Serge Benchetrit Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8798 F 212-728-9798

Serge Benchetrit is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York. Mr. Benchetrit concentrates on mergers and acquisitions, securities offerings, corporate finance, restructuring, private placement and private equity.

Mr. Benchetrit represents clients in complex transactions, such as domestic and cross-border mergers and acquisitions; structured finance/hybrid transactions (including their restructuring); and public offerings of debt and equity securities (including American Depositary Receipts) in connection with domestic and foreign public offerings, both as issuers’ and underwriters’ counsel. He also works on public offerings in European jurisdictions with a 144A/Reg. S component; equity and debt investments in North American, European and Latin American companies; and U.S. and international private placements.

In the area of Corporate Finance, Mr. Benchetrit has represented U.S. institutional investors (such as ING, Pacific Life Insurance, Met Life, and Prudential Insurance) in connection with several U.S. and international private placements by U.S. and foreign issuers (French, British, Argentine and Mexican) as well as in connection with restructurings of institutional private placements. Mr. Benchetrit has also represented Zurich Financial Services in the recapitalization of Farmers Insurance Company, and as U.S. counsel in connection with its credit facilities and its Euro Medium Term Note program.

Mr. Benchetrit’s mergers and acquisitions experience includes recently representing Fingen SPA in the sale of licensed Calvin Klein® businesses in Europe and Asia to Warnaco Group, Inc.; Cameron Systems in its acquisition by Orc Software; West Corporation in its acquisition of Intercall, TotalFina in its second exchange offer for Elf Aquitaine; RailTex, Inc. in its merger with RailAmerica; Terry Matthews (principal shareholder of Newbridge Networks) in connection with the sale of Newbridge Networks to Alcatel; Ryder TRS in its acquisition by Budget Group; Martin Marietta Materials in its acquisition of Redland Stone Products Company; John Geiger in the sale of his business to Herman Miller, Inc.; Spear, Leeds & Kellogg in its acquisition of Equitrade; and Entrelec S.A. in its acquisition of SSAC, Inc.

In the area of securities offerings, Mr. Benchetrit has represented Zurich Financial Services in connection with its $1.3 billion offering under Rule 144A of ECAPS and in a $400 million follow-on offering of ECAPS, the lead underwriters in a series of innovative securities offerings by Swiss Reinsurance Company that raised $3 billion to partially fund Swiss Re's $6.8 billion acquisition of GE Insurance Solutions, Zurich and the Farmers Group in connection with the offering of $1.125 billion of hybrid securities designed to provide subordinated capital, Apollo Investment Corporation in its approximately $404 million public offering of Common Stock, the underwriters in a $1.3 billion public offering of senior notes by Marsh & McLennan Companies, Inc., WellChoice in connection with a secondary public offering (with proceeds in excess of $350 million), the underwriters in the initial public offering of WellChoice, PSP Swiss Property in its public offering of equity securities in Switzerland with a 144A/Reg. S component, and West TeleServices (n/k/a West Corporation) in connection with a secondary offering of its securities (with proceeds in excess of $100 million).

In the area of private equity, Mr. Benchetrit has represented, among others, Zurich, Securitas, Europ@web and Bassini Playfair & Associates.

Mr. Benchetrit is a member of the New York State Bar Association and the Association of the Bar of the City of New York. He is also a fellow of the American College of Investment Counsel.

Mr. Benchetrit authored Le sort des Actionnaires Américains dans les Acquisitions de Sociétés Cotées, Fusions & Acquisitions, Juillet- Août 2002 (also published in the JCP) and served as a commentator to Institut Montaigne’s Mieux gouverner l’entreprise, March 2003 (proposals to improve corporate governance in France).

Mr. Benchetrit is fluent in French.