Edgar Filing: TRICO MARINE SERVICES INC

SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

Trico Marine Services, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

896106200

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No.		896106200	13G	Page		2		of		21 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alleghany Corporation


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,225,000⁽¹⁾

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			1,225,000⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,225,000⁽¹⁾

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	7.9%

12	TYPE OF REPORTING PERSON

	CO

⁽¹⁾ The shares are owned directly by Capitol Indemnity Corporation (“CIC”), Capitol Specialty Insurance Company (“CSIC”), Employers Direct Insurance Company (“EDIC”), Platte River Insurance Company (“PRC”) and RSUI Indemnity Company (“RIC”). Alleghany Capital Partners LLC (“ACP”) acts as an investment manager for each of CIC, CSIC, EDIC, PRC and RIC pursuant to an investment management agreem ent with each such company, whereby, among other things, ACP has been granted voting power over the shares of common stock of the issuer owned of record by each such company. Capitol Transamerica Corporation (“CATA”) owns 100% of the issued and outstanding stock of CIC and CSIC. Employers Direct Corporation (“EDC”) owns 100% of the issued and outstanding stock of EDIC. RSUI Group, Inc. (“RSUI Group”) owns 100% of the issued and outstanding stock of RIC. Alleghany Insurance Hold ings LLC (“AIHL”) owns 100% of the issued and outstanding stock of CATA, PRC and RSUI Group, 100% of the equity interests in ACP and 98.5% of the issued and outstanding stock of EDC. Alleghany Corporation (“Alleghany”) owns 100% of the equity interests in AIHL.


CUSIP No.		896106200	13G	Page		3		of		21 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alleghany Insurance Holdings LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,225,000⁽²⁾

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			1,225,000⁽²⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,225,000⁽²⁾

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	7.9%

12	TYPE OF REPORTING PERSON

	OO

⁽²⁾ The shares are owned directly by CIC, CSIC, EDIC, PRC and RIC. AIHL owns 100% of the issued and outstanding stock of (i) PRC, (ii) CATA, the parent company of CIC and CSIC and (iii) RSUI Group, the parent company of RIC. AIHL owns 98.5% of the issued and outstanding stock of the EDC, the parent company of EDIC. AIHL owns 100% of the equity interests in ACP, the investment manager for each of CIC, CSIC, EDIC, PRC and RIC.


CUSIP No.		896106200	13G	Page		4		of		21 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alleghany Capital Partners LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			1,225,000⁽³⁾

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,225,000⁽³⁾

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			1,225,000⁽³⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,225,000⁽³⁾

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	7.9%

12	TYPE OF REPORTING PERSON

	OO

⁽³⁾ The shares are owned directly by CIC, CSIC, EDIC, PRC and RIC, each of which is a party to an investment management agreement with ACP whereby, among other things, ACP has been granted voting power over the shares of common stock of the issuer owned of record by each such company.


CUSIP No.		896106200	13G	Page		5		of		21 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capitol Transamerica Corporation


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Wisconsin

		5	SOLE VOTING POWER

NUMBER OF			262,500⁽⁴⁾

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			262,500⁽⁴⁾

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			262,500⁽⁴⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	262,500⁽⁴⁾

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	1.7%

12	TYPE OF REPORTING PERSON

	CO

⁽⁴⁾ The shares are owned directly by CIC and CSIC, each of which is a wholly-owned subsidiary of CATA.


CUSIP No.		896106200	13G	Page		6		of		21 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Employers Direct Corporation


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			60,000⁽⁵⁾

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			60,000⁽⁵⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	60,000⁽⁵⁾

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.4%

12	TYPE OF REPORTING PERSON

	CO

⁽⁵⁾ The shares are owned directly by EDIC, of which EDC owns 98.5% of the issued and outstanding stock.


CUSIP No.		896106200	13G	Page		7		of		21 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Platte River Insurance Company


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Nebraska

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			37,500

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			37,500

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	37,500

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.2%

12	TYPE OF REPORTING PERSON

	IC


CUSIP No.		896106200	13 G	Page		8		of		21 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RSUI Group, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			865,000⁽⁶⁾

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			865,000⁽⁶⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	865,000⁽⁶⁾

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.6%

12	TYPE OF REPORTING PERSON

	CO

⁽⁶⁾ The shares are owned directly by RIC, of which RSUI Group owns 100% of the issued and outstanding stock.


