AMENDMENT NO. 1 TO AMENDED AND RESTATED CATASTROPHE EQUITY SECURITIES ISSUANCE OPTION AGREEMENTOption Agreement • March 21st, 2002 • Trenwick Group LTD • Fire, marine & casualty insurance
Exhibit 99.4 THIS AGREEMENT is made the 11th day of November 2003 BETWEEN LaSalle (UK) Ltd., a limited liability company incorporated under the laws of Bermuda, whose principal place of business is at Canon's Court, Victoria Street, Hamilton, Bermuda...Agreement • December 24th, 2003 • Trenwick Group LTD • Fire, marine & casualty insurance • England
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement"), made and entered into as of May 11, 2001 (the "Effective Date"), by and between James F. Billett, Jr. (the "Executive") and Trenwick Group Ltd. (the "Company"); WITNESSETH THAT:...Employment Agreement • August 14th, 2001 • Trenwick Group LTD • Fire, marine & casualty insurance • New York
Exhibit 99.5 THIS AGREEMENT is made on the 11th day of November, 2003 BETWEEN: 1. BARCLAYS BANK PLC of 54 Lombard Street, London, EC3P 3AH (registered in England number 1026167) ("Barclays"); 2. FOSPV LIMITED of 54 Lombard Street, London EC3P 3AH...Agreement • December 24th, 2003 • Trenwick Group LTD • Fire, marine & casualty insurance • England
Exhibit 10.78 [LETTERHEAD OF TRENWICK GROUP LTD.] March 25, 2003 Mr. W. Marston Becker 48 Ledyard Road West Hartford, CT 06117-1708 Re: Amended and Restated Agreement Dear Mr. Becker: This amendment to your letter agreement (this "Agreement") will...Letter Agreement • April 30th, 2003 • Trenwick Group LTD • Fire, marine & casualty insurance • Connecticut
EXHIBIT 99.2 FIFTH AMENDMENT AND CONSENT TO THE HOLDINGS GUARANTY FIFTH AMENDMENT AND CONSENT TO THE HOLDINGS GUARANTY (the "Amendment"), dated as of January 16, 2003, among TRENWICK GROUP LTD., a company organized under the laws of Bermuda...Trenwick Group LTD • March 18th, 2003 • Fire, marine & casualty insurance • New York
Exhibit 10.2 THIRD AMENDMENT TO THE HOLDINGS GUARANTY THIRD AMENDMENT TO THE HOLDINGS GUARANTY (the "Amendment"), dated as of April 12, 2002, among TRENWICK GROUP LTD., a company organized under the laws of Bermuda ("Holdings") and the Banks party to...Trenwick Group LTD • May 15th, 2002 • Fire, marine & casualty insurance • New York
CREDIT AGREEMENTCredit Agreement • November 17th, 2000 • Trenwick Group LTD • Fire, marine & casualty insurance • New York
W I T N E S S E T H : - - - - - - - - - -Forbearance Agreement • December 3rd, 2002 • Trenwick Group LTD • Fire, marine & casualty insurance • New York
LaSalle Re Holdings Limited Trenwick Group Ltd. 25 Church Street Hamilton HM 12 BermudaOption Agreement • November 17th, 2000 • Trenwick Group LTD • Fire, marine & casualty insurance
Subject to the second and third sentences of this paragraph, European Reinsurance Company of Zurich ("ERZ"), as holder of a Majority Option Interest as defined in the Agreement, approves the Change in Control (as defined in the Agreement) resulting from the consummation of the transactions contemplated by the Amended and Restated Agreement, Schemes of Arrangement and Plan of Reorganization, dated as of March 20, 2000 and amended as of June 28, 2000, by and among LaSalle Re Holdings Limited, a company organized under the laws of Bermuda ("LaSalle Holdings"), LaSalle Re Limited, a company organized under the laws of Bermuda and a majority-owned subsidiary of LaSalle Holdings ("LaSalle Re"), Trenwick Group Inc., a Delaware corporation ("Trenwick"), and Gowin Holdings International Limited, a company organized under the laws of Bermuda which has changed its name to Trenwick Group Ltd. ("New Holdings"), whereby (i) holders of common shares of LaSalle Holdings ("LaSalle Common Shares"), hold
Exhibit 99.2 EIGHTH AMENDMENT TO THE HOLDINGS GUARANTY EIGHTH AMENDMENT TO THE HOLDINGS GUARANTY (the "Eighth Amendment"), dated as of March 24, 2003, among TRENWICK GROUP LTD., a company organized under the laws of Bermuda ("Holdings") and the Banks...Trenwick Group LTD • April 11th, 2003 • Fire, marine & casualty insurance • New York
Exhibit 10.1 THIRD AMENDMENT TO THE CREDIT AGREEMENT THIRD AMENDMENT TO THE CREDIT AGREEMENT (the "Third Amendment"), dated as of April 12, 2002, among TRENWICK AMERICA CORPORATION, a Delaware corporation (the "Borrower"), Trenwick Holdings LIMITED.,...Credit Agreement • May 15th, 2002 • Trenwick Group LTD • Fire, marine & casualty insurance • New York
TERM DEFINED SECTION ------------ ------- Acquiring Person 1(a) Act 1(b) Adjustment Shares 11(a)(ii) Affiliate 1(c) Agreement Intro Associate 1(c) Beneficial Owner 1(d) Board Intro Business Day 1(e) Close of Business 1(f) Common Shares 1(g) Common...Rights Agreement • August 23rd, 2000 • Trenwick Group LTD
W I T N E S S E T H :Second Supplemental Indenture • April 11th, 2003 • Trenwick Group LTD • Fire, marine & casualty insurance
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT DATED AS OF SEPTEMBER 27, 2000 BY AND BETWEEN TRENWICK GROUP LTD. AND FIRST CHICAGO TRUST COMPANY OF NEW YORKThe Rights Agreement • April 22nd, 2003 • Trenwick Group LTD • Fire, marine & casualty insurance
