[WINTERTHUR LOGO]
WINTERTHUR GROUP Head Office General Guisan-Str. 40
P.O. Box 357
CH-8401 Winterthur
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XL Insurance (Bermuda) Ltd
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-and-
Vitodorum Reinsurance Company (formerly called
Winterthur International)
Mythenquai 10
CH-8022 Zurich
For the attention of ▇▇▇▇ ▇▇▇▇▇▇▇▇
24 December 2003
SELLERS RETROCESSION AGREEMENTS
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Dear Sirs,
We refer to the second amended and restated agreement for the sale and purchase
of Winterthur International (the "SPA") made between us and dated as of 15
February 2001. Capitalised terms in this letter agreement shall have the meaning
as set out in the SPA unless otherwise defined in this letter agreement.
In relation to Article 5 of each of (i) the Sellers Retrocession Agreement (in
respect of the period to 31 December 2000) dated 24 July 2001 and made between
Winterthur International (Re) and Winterthur; and (ii) the Amended and Restated
Sellers Retrocession Agreement (in respect of the period to 30 June 2001) dated
8 February 2002 and made between Winterthur International (Re) and Winterthur
(collectively defined as the "SRAs"), we ask you to agree:
1. to the insertion of the following at the end of the first sentence
immediately after the phrase "... 31.12.2000 Financial Statements)";
"provided that from and after agreement or determination (whichever is earlier)
of the Seasoned Net Reserves Amount but with effect from 30 June 2004 the
"ultimate net loss" in respect of losses shall not exceed the sum provided for
in respect of such losses in the agreed or determined Seasoned Net Reserves
Amount except that such excess shall form part of the "ultimate net loss" to the
extent that it is due to (i) non recoverability of reinsurance receivables or
collectables; (ii) collected reinsurance which has since become repayable; or
(iii) additional sums payable to reinsurers which arise out of discussions as to
the valuation of reinsurance receivables, in each case, to the extent included
as part of the agreed or determined Seasoned Net Reserves Amount.
"Winterthur"
Swiss Insurance Company
Page 2
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To the extent that the amounts of any payments made under this Reinsurance
Agreement between 30 June 2004 and the date of agreement or determination of the
Seasoned Net Reserves Amount would not have been required to be paid pursuant to
the previous paragraph if the Seasoned Net Reserves Amount had been agreed or
determined at that time, such amounts shall be repaid to the party that made
such payment in cash within five Business Days of such agreement or
determination together with interest at a non-compounding rate per annum of 0.5
per cent. above Base Rate.
and
2. to amend the third paragraph of Article 5 as follows:
(i) so that "in such case" reads "in the case of either (i) or (ii) of this
paragraph";
(ii) so that the following words are included at the end of the paragraph "or
under the Seasoned Net Reserves Payment".
Clause 19 of the SRAs applies to this letter agreement.
Kindly consent to the above by signing and returning a copy of this letter
agreement.
Your faithfully
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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For and on behalf of "Winterthur" Swiss Insurance Company
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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For and on behalf of XL Insurance (Bermuda) Ltd
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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For and on behalf of Vitodorum Reinsurance Company