CUSIP No.		896106200	13 G	Page		9		of		21 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capitol Indemnity Corporation


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Wisconsin

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			240,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			240,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	240,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	1.5%

12	TYPE OF REPORTING PERSON

	IC


CUSIP No.		896106200	13 G	Page		10		of		21 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capitol Specialty Insurance Corporation


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Wisconsin

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			22,500

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			22,500

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	22,500

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.1%

12	TYPE OF REPORTING PERSON

	IC


CUSIP No.		896106200	13 G	Page		11		of		21 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Employers Direct Insurance Company


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	California

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			60,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			60,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	60,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.4%

12	TYPE OF REPORTING PERSON

	IC


CUSIP No.		896106200	13 G	Page		12		of		21 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RSUI Indemnity Company


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	New Hampshire

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			865,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			865,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	865,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.6%

12	TYPE OF REPORTING PERSON

	IC

TABLE OF CONTENTS


	Item 1(a) Name of Issuer
	Item 1(b) Address of Issuer’s Principal Executive Offices
	Item 2(a) Name of Person Filing:
	Item 2(b) Address of Principal Business Office or, if none, Residence:
	Item 2(c) Citizenship:
	Item 2(d) Title of Class of Securities
	Item 2(e) CUSIP Number
	Item 3 If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Item 4 Ownership
	Item 5 Ownership of Five Percent or Less of a Class
	Item 6 Ownership of More than Five Percent on Behalf of Another Person
	Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
	Item 8 Identification and Classification of Members of the Group
	Item 9 Notice of Dissolution of Group
	Item 10 Certification
SIGNATURE
EXHIBIT INDEX
EX-99.A: MEMBERS OF FILING GROUP
EX-99.B: JOINT FILING AGREEMENT


CUSIP No.		896106200	13 G	Page		13		of		21 Pages

Item 1(a) Name of Issuer

Trico Marine Services, Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices

3200 Southwest Freeway, Suite 2950
Houston, Texas 77027

Item 2(a) Name of Person Filing:

Alleghany Corporation
Alleghany Insurance Holdings LLC
Alleghany Capital Partners LLC
Capitol Transamerica Corporation
Employers Direct Corporation
Platte River Insurance Company
RSUI Group, Inc.
Capitol Indemnity Corporation
Capitol Specialty Insurance Corporation
Employers Direct Insurance Company
RSUI Indemnity Company

Item 2(b) Address of Principal Business Office or, if none, Residence:

See Item 2(c)

Item 2(c) Citizenship:


		Alleghany Corporation		Alleghany Insurance Holdings LLC
		7 Times Square Tower, 17^th Floor		7 Times Square Tower, 17^th Floor
		New York, NY 10036		New York, NY 10036
		Delaware corporation		Delaware limited liability company

		Alleghany Capital Partners LLC		Capitol Transamerica Corporation
		7 Times Square Tower, 17^th Floor		1600 Aspen Commons
		New York, NY 10036		Middleton, WI 53562
		Delaware limited liability company		Wisconsin corporation

		Employers Direct Corporation		Platte River Insurance Company
		30301 Agoura Road		1600 Aspen Commons
		Agoura Hills, CA 91301		Middleton, WI 53562
		Delaware corporation		Wisconsin corporation

		RSUI Group, Inc.		Capitol Indemnity Corporation
		945 East Paces Ferry Road		1600 Aspen Commons
		Atlanta, GA 30326		Middleton, WI 53562
		Delaware corporation		Wisconsin corporation

		Capitol Specialty Insurance Corporation		Employers Direct Insurance Company
		1600 Aspen Commons		30301 Agoura Road
		Middleton, WI 53562		Agoura Hills, CA 91301
		Wisconsin corporation		California corporation

		RSUI Indemnity Company
		945 East Paces Ferry Road
		Atlanta, GA 30326
		New Hampshire corporation


