0000912057-02-012844 Sample Contracts

Investment Advisory Agreement
Investment Advisory Agreement • April 1st, 2002 • Esg Re LTD • Life insurance • New York

INVESTMENT ADVISORY AGREEMENT dated as of December 1,1997, by and between EUROPEAN SPECIALTY REINSURANCE (IRELAND) LIMITED, an Irish company (the "Client"), and HEAD ASSET MANAGEMENT L.L.C., a limited liability company fanned under the laws of the State of Delaware (the "Adviser").

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CONTRACT OF EMPLOYMENT
Esg Re LTD • April 1st, 2002 • Life insurance

Accent Europe Insurance Company Limited, whose registered office is at 2nd Floor, 12/13 Exchange Place, IFSC, Dublin 1, Ireland ("The Company")

ESG RE LIMITED 2000 RESTRICTED STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 1st, 2002 • Esg Re LTD • Life insurance

WHEREAS, the Company maintains the ESG RE LIMITED 2000 Restricted Stock Plan (the "Plan") (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan);

Amendment to Investment Advisory Agreement
Investment Advisory Agreement • April 1st, 2002 • Esg Re LTD • Life insurance

Per paragraph 20 ("Amendment") of the above named Investment Advisory Agreement, the Investment Advisory Agreement is hereby amended as follows, with the agreement of both parties:

Amendment to Investment Advisory Agreement
Investment Advisory Agreement • April 1st, 2002 • Esg Re LTD • Life insurance

Per paragraph 20 ("Amendment") of the above named Investment Advisory Agreement, the Investment Advisory Agreement is hereby amended as follows, with the agreement of both parties:

Amendment to Investment Advisory Agreement
Investment Advisory Agreement • April 1st, 2002 • Esg Re LTD • Life insurance

Per paragraph 20 ("Amendment") of the above named Investment Advisory Agreement, the Investment Advisory Agreement is hereby amended as follows, with the agreement of both parties:

and REINSURANCE MANAGEMENT AGREEMENT
Management Agreement • April 1st, 2002 • Esg Re LTD • Life insurance • New York

This REINSURANCE MANAGEMENT AGREEMENT (this "AGREEMENT"), dated as of November 1, 2001, is entered into between ACE Capital Re Overseas Ltd. and ESG Re North America Ltd.

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