AGREEMENT AND PLAN OF MERGER By and Among ENDURANCE SPECIALTY HOLDINGS LTD., SOMPO HOLDINGS, INC. and VOLCANO INTERNATIONAL LIMITED Dated as of October 5, 2016Agreement and Plan of Merger • October 5th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 5, 2016, among Endurance Specialty Holdings Ltd., a Bermuda exempted company (the “Company”), Sompo Holdings, Inc., a kabushiki kaisha organized under the laws of Japan (“Parent”), and Volcano International Limited, a Bermuda exempted company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”).
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • October 5th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
This Amended and Restated Indemnification Agreement (this “Agreement”), is made the 5th day of October, 2016 by and between Endurance Specialty Holdings Ltd., a Bermuda company (the “Company”), and John R. Charman, who serves as an officer and director of the Company on the date hereof (the “Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
