RIGHTS AGREEMENT between TRANSATLANTIC HOLDINGS, INC., and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent, Dated as of July 27, 2011Rights Agreement • July 28th, 2011 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • Delaware
RIGHTS AGREEMENT, dated as of July 27, 2011 (this “Agreement”), between TRANSATLANTIC HOLDINGS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Rights Agent”).
STOCKHOLDERS AGREEMENT dated as of June 4, 2009 by and among AMERICAN INTERNATIONAL GROUP, INC., AMERICAN HOME ASSURANCE COMPANY, and TRANSATLANTIC HOLDINGS, INC.Stockholders Agreement • August 7th, 2009 • Transatlantic Holdings Inc • Fire, marine & casualty insurance
STOCKHOLDERS AGREEMENT, dated as of June 4, 2009 (this “Agreement”), by and between TRANSATLANTIC HOLDINGS, INC., a Delaware corporation (the “Company”), AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (“AIG”), and AMERICAN HOME ASSURANCE COMPANY, a New York domiciled insurance company (“AHAC”, and together with AIG, “Stockholder”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 22nd, 2011 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 20, 2011, is by and among Alleghany Corporation, a Delaware corporation (“Alleghany”), Shoreline Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Alleghany (“Merger Sub”), and Transatlantic Holdings, Inc., a Delaware corporation (“Transatlantic”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2010 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
American Home Assurance Company, a New York insurance corporation, and a wholly owned subsidiary of American International Group, Inc., a Delaware corporation (the “Selling Stockholder”), a stockholder of Transatlantic Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I(a) hereto (the “Underwriters”) an aggregate of 8,466,693 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 725,969 additional shares (the “Optional Shares”) of common stock, par value $1.00 per share, of the Company (the “Stock”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares”.
TERMINATION AGREEMENTTermination Agreement • September 16th, 2011 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • Delaware
This TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of September 15, 2011, among Transatlantic Holdings, Inc., a Delaware corporation (“Transatlantic”), Allied World Assurance Company Holdings, AG, a corporation limited by shares organized under the laws of Switzerland (“Allied World”), and GO Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Allied World (“Merger Sub”), with such foregoing entities also referred to hereafter individually as a “Party” or collectively as the “Parties.”
TRANSATLANTIC HOLDINGS, INC. PARTNERS PLAN PERFORMANCE RSU AWARD AGREEMENTPerformance Rsu Award Agreement • November 9th, 2006 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
This award agreement (this “Award Agreement”) sets forth the terms and conditions of an award (this “Award”) of performance-based restricted stock units (“Performance RSUs”) awarded to you pursuant to the Transatlantic Holdings, Inc. Partners Plan (the “Partners Plan”) and issued to you under the Transatlantic Holdings, Inc. Amended and Restated 2003 Stock Incentive Plan (the “SIP”).
Exhibit 10.1 TRANSATLANTIC HOLDINGS, INC. STOCK OPTION AGREEMENT 2000 Stock Option Plan Agreement, dated _______________, between Transatlantic Holdings, Inc. ("TRH") and ________________________ (the "Employee"), an employee of TRH or a subsidiary...Stock Option Agreement • November 9th, 2004 • Transatlantic Holdings Inc • Fire, marine & casualty insurance
EXECUTIVE TRANSITION AGREEMENTExecutive Transition Agreement • November 23rd, 2011 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
THIS EXECUTIVE TRANSITION AGREEMENT (the “Agreement”), entered into as of November 20, 2011 (“Signing Date”), is between TRANSATLANTIC HOLDINGS, INC., a Delaware corporation (the “Company”) and ROBERT F. ORLICH (the “Executive”).
