Exhibit 10.12 Form of Securities Purchase Agreement SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 1998 • Annuity & Life Re Holdings LTD • Life insurance • New York
Article 1. DEFINITIONS AND INCORPORATION BY REFERENCE.....................................................1 Section 1.01. D efinitions..................................................................... ..1 Section 1.02. Other...Indenture • March 28th, 2002 • Annuity & Life Re Holdings LTD • Life insurance • New York
1 Exhibit 10.5 Registration Rights Agreement 2 REGISTRATION RIGHTS AGREEMENT dated January 9, 1998, among ANNUITY AND LIFE RE (HOLDINGS), LTD., a Bermuda corporation (the "Company"), and the Persons executing this Agreement as Holders (such persons...Registration Rights Agreement • January 15th, 1998 • Annuity & Life Re Holdings LTD • Life insurance • New York
ARTICLE I REPRESENTATIONS AND WARRANTIESSettlement Agreement • November 14th, 2003 • Annuity & Life Re Holdings LTD • Life insurance • New York
Form of Class B Warrant Class B Warrants have been agreed to be purchased by the following entities in substantially the form attached hereto for a number of Common Shares equal to the number set forth next to their names:Warrant Agreement • March 5th, 1998 • Annuity & Life Re Holdings LTD • Life insurance
EXHIBIT 10.1Employment Agreement • August 14th, 2003 • Annuity & Life Re Holdings LTD • Life insurance
Employment Agreement with Robert P. Mills, Jr. EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of January 5, 1998, by and between Annuity and Life Re (Holdings), Ltd., a Bermudian corporation (the "Company"), Annuity and Life Reassurance, Ltd., a...Employment Agreement • March 5th, 1998 • Annuity & Life Re Holdings LTD • Life insurance • New York
1 Exhibit 10.19 Letter Agreement [Letterhead of Annuity and Life Re (Holdings), Ltd.]Securities Purchase Agreement • March 20th, 1998 • Annuity & Life Re Holdings LTD • Life insurance
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 20th, 1998 • Annuity & Life Re Holdings LTD • Life insurance • New York
WITNESSETH:Employment Agreement • August 14th, 2003 • Annuity & Life Re Holdings LTD • Life insurance • New York
ANDMaster Agreement • February 4th, 2005 • Annuity & Life Re (Holdings), Ltd. • Life insurance • Iowa
Amendment No. 1 to Employment Agreement with Robert P. Mills, Jr. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the "Amendment") to the Employment Agreement dated as of January 5, 1998 (the "Employment Agreement") between Annuity and...Employment Agreement • March 5th, 1998 • Annuity & Life Re Holdings LTD • Life insurance
2 3 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with the Registration Statement or any amendment thereto (including the prospectus subject to completion, if any, included in the...Underwriting Agreement • May 14th, 1998 • Annuity & Life Re Holdings LTD • Life insurance • New York
MID OCEAN LOGO] LETTER OF INTENT between XL MID OCEAN REINSURANCE LTD and ANNUITY AND LIFE REASSURANCE, LTD.Letter of Intent • April 16th, 2003 • Annuity & Life Re Holdings LTD • Life insurance
Retrocession of portions of the business reinsured to XL Mid Ocean Reinsurance Ltd ("XLMO") from Old Mutual Life Assurance Company Ltd. ("Old Mutual") under agreement number LT00023A99.
WITNESSETH:Employment Agreement • November 14th, 2001 • Annuity & Life Re Holdings LTD • Life insurance • New York
2 3 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with the Registration Statement or any amendment thereto (including the prospectus subject to completion, if any, included in the...Underwriting Agreement • April 8th, 1998 • Annuity & Life Re Holdings LTD • Life insurance • New York
Exhibit 10.22 [LETTERHEAD OF ANNUITY & LIFE RE] September 4, 2002 (as revised December 19, 2002) Michael H. Choate c/o Annuity and Life Re America, Inc. 280 Trumbull Street Hartford, CT 06103 USA RE: RETENTION AGREEMENT Dear Michael: The Board of...Retention Agreement • April 16th, 2003 • Annuity & Life Re Holdings LTD • Life insurance
1 Exhibit 10.18 ANNUITY AND LIFE RE (HOLDINGS), LTD. EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of July 1, 1999 by and between Annuity & Life Re (Holdings), Ltd., a Bermudian corporation (the "Company", Annuity & Life Re America, Inc., a subsidiary...Employment Agreement • March 29th, 2000 • Annuity & Life Re Holdings LTD • Life insurance • Connecticut
EXHIBIT 10.1 EMPLOYMENT AGREEMENT AGREEMENT by and between Annuity and Life Re (Holdings), Ltd. (the "Company") and John F. Burke (the "Executive") dated as of the 3rd day of April, 2003. WHEREAS, the Board of Directors of the Company (the "Board")...Employment Agreement • May 15th, 2003 • Annuity & Life Re Holdings LTD • Life insurance
Form of Class B Warrant Class B Warrants have been agreed to be purchased by the following entities in substantially the form attached hereto for a number of Common Shares equal to the number set forth next to their names:Warrant Agreement • March 20th, 1998 • Annuity & Life Re Holdings LTD • Life insurance
Amendment No. 1 to Employment Agreeement with Robert J. Reale AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the "Amendment") to the Employment Agreement dated as of January 8, 1998 (the "Employment Agreement") between Annuity and Life...Employment Agreement • March 5th, 1998 • Annuity & Life Re Holdings LTD • Life insurance