CUSIP No.		896106200	13 G	Page		14		of		21 Pages

Item 2(d) Title of Class of Securities

Common Stock

Item 2(e) CUSIP Number

896106200

Item 3 If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

This Statement is filed on behalf of (i) Alleghany Corporation (“Alleghany”), (ii) Alleghany Insurance Holdings LLC (“AIHL”), a wholly owned subsidiary of Alleghany, (iii) Alleghany Capital Partners LLC (“ACP”), a wholly owned subsidiary of AIHL, (iv) RSUI Group, Inc. (“RSUI Group”), Capitol Transamerica Corporation (“CATA”) and Platte River Insurance Company, each of which is a wholly owned subsidiary of AIHL, (v) Employers Direct Corporation (“EDC”), a 98.5% owned subsidiary of AIHL, (vi) RSUI Indemnity Company, a wholly owned subsidiary of RSUI Group, (vii) Capitol Indemnity Corporation and Capitol Specialty Insurance Corporation, each of which is a wholly owned subsidiary of CATA and (viii) Employers Direct Insurance Company, a wholly owned subsidiary of EDC. ACP acts as an investment manager for each of CIC, CSIC, EDIC, PRC and RIC pursuant to an investment management agreement with each such company, whereby, among other things, ACP has been granted voting power over the shares of common stock of the issuer owned of record by each such company.

Item 4 Ownership

	(a)		Amount beneficially owned

			See the Cover Pages for each of the Reporting Persons

	(b)		Percent of class

			See the Cover Pages for each of the Reporting Persons

	(c)		Number of shares to which person has

	(i)		sole power to vote or direct the vote

	(ii)		shared power to vote or direct the vote

	(iii)		sole power to dispose or to direct disposition

	(iv)		shared power to dispose or to direct disposition

See the Cover Pages for each of the Reporting Persons

Item 5 Ownership of Five Percent or Less of a Class

Not Applicable

Item 6 Ownership of More than Five Percent on Behalf of Another Person

Not Applicable


CUSIP No.		896106200	13 G	Page		15		of		21 Pages

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable

Item 8 Identification and Classification of Members of the Group

See Exhibit A

Item 9 Notice of Dissolution of Group

Not Applicable

Item 10 Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No.		896106200	13 G	Page		16		of		21 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Statement on Schedule 13G is true, complete and correct.


January 27, 2009	ALLEGHANY CORPORATION
	By:	/s/ Roger B. Gorham
		Name:	Roger B. Gorham
		Title:	Senior Vice President — Finance and Investments, Chief Financial Officer

January 27, 2009	ALLEGHANY INSURANCE HOLDINGS LLC
	By:	/s/ Roger B. Gorham
		Name:	Roger B. Gorham
		Title:	Senior Vice President


January 27, 2009	ALLEGHANY CAPITAL PARTNERS LLC
	By:	/s/ Peter R. Sismondo
		Name:	Peter R. Sismondo
		Title:	Treasurer


January 27, 2009	CAPITOL TRANSAMERICA CORPORATION
	By:	*
		Name:	Frederick Taransky
		Title:	Vice President and Chief Financial Officer


January 27, 2009	EMPLOYERS DIRECT CORPORATION
	By:	*
		Name:	Ronald A. Groden
		Title:	Vice Chairman, Executive Vice President & Chief Financial Officer


January 27, 2009	PLATTE RIVER INSURANCE COMPANY
	By:	*
		Name:	Frederick Taransky
		Title:	Vice President and Chief Financial Officer


January 27, 2009	RSUI GROUP, INC.
	By:	*
		Name:	Phillip McCrorie
		Title:	Senior Vice President and Chief Financial Officer


CUSIP No.		896106200	13 G	Page		17		of		21 Pages


January 27, 2009	CAPITOL INDEMNITY CORPORATION
	By:	*
		Name:	Frederick Taransky
		Title:	Vice President and Chief Financial Officer

January 27, 2009	CAPITOL SPECIALTY CORPORATION
	By:	*
		Name:	Frederick Taransky
		Title:	Vice President and Chief Financial Officer

January 27, 2009	EMPLOYERS DIRECT INSURANCE COMPANY
	By:	*
		Name:	Ronald A. Groden
		Title:	Vice Chairman, Executive Vice President & Chief Financial Officer

January 27, 2009	RSUI INDEMNITY COMPANY
	By:	*
		Name:	Phillip McCrorie
		Title:	Senior Vice President and Chief Financial Officer



	*By:	/s/ Christopher K. Dalrymple
		Christopher K. Dalrymple
		Attorney-in-Fact


CUSIP No.		896106200	13 G	Page		18		of		21 Pages

EXHIBIT INDEX


Exhibit No.

A		Members of Filing Group

B		Joint Filing Agreement

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