MASTER SEPARATION AGREEMENT dated as of May 28, 2009 by and among AMERICAN INTERNATIONAL GROUP, INC., AMERICAN HOME ASSURANCE COMPANY, and TRANSATLANTIC HOLDINGS, INC.Master Separation Agreement • May 28th, 2009 • Transatlantic Holdings Inc • Fire, marine & casualty insurance
This MASTER SEPARATION AGREEMENT (this “Agreement”), dated as of May 28, 2009, is entered into by and among AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (“AIG”), AMERICAN HOME ASSURANCE COMPANY, a New York domiciled insurance company and an indirectly wholly-owned subsidiary of AIG (“AHAC”), and TRANSATLANTIC HOLDINGS, INC., a Delaware corporation (“TRH”).
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • July 7th, 2011 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
THIS EXECUTIVE RETENTION AGREEMENT (the “Agreement”), dated as of ___________, is between TRANSATLANTIC HOLDINGS, INC., a Delaware corporation (the “Company”) and _______________ (the “Executive”).
FORM OF TRANSITION SERVICES AGREEMENT dated as of , 2009 between AMERICAN INTERNATIONAL GROUP, INC. and TRANSATLANTIC HOLDINGS, INC.Transition Services Agreement • May 28th, 2009 • Transatlantic Holdings Inc • Fire, marine & casualty insurance
This TRANSITION SERVICES AGREEMENT, dated as of , 2009 (this “Agreement”), is entered into by and between American International Group, Inc., a Delaware corporation (“AIG”), and Transatlantic Holdings, Inc., a Delaware corporation (the “Company”).
Transatlantic Holdings, Inc. UNDERWRITING AGREEMENT Dated November 18, 2009Underwriting Agreement • November 23rd, 2009 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
Transatlantic Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement, subject to the terms and conditions stated herein, to issue and sell $350,000,000 aggregate principal amount of its 8.00% Senior Notes due 2039 (the “Notes”) to Goldman Sachs & Co. and Wells Fargo Securities, LLC, as Representatives of the several underwriters listed on Schedule 1 (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule 1 opposite such Underwriter’s name.
VOTING AGREEMENTVoting Agreement • June 10th, 2009 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 8, 2009 by and between Transatlantic Holdings, Inc., a Delaware corporation (the “Company”) and Davis Selected Advisors, L.P., a Colorado limited partnership (“Stockholder”).
Transatlantic Holdings, Inc. letterhead]Offering Agreement • December 9th, 2005 • Transatlantic Holdings Inc • Fire, marine & casualty insurance
REGISTRATION RIGHTS AGREEMENT by and among Transatlantic Holdings, Inc., American International Group, Inc. and Designated Subsidiaries of American International Group, Inc.Registration Rights Agreement • March 15th, 2006 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of February 2, 2006, by and among Transatlantic Holdings, Inc., a Delaware corporation (the “Company”), American International Group, Inc., a Delaware corporation (“AIG”), and the subsidiaries of AIG listed on the signature page of this Agreement (the “Designated Subsidiaries”).
EXHIBIT 4(e) FORM OF RSU AWARD AGREEMENT TRANSATLANTIC HOLDINGS, INC. 2003 STOCK INCENTIVE PLAN RSU AWARD AGREEMENTRsu Award Agreement • December 23rd, 2003 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
FORM OF REGISTRATION RIGHTS AGREEMENT by and among Transatlantic Holdings, Inc., American International Group, Inc. and American Home Assurance Company Dated as of [•], 2009Registration Rights Agreement • May 28th, 2009 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2009, by and among Transatlantic Holdings, Inc., a Delaware corporation (the “Company”), American International Group, Inc., a Delaware corporation (“AIG”), and American Home Assurance Company, a New York corporation (“AHA”).