AMENDED AND RESTATED AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made as of the 26th day of September, 2000 (the "Agreement"), by and between Trenwick Group Inc., a Delaware corporation with a principal place of business in Stamford, Connecticut...And Restated Agreement • November 17th, 2000 • Trenwick Group LTD • Fire, marine & casualty insurance • Connecticut
BY AND BETWEENShare Retrocession Agreement • May 22nd, 2002 • Trenwick Group LTD • Fire, marine & casualty insurance
Exhibit 99.1 FIFTH WAIVER TO THE CREDIT AGREEMENT FIFTH WAIVER TO THE CREDIT AGREEMENT (the "Waiver"), dated as of March 21, 2003, among TRENWICK AMERICA CORPORATION, a Delaware corporation (the "Borrower"), Trenwick Holdings LIMITED., a company...The Credit Agreement • April 11th, 2003 • Trenwick Group LTD • Fire, marine & casualty insurance
Exhibit 10.28 EMPLOYMENT TERMINATION AGREEMENT EMPLOYMENT TERMINATION AGREEMENT, dated as of December 12, 2001 (this "Agreement"), between Trenwick Group Ltd., a Bermuda company (the "Company"), and Steven J. Bensinger (the "Executive"). WHEREAS,...Employment Termination Agreement • March 21st, 2002 • Trenwick Group LTD • Fire, marine & casualty insurance • New York
Exhibit 10.01 FIRST AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT FIRST AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT (the "Amendment"), dated as of June 13, 2001, among TRENWICK AMERICA CORPORATION, a Delaware corporation (the "Borrower"), Trenwick...Credit Agreement • January 11th, 2002 • Trenwick Group LTD • Fire, marine & casualty insurance • New York
andRights Agreement • October 2nd, 2000 • Trenwick Group LTD • Fire, marine & casualty insurance
Exhibit 99.2Trenwick Group LTD • December 26th, 2002 • Fire, marine & casualty insurance • New York
Exhibit 99.4 TRENWICK GROUP INC. AMENDED 1996 RB STOCK OPTION PLAN RESTRICTED STOCK AGREEMENTPlan Restricted Stock Agreement • October 10th, 2000 • Trenwick Group LTD • Fire, marine & casualty insurance • Delaware
Exhibit 10.15 ELEVENTH AMENDMENT AND CONSENT TO THE HOLDINGS GUARANTY ELEVENTH AMENDMENT AND CONSENT TO THE HOLDINGS GUARANTY (the "Eleventh Amendment"), dated as of April 16, 2003, among TRENWICK GROUP LTD., a company organized under the laws of...Trenwick Group LTD • May 15th, 2003 • Fire, marine & casualty insurance • New York
BACKGROUNDForbearance Agreement • November 14th, 2002 • Trenwick Group LTD • Fire, marine & casualty insurance • New York
Exhibit 99.1 [NATIONAL INDEMNITY COMPANY LETTERHEAD] November 1, 2002 Mr. Michael Watson Trenwick Managing Agents Limited No. 2 Minster Court Mincing Lane London EC3R 7FL England Re: Agreement between National Indemnity Company and Trenwick Managing...Trenwick Group LTD • November 5th, 2002 • Fire, marine & casualty insurance
September 27, 2000 (Executive Name) (Executive Address) Dear (Name): Effective as of the date of this letter and in accordance with the operation of Section 271 of the Delaware General Corporation Law, Trenwick Group Ltd. hereby assumes the benefits...Trenwick Group LTD • November 17th, 2000 • Fire, marine & casualty insurance
Effective as of the date of this letter and in accordance with the operation of Section 271 of the Delaware General Corporation Law, Trenwick Group Ltd. hereby assumes the benefits and obligations of Trenwick Group Inc. under the Amended and Restated Agreement, dated as of September 26, 2000, by and between Trenwick Group Inc. and you, a copy of which is attached hereto (the "Agreement").
Mr. Guy D. Hengesbaugh, David R. Whiting LaSalle Re Holdings Limited, Member of Senior Management 25 Church Street, European Reinsurance Company of Zurich Hamilton HM 12 Bermuda Branch Bermuda 8 Par La Villa Road Hamilton HM08 Fax No. 441 292-1383...Trenwick Group LTD • November 17th, 2000 • Fire, marine & casualty insurance
Notwithstanding the provisions of Section 6.8 of the Catastrophe Equity Securities Issuance Option Agreement (the "Agreement") entered into as of July 1, 1999. European Reinsurance Company of Zurich (as holder of a Majority Option Interest as defined in the Agreement) agrees that the Securities Issuance Option shall not be automatically terminated in the event of a Change of Control (as defined in the Agreement) resulting from a public announcement of a pending Change of Control transaction involving LaSalle Re Holdings Limited occurring on or before December 20, 1999.
BACKGROUNDForbearance Agreement • November 15th, 2002 • Trenwick Group LTD • Fire, marine & casualty insurance • New York
Exhibit 99.1Settlement Agreement • September 10th, 2002 • Trenwick Group LTD • Fire, marine & casualty insurance
Exhibit 99.2Trenwick Group LTD • July 18th, 2003 • Fire, marine & casualty insurance
Exhibit 10.2Letter Agreement • November 14th, 2002 • Trenwick Group LTD • Fire, marine & casualty insurance
RECITALSCatastrophe Equity Securities Issuance Option Agreement • March 21st, 2002 • Trenwick Group LTD • Fire, marine & casualty insurance
