Sale of AmWINS Majority Share to Equity Firm Finalized

October 28, 2005

American Wholesale Insurance Group (AmWINS), the nation’s second largest insurance wholesaler, announced that Parthenon Capital, LLC, a Boston and San Francisco-based private equity firm, has completed the acquisition of a majority of its outstanding common stock.

The employee owners of AmWINS will continue to own 30 percent of the firm.

In addition to acquiring a significant equity position in the company, Parthenon Capital promises to bring new capital to enable AmWINS to continue to expand its three operating segments – property and casualty brokerage, specialty underwriting, and group benefits.

“We have been focused on investment opportunities in insurance brokerage and services for nearly four years and are pleased that this effort has resulted in a partnership with this outstanding company and visionary team,” said Brian Golson, partner of Parthenon Capital.

Golson described American Wholesale as “the fastest growing major wholesaler in the nation” due to its strong organic growth and history of successful acquisitions over the last several years.”

According to M. Steven DeCarlo, AmWINS president and chief executive officer, the insurance marketplace is in the midst of significant change as a result of the hurricane season on the property and casualty side and the increases in the cost of employee benefits in the group life and health arena. He said American Wholesale’s balanced portfolio of P&C and group benefit clients places it in a good competitive position.

Merrill Lynch served as an advisor to American Wholesale for the transaction. Madison Capital Funding LLC, served as administrative agent and lead arranger, and FriedbergMilstein LLC led the credit facilities.

AmWINS (www.amwins.com) is a wholesale insurance organization that serves retail agents throughout the U.S. by providing property and casualty, group life and health, program administration services, and actuarial service capabilities. The company handles total premium placements of over $2.4 billion.

Parthenon Capital is a $1.1 billion private equity firm with offices in Boston and San Francisco. The firm focuses on middle-market companies for acquisition and internal growth strategies. Parthenon provides equity and sub-debt capital to companies with revenues between $50 million – $500 million. For more information, visit www.parthenoncapital.com.