Related Party Transactions and Outside Related Director Information

James River Group, Inc. (JRVR)

4/20/2006 Proxy Information

EMPLOYEE AND DIRECTOR PURCHASE MONEY LOANS In connection with preferred stock offerings in 2003 and 2004, we loaned a total of $2.6 million in principal amount to directors, director affiliates, officers and other employees to purchase shares in the respective transactions. The loans have an interest rate of 4.5% per annum, payable quarterly. Principal repayments are not required until maturity. The loans mature on the earlier of ten years, a sale of the Company (as defined therein) or six months after the separation of such employee or director from us. Each of our directors, director affiliates and executive officers fully repaid these loans in April 2005. The following sets forth those directors, director affiliates and executive officers who were indebted to the Company in excess of $60,000 since January 1, 2005 and the largest aggregate amount of indebtedness outstanding during such period. (See page 18 of proxy for table).


Beginning in 2003, we contracted with two investment advisory firms to manage our investment portfolio. We pay the same fees, which are based on the average invested assets managed by each respective firm, under both contracts. Matthew Bronfman, a director, is a partner with Earnest Partners LLC, one of these firms. In 2005, we incurred expenses of approximately $89,000 under the agreement with Earnest Partners.


On May 31, 2005, Stone Point Capital LLC acquired the private equity business of MMC Capital, Inc., which is a wholly owned subsidiary of Marsh & McLennan Companies, Inc. The members of Stone Point, including Nicolas Zerbib, are former employees of MMC Capital. During 2005, one percent of our business originated through Marsh & McLennan Companies and its affiliated entities. Trident II, L.P. has not been affiliated with, or managed by, MMC Capital or Marsh & McLennan Companies since May 31, 2005.


Mr. Tabor, a director, is a Partner of Wachovia Capital Partners, the private equity arm of Wachovia Corporation. Wachovia Capital Markets, LLC was an underwriter in our initial public offering and is an affiliate of Wachovia Corporation. Wachovia Investors, Inc., an affiliate of Wachovia Capital Markets, LLC and Wachovia Corporation, owns 99.6% of the membership interests in Wachovia Capital Partners 2003, LLC, the sole limited partner of HRWCP 1, L.P. WCP Management Company 2003, LLC, an entity owned by the individual partners and professionals of Wachovia Capital Partners, including Mr. Tabor, is the managing member of Wachovia Capital Partners 2003, LLC.