CONFIRMATIONEndurance Specialty Holdings LTD • September 12th, 2007 • Fire, marine & casualty insurance • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
4,786,827 Shares ENDURANCE SPECIALTY HOLDINGS LTD. Ordinary Shares, Par Value $1.00 Per Share UNDERWRITING AGREEMENT September 10, 2007Underwriting Agreement • September 12th, 2007 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Deutsche Bank AG, London Branch (the “Forward Counterparty”) proposes to sell to Deutsche Bank Securities Inc. (the “Underwriter”) 2,200,000 ordinary shares of Endurance Specialty Holdings Ltd., a Bermuda company (the “Company”), par value $1.00 per share (the “Hedge Shares”). The outstanding ordinary shares of the Company, par value $1.00 per share, are hereinafter referred to as the “Ordinary Shares.” The Forward Counterparty has entered into a forward stock purchase agreement, consisting of a Confirmation (which incorporates the terms of an ISDA Master Agreement) dated the date hereof, with the Company (the “Forward Purchase Contract”), pursuant to which the Company has agreed to issue, and the Forward Counterparty has agreed to purchase (subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Forward Purchase Contract)), pursuant to the terms of the Forward Purchase Contract, a number of Ordinary Shares specified thereunder.