TRANSITION SERVICES AGREEMENT dated as of June 4, 2009 between AMERICAN INTERNATIONAL GROUP, INC. and TRANSATLANTIC HOLDINGS, INC.Transition Services Agreement • August 7th, 2009 • Transatlantic Holdings Inc • Fire, marine & casualty insurance
This TRANSITION SERVICES AGREEMENT, dated as of June 4, 2009 (this “Agreement”), is entered into by and between American International Group, Inc., a Delaware corporation (“AIG”), and Transatlantic Holdings, Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • November 22nd, 2011 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • Delaware
This VOTING AGREEMENT (this “Agreement”), is dated as of November 20, 2011, by and among Transatlantic Holdings, Inc. (“Transatlantic”) and the stockholders of Alleghany Corporation (“Alleghany”) listed on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement as of the date hereof.
Transatlantic Holdings, Inc. UNDERWRITING AGREEMENT Dated December 7, 2005Underwriting Agreement • December 9th, 2005 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
Transatlantic Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement, subject to the terms and conditions stated herein, to issue and sell $300,000,000 aggregate principal amount of its 5.75% Senior Notes due 2015 (the “Notes”) to Banc of America Securities LLC, Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule 1 opposite such Underwriter’s name. In connection with the afore-mentioned issuance and sale, American International Group, Inc. (“AIG”), the controlling shareholder of the Company, has informed the Company that certain of AIG’s subsidiaries intend to purchase an additional $450,000,000 aggregate principal amount of the Notes directly from the Company.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • November 22nd, 2011 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • Delaware
Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of November 20, 2011, between Transatlantic Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as Rights Agent (the “Rights Agent”), to the Rights Agreement, dated as of July 27, 2011, between the Company and the Rights Agent (the “Rights Agreement”); all capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
TRANSATLANTIC HOLDINGS, INC. Second Supplemental Indenture Dated as of November 23, 2009 (Supplemental to Indenture Dated as of December 14, 2005) The Bank of New York Mellon as TrusteeSecond Supplemental Indenture • November 23rd, 2009 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of November 23, 2009, between Transatlantic Holdings, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called “Trustee”);
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • July 2nd, 2009 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
THIS AGREEMENT, made as of the 30th day of June, 2009, by and between Transatlantic Holdings, Inc., a P&C reinsurance company organized under the laws of Delaware (hereinafter called the “Client”), and BlackRock Financial Management, Inc. (hereinafter called the “Manager”).
STOCK OFFERING AGREEMENTStock Offering Agreement • March 8th, 2010 • Transatlantic Holdings Inc • Fire, marine & casualty insurance
THIS STOCK OFFERING AGREEMENT, dated as of March 7, 2010 (this “Agreement”), is by and among American Home Assurance Company, Inc., a New York insurance corporation (“AHA”), Transatlantic Holdings, Inc., a Delaware corporation (the “Company”) and Goldman, Sachs & Co., Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives (the “Representatives”), of the several underwriters named in Schedule I(a) (collectively, the “Underwriters”) of the Underwriting Agreement (defined below).
Exhibit 10.2 TRANSATLANTIC HOLDINGS, INC. 2003 STOCK INCENTIVE PLAN RSU AWARD AGREEMENT This award agreement (this "Award Agreement") sets forth the terms and conditions of an award (this "Award") of restricted stock units ("RSUs") granted to you...Rsu Award Agreement • November 9th, 2004 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
TRANSATLANTIC HOLDINGS, INC. First Supplemental Indenture Dated as of December 14, 2005 (Supplemental to Indenture Dated as of December 14, 2005) The Bank of New York as TrusteeSupplemental Indenture • December 15th, 2005 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 14, 2005, among Transatlantic Holdings, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and The Bank of New York, a New York banking corporation, as Trustee (herein called “Trustee”);
REGISTRATION RIGHTS AGREEMENT by and among Transatlantic Holdings, Inc., American International Group, Inc. and American Home Assurance Company Dated as of June 4, 2009Registration Rights Agreement • August 7th, 2009 • Transatlantic Holdings Inc • Fire, marine & casualty insurance • New York
whether or not an underwriting agreement is entered into and whether or not the Registrable Securities are to be sold in an underwritten offering:
