Exhibit 99.10 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 29th, 1999 • Ace LTD • Fire, marine & casualty insurance • Delaware
EXHIBIT 99.12 STAND-BY CAPITAL COMMITMENT AGREEMENT This Stand-By Capital Commitment Agreement (this "Agreement") is made as of October 26, 1999 (the "Effective Date"), by and between Capital Re Corporation, a Delaware corporation (the "Borrower"),...Stand-by Capital Commitment Agreement • October 29th, 1999 • Ace LTD • Fire, marine & casualty insurance • New York
Exhibit 99.9 October 25, 1999 Board of Directors Capital Re Corporation 1325 Avenue of the Americas New York, New York 10019 Dear Sirs: This letter is to propose a further improvement to our October 14, 1999 and October 18, 1999 offers (the October 14...Merger Agreement • October 29th, 1999 • Ace LTD • Fire, marine & casualty insurance
This letter is to propose a further improvement to our October 14, 1999 and October 18, 1999 offers (the October 14 letter, as revised by the October 18 letter and this letter, the "Revised Offer") to amend the terms of our existing merger agreement, dated June 10, 1999 (the "Merger Agreement"). ACE Limited ("ACE") hereby offers to amend the terms of the existing Merger Agreement to provide for the acquisition of the shares of common stock of Capital Re Corporation ("Capital Re") not already owned by ACE for $14.00 per share in ordinary shares of ACE and cash, as more fully set forth below. We and our financial advisors strongly believe that our Revised Offer is more favorable, from a financial point of view, to your stockholders than the current proposal made by XL Capital Ltd. ACE remains committed to completing a strategic combination with Capital Re which is in the best interests of both ACE's and Capital Re's stockholders.
