European Re of Zurich
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 Bermuda
Telephone (441) 295-8907
Fax (441) 295-1757
December 19, 1999
Deal Guy,
Re: Catastrophe Equity Securities Issuance Option Agreement
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.
LaSalle Re Holdings Limited and European Reinsurance Company at Zurich (the
"Parties") agree that any public announcement of a pending Change of Control
transaction involving LaSalle Re Holdings Limited occurring on or before
December 20, 1999 shall not be considered a Change of Control for the purposes
of Section 6.8 of the Agreement. The Parties further agree that the occurrence
of a Change of Control event (a), (b) or (c) (as defined in the definition of
Change of Control in the Agreement) occurring after December 20, 1999 shall be
considered a Change of Control for the purposes of Section 6.8 of the Agreement,
notwithstanding any events which occurred on or before December 20, 1999.
All provisions of the Agreement remain in full force and effect.
Please confirm that the foregoing reflects our agreement by signing and
returning the duplicate of this letter enclosed herewith.
Sincerely,
/s/ David R. Whiting /s/ John P. Doucette
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David R. Whiting John P. Doucette
Member of Senior Management Member of Management