Exhibit 2.7 NOVATION AND AMENDMENT AGREEMENT THIS NOVATION AGREEMENT is made as of December 31,2002 (the "Novation Date") among Annuity and Life Reassurance, Ltd ("ALRe"), XL Life Ltd ("XL"), and Protective Life Insurance Company ("Ceding Company")....Novation Agreement • January 16th, 2003 • Annuity & Life Re Holdings LTD • Life insurance
1 Exhibit 10.13 Form of Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT dated March ___, 1998, among ANNUITY AND LIFE RE (HOLDINGS), LTD., a Bermuda corporation (the "Company"), and [Purchaser] (the "Initial Holder"). The Company has...Registration Rights Agreement • March 20th, 1998 • Annuity & Life Re Holdings LTD • Life insurance • New York
1 Exhibit 10.17 ANNUITY AND LIFE RE (HOLDINGS), LTD. EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of January 1, 1999 by and between Annuity & Life Re (Holdings), Ltd., a Bermudian corporation (the "Company"), Annuity & Life Reassurance, Ltd., a...Employment Agreement • March 29th, 2000 • Annuity & Life Re Holdings LTD • Life insurance • New York
1 Exhibit 10.17 Annuity and Life Re (Holdings), Ltd. Victoria Hall, Victoria Street P.O. Box HM 1262 Hamilton, HM FX, Bermuda FINANCIAL ADVISORY SERVICES Dated as of December 23, 1997 Dear Sirs: This will confirm the understanding and agreement (the...Financial Advisory Services Agreement • April 8th, 1998 • Annuity & Life Re Holdings LTD • Life insurance
MATERIAL IN THIS DOCUMENT HAS BEEN OMITTED PURSUANT TO A CONFIDENTIALITY REQUEST. OMITTED MATERIALS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. [XL RE LOGO] ANNUITY AND LIFE REASSURANCE LTD. CUMBERLAND HOUSE 1 VICTORIA STREET HAMILTON HM 11...Retrocession Agreement • April 16th, 2003 • Annuity & Life Re Holdings LTD • Life insurance
March 4, 1998Securities Purchase Agreement • March 5th, 1998 • Annuity & Life Re Holdings LTD • Life insurance
XL CAPITAL LTDSecurities Purchase Agreement • March 15th, 2001 • Annuity & Life Re Holdings LTD • Life insurance
between XL LIFE LTD. (hereinafter called the "COMPANY"), ANDRetrocessional Reinsurance Agreement • January 16th, 2003 • Annuity & Life Re Holdings LTD • Life insurance • New York
COINSURANCE AGREEMENT Between ANNUITY AND LIFE REASSURANCE, LTD., (referred to as the Company) and WILTON REINSURANCE BERMUDA LIMITED (referred to as the Retrocessionaire) Dated January 17, 2006 Effective June 30, 2005Coinsurance Agreement • January 18th, 2006 • Annuity & Life Re (Holdings), Ltd. • Life insurance
THIS COINSURANCE AGREEMENT (the “Agreement”), is made and entered into this 17th day of January, 2006, by and between ANNUITY AND LIFE REASSURANCE, LTD., a Bermuda insurance company (the “Company”) and WILTON REINSURANCE BERMUDA LIMITED, a Bermuda insurance company (“Retrocessionaire”).
1 EXHIBIT 10.21 Sublease Agreement This underlease is dated the 25th day of November 1998 and is made between Annuity and Life Reassurance Ltd. having its office at Cumberland House, 1 Victoria St. Hamilton, Bermuda the lessor and Global Markets...Sublease Agreement • March 24th, 1999 • Annuity & Life Re Holdings LTD • Life insurance
WITNESSETH:Insurance Management Agreement • March 5th, 1998 • Annuity & Life Re Holdings LTD • Life insurance
Exhibit 2.9 NOVATION AGREEMENT THIS NOVATION AGREEMENT is made as of December 31, 2002 (the "Novation Date") among Annuity and Life Reassurance, Ltd ("ALRe"), XL Life Ltd ("XL"), and Phoenix Life Insurance Company ("Ceding Company"). WHEREAS, ALRe and...Novation Agreement • January 16th, 2003 • Annuity & Life Re Holdings LTD • Life insurance
WILTON RE 187 Danbury Road Riverview Building, Third Floor Wilton, Connecticut 06897 December 29, 2005Master Agreement • January 4th, 2006 • Annuity & Life Re (Holdings), Ltd. • Life insurance
This letter agreement modifies certain specified terms of the Master Agreement by and among Prudential Select Life Insurance Company of America (n/k/a Wilton Reassurance Company) (“Wilton America”), Wilton Reinsurance Bermuda Limited (“Wilton Bermuda” and, together with Wilton America, the “Retrocessionaires”), Annuity and Life Reassurance America, Inc. (“ALR America”), and Annuity and Life Reassurance Ltd. (“ALR Bermuda” and, together with ALR America, the “Companies”) dated as of August 10, 2005 (the “Master Agreement”). Capitalized terms used but not separately defined herein shall have the meanings ascribed to them in the Master Agreement.
MASTER AGREEMENTMaster Agreement • November 9th, 2005 • Annuity & Life Re (Holdings), Ltd. • Life insurance • New York
THIS MASTER AGREEMENT (“Agreement”), dated as of August 10, 2005, is entered into by and among PRUDENTIAL SELECT LIFE INSURANCE COMPANY OF AMERICA, a Minnesota insurance company (to be renamed Wilton Reassurance Company) (“Wilton America”), WILTON REINSURANCE BERMUDA LIMITED, a Bermuda insurance company (“Wilton Bermuda” and, together with Wilton America, the “Retrocessionaires”), ANNUITY AND LIFE REASSURANCE AMERICA, INC., a Connecticut insurance company (“ALR America”), and ANNUITY AND LIFE REASSURANCE, LTD., a Bermuda insurance company (“ALR Bermuda,” and, with ALR America, each a “Company” and together the “Companies”).
