, 17th Floor, New Counsel, C.V. Stair & Co., Inc. York, NY 10022 Lawrence S. Greenberg Director (See above) (See above) DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL FOUNDATION, INC. Stuart Osborne President and President of Universal Foundation Mercury House Director 101 Front Street Hamilton HM 12, Bermuda Eligia G. Fernando Director Retired Mercury House 101 Front Street Hamilton HM 12, Bermuda Cesar C. Zalamea Director (See above) (see above) Aloysius B. Colayco Director Managing Director, Argosy Partners Argosy Partners 8th Floor, Pacific Star Building Makati City, Philippines Jennifer Barclay Secretary Secretary of Universal Foundation Mercury House 101 Front Street Hamilton HM 12, Bermuda Margaret Barnes Treasurer Treasurer of Universal Foundation Fitzwilliam Hall Fitzwilliam Place Dublin 2, Ireland DIRECTORS AND EXECUTIVE OFFICERS OF THE MAURICE R. AND CORRINE P. GREENBERG FAMILY FOUNDATION, INC. Maurice R. Greenberg Chairman and (See above) (See above) Director Corrine P. Greenberg President and President and Director, Greenberg 399 Park Avenue, 17th Floor Director Foundation New York, New York 10022 Jeffrey W. Greenberg Vice President and Vice President and Director, 399 Park Avenue, 17th Floor Director Greenberg Foundation New York, New York 10022 Evan G. Greenberg Vice President and President and Chief Executive 399 Park Avenue, 17th Floor Director Officer, ACE Limited New York, New York 10022 Lawrence S. Greenberg Vice President and (See above) (See above) Director Page 12 of 13 Shake Nahapetian Treasurer Administrative Assistant, CV Starr 399 Park Avenue, 17th Floor New York, New York 10022 DIRECTOR AND EXECUTIVE OFFICER OF THE MAURICE R. AND CORRINE P. GREENBERG JOINT TENANCY CORPORATION, INC. Maurice R. Greenberg Chairman, CEO, (See above) (See above) President, Treasurer, Secretary and Director DIRECTORS AND EXECUTIVE OFFICERS OF AIG GLOBAL INVESTMENT CORP. Win Jay Neuger Director (See above) (See above) Richard Waldo Scott Director Senior Managing Director 599 Lexington Ave, 25th floor, NY, NY, 10022 Hans Karl-Erik Danielson Director Senior Managing Director 599 Lexington Ave, 25th floor, NY, NY, 10022 Robert Thompson Executive Officer Senior Managing Director 599 Lexington Ave, 25th floor, NY, NY, 10022 Jeffrey Hurd Executive Officer Senior Managing Director 599 Lexington Ave, 25th floor, NY, NY, 10022 Page 13 of 13
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