EXHIBIT 1.1 CONVERIUM FINANCE S.A. (a societe anonyme incorporated in Luxembourg) Guaranteed Subordinated Notes due 2032 Unconditionally Guaranteed on a Subordinated Basis by each of CONVERIUM HOLDING AG (a company incorporated in Switzerland)Underwriting Agreement • December 18th, 2002 • Converium Holding Ag • Blank checks • New York
TRUST INDENTURE ACT SECTION INDENTURE SECTION --------------------------------- ----------------------------------------------- Section 310 (a)(1) 6.10 ------- ------------------------------------------------------------------------- (a)(2) 6.10...Converium Holding Ag • December 18th, 2002 • Blank checks • New York
AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of December 11, 2001Deposit Agreement • May 2nd, 2008 • Scor Holding (Switzerland) LTD • Fire, marine & casualty insurance • New York
DEPOSIT AGREEMENT dated as of December 11, 2001 among CONVERIUM2001, as amended and restated as of __________________, 2008, among SCOR HOLDING AG(SWITZERLAND) LID. (formerly known as Converium Holding AG), incorporated under the laws of Switzerland (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.
Converium Holding AG File No. 333-14108 Effective September 17, 2007, the name has changed to SCOR Holding (Switzerland) Ltd. Exhibit A to Deposit Agreement No.________________ AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents one...Converium Holding Ag • September 18th, 2007 • Fire, marine & casualty insurance
This Guarantee is dated October 21, 2004 between:Converium Holding Ag • June 30th, 2005 • Fire, marine & casualty insurance
By Converium AG (“Guarantor”) to and in favor of the Insureds (as defined below) of Converium Ruckversicherung (Deutschland) AG (the “Company”)
THIS FRONTING AND ADMINISTRATION AGREEMENT is made on the 25 day of April 2007 between: Whereas:Fronting and Administration Agreement • June 14th, 2007 • Converium Holding Ag • Fire, marine & casualty insurance • England and Wales
manage such Relevant Risks and (2) all business written in the name of National Indemnity and Munich Re or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3 under this Agreement will be fully reinsured by Converium.
INDENTURE Dated as of December 23, 2002 $200,000,000 8.25% Guaranteed Subordinated Notes Due 2032 Irrevocably and Unconditionally Guaranteed on a Subordinated BasisConverium Holding Ag • April 18th, 2003 • Blank checks • New York
INDENTURE, dated as of December 23, 2002 among Converium Finance S.A., a société anonyme incorporated under the laws of Luxembourg (herein called the “Issuer”), having its principal office at 54 boulevard Napoleon, Ier, L-2210 Luxembourg, Converium AG and Converium Holding AG, corporations incorporated under Swiss law (herein called the “Guarantors”), having their principal offices at General Guisan Quai 26, 8002 Zurich, Switzerland, and Baarerstrasse 8, 6300 Zug, Switzerland, respectively, and JPMorgan Chase Bank, a New York banking corporation organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).
SUBORDINATED GUARANTEEConverium Holding Ag • April 18th, 2003 • Blank checks
For value received, Converium AG and Converium Holding AG, corporations incorporated under Swiss law, having their registered offices at General Guisan-Quai 26, 8002 Zurich, Switzerland, and Baarerstrasse 8, 6300 Zug, Switzerland, respectively (herein called the “Guarantors”, which term includes any successor Person under the Indenture referred to in the Note upon which this Subordinated Guarantee is endorsed), jointly and severally, irrevocably and unconditionally agree, subject to the limitations set forth in this Subordinated Guarantee, to pay in full on a subordinated basis to the Holders of Notes from time to time, whether such rights under this Subordinated Guarantee are asserted by the Trustee or directly by any such Holder (without duplication of amounts theretofore paid by the Issuer or a Guarantor (including without duplication of amounts theretofore paid under the Subordinated Guarantee)), if, as and when due, regardless of any defense, right of setoff or counterclaim that t
Guarantee Request and Reimbursement Agreement between Converium AG, Zurich, Switzerland (hereinafter referred to as the “Borrower”) and Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich, Germany (hereinafter referred to as “Bank”)Reimbursement Agreement • June 14th, 2007 • Converium Holding Ag • Fire, marine & casualty insurance
Converium AG MDU Investments LimitedPut Option Agreement • April 18th, 2003 • Converium Holding Ag • Blank checks • London
AMENDMENT NO. 1 TO THE QUOTA SHARE RETROCESSION AGREEMENT BETWEEN ZURICH INSURANCE COMPANY (INCLUDING ITS BERMUDA BRANCH) AND CONVERIUM AG, DATED AS OF OCTOBER 1, 2001 AND EFFECTIVE AS OF JULY 1, 2001Quota Share Retrocession Agreement • June 29th, 2006 • Converium Holding Ag • Fire, marine & casualty insurance
TRANSACTION AGREEMENTTransaction Agreement • June 14th, 2007 • Converium Holding Ag • Fire, marine & casualty insurance
This Transaction Agreement dated as of May 9, 2007 (the “Agreement”) is entered into by and between SCOR S.A., a société anonyme organized and existing under the laws of the French Republic (“SCOR” or the “Offeror”), and Converium Holding AG, an Aktiengesellschaft organized and existing under the laws of Switzerland (“Converium” or the “Company” and, together with the Offeror, the “Parties”). Capitalized terms not expressly defined herein shall have the meaning ascribed to them in the Offer Prospectus (as defined below).
STOCK PURCHASE AGREEMENT by and between NATIONAL INDEMNITY COMPANY and CONVERIUM AG dated as of October 16, 2006Stock Purchase Agreement • June 14th, 2007 • Converium Holding Ag • Fire, marine & casualty insurance • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 16, 2006 by and between National Indemnity Company, a corporation organized under the laws of the State of Nebraska, United States of America (the “Purchaser” or “NICO”), and Converium AG, a corporation organized under the laws of Switzerland (the “Seller”).
PURCHASE AGREEMENTPurchase Agreement • April 18th, 2003 • Converium Holding Ag • Blank checks
Converium Finance S.A., 54 boulevard Napoléon Ier, 2210 Luxembourg, Luxembourg, a company established under the laws of Luxembourg (the “Buyer”)
AGREEMENT DATED 24th July, 2003 US$900,000,000 CREDIT FACILITY FOR CONVERIUM AG, ZURICH ARRANGED BY ABN AMRO BANK N.V. BARCLAYS CAPITAL COMMERZBANK AKTIENGESELLSCHAFT LondonAgreement • April 9th, 2004 • Converium Holding Ag • Fire, marine & casualty insurance
ROYAL & SUN ALLIANCE INSURANCE PLC AND CONVERIUM AG AGREEMENT FOR THE SALE AND PURCHASE OF PART OF ROYAL & SUN ALLIANCE INSURANCE PLC’S SHAREHOLDING IN GLOBAL AEROSPACE UNDERWRITING MANAGERS LIMITEDAgreement • April 9th, 2004 • Converium Holding Ag • Fire, marine & casualty insurance
ContractSupplemental Agreement • April 18th, 2003 • Converium Holding Ag • Blank checks
