SCOR US CORP, 10-Q, 1994-08-15

SCOR US CORP
10-Q, 1994-08-15
FIRE, MARINE & CASUALTY INSURANCE

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INDEPENDENT AUDITORS' REPORT

The Board of Directors
SCOR U.S. Corporation:

We have reviewed the consolidated balance sheet of SCOR U.S. Corporation
and subsidiaries (the Company) as of June 30, 1994, and the related
consolidated statements of operations, stockholders' equity and cash flows
for the three month and six month periods ended June 30, 1994 and 1993.
These consolidated financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.

Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of SCOR U.S. Corporation
and subsidiaries as of December 31, 1993, and the related consolidated
statements of operations, stockholders' equity and cash flows for the year
then ended (not presented herein); and in our report dated February 1,
1994, except for Note 15, as to which the date was February 10, 1994, we
expressed an unqualified opinion on those consolidated financial
statements.

As discussed in Note 3 to the consolidated financial statements for the
three month and six month periods ended June 30, 1994, the Company changed
its method of accounting for multiple year retrospectively rated
reinsurance contracts and for the adoption of the provisions of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 113,"Accounting and Reporting of Short-Duration and Long-
Duration Contracts," in 1993.

KPMG Peat Marwick
(Signature)

New York, New York
August 2, 1994 <PAGE>

<TABLE>
SCOR U.S. CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
<CAPTION>
June 30, December 31,
1994 1993
<S> <C> <C>

ASSETS

Investments:
Fixed maturities:
Available for sale, at fair value
(amortized cost: $585,826 and $558,882) $ 569,422 $ 581,104
Held to maturity, at amortized cost
(fair value: $19,977 and $27,109) 19,849 24,876
Equity securities, at fair value
(cost: $14,483 and $15,581) 15,043 18,951
Short-term investments, at cost 55,157 90,642
Other long-term investments 1,200 1,081
660,671 716,654

Cash 13,994 17,096
Accrued investment income 10,275 10,169
Premiums receivable 109,975 80,319
Reinsurance recoverable on paid losses:
Affiliates 12,216 9,498
Other 43,672 27,329
Reinsurance recoverable on unpaid losses:
Affiliates 125,463 134,154
Other 98,605 87,689
Prepaid reinsurance premiums:
Affiliates 10,407 14,578
Other 12,033 11,839
Deferred policy acquisition costs 25,609 24,140
Deferred Federal income tax benefits 38,280 11,894
Investment in affiliates 11,048 10,789
Other assets 42,455 37,963
$ 1,214,703 $ 1,194,111

See notes to consolidated financial statements.

</TABLE>

4 <PAGE>

<TABLE>
SCOR U.S. CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
<CAPTION>
June 30, December 31,
1994 1993

LIABILITIES

Losses and loss expenses $ 622,829 $ 562,209
Unearned premiums 121,633 114,376
Funds held under reinsurance treaties:
Affiliates 3,719 21,777
Other 19,485 17,825
Reinsurance balances payable:
Affiliates 9,898 18,196
Other 59,825 42,037
Convertible subordinated debentures 86,250 86,250
Notes payable 20,000 20,000
Commercial paper 10,954 10,721
Other liabilities 13,309 10,031
967,902 903,422

STOCKHOLDERS' EQUITY
Preferred stock, no par value, 5,000
shares authorized; no shares issued -0- -0-
Common stock, $0.30 par value,
50,000 shares authorized;
18,299 and 18,299 shares issued 5,490 5,490
Additional paid-in capital 112,894 112,670
Unrealized appreciation (depreciation)
of investments (10,299) 16,634
Foreign currency translation adjustment (269) 12
Retained earnings 140,452 157,532
Treasury stock, at cost(158 and 190 shares) (1,467) (1,649)
246,801 290,689
$ 1,214,703 $ 1,194,111

See notes to consolidated financial statements.

</TABLE>

5 <PAGE>

<TABLE>
SCOR U.S. CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(in thousands, except per share data)

<CAPTION>
Three Months Ended
June 30, June 30,
1994 1993 1994 1993

REVENUES

Net premiums earned $ 54,983 $ 56,722 $ 117,668 $ 110,482
Net investment income 10,208 10,866 20,206 20,898
Net realized investment gains 413 2,029 736 5,357
65,604 69,617 138,610 136,737

LOSSES AND EXPENSES

Losses and loss expenses, net 42,991 37,770 113,498 71,744
Commissions, net 14,356 14,489 31,875 27,769
Other underwriting and
administration expenses 5,980 6,866 12,787 13,006
Other expenses 1,062 978 1,475 1,928
Interest expense 2,204 2,349 4,528 3,521
66,593 62,452 164,163 117,968
Income (loss) from operations before
Federal income taxes and cumulative
effect of accounting changes (989) 7,165 (25,553) 18,769
Federal income taxes (benefit) (1,592) 1,292 (11,738) 4,123
Income (loss) from operations 603 5,873 (13,815) 14,646
Cumulative effect of accounting changes -0- -0- -0- (2,600)
Net income (loss) $ 603 $ 5,873 $ (13,815) $ 12,046

See notes to consolidated financial statements.

</TABLE>

6 <PAGE>

<TABLE>
SCOR U.S. CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(in thousands, except per share data)

<CAPTION>
Three Months Ended
Six Months Ended
June 30, June 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>

PER SHARE DATA

PRIMARY

Average common and common
equivalent shares outstanding 18,191 18,472 18,125 18,483

Income (loss) from operations $ 0.03 $ 0.32 $ (0.76) $ 0.79

Cumulative effect of accounting changes -0- -0- -0- (0.14)

Net income (loss) $ 0.03 $ 0.32 $ (0.76) $ 0.65

FULLY DILUTED

Average common and common
equivalent shares outstanding 18,191 21,742 18,125 20,152

Income (loss) from operations $ 0.03 $ 0.31 $ (0.76) $ 0.77

Cumulative effect of accounting changes -0- -0- -0- (0.13)

Net income (loss) $ 0.03 $ 0.31 4 (0.76) $ 0.64

See notes to consolidated financial statements.

</TABLE>
7 <PAGE>

<TABLE>
SCOR U.S. CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<CAPTION>
Six Months Ended June 30,
(Unaudited)
(in thousands, except per share data)

1994 1993
<S> <C> <C>

COMMON STOCK
Balance at beginning of year $ 5,490 $ 5,453
Issuance of common stock -0- 37
Balance at end of period 5,490 5,490

ADDITIONAL PAID-IN CAPITAL
Balance at beginning of year 112,670 112,068
Issuance of common stock 179 1,416
Change in unpaid stock options exercised 45 (787)
Balance at end of period 112,894 112,697

UNREALIZED APPRECIATION (DEPRECIATION)
OF INVESTMENTS
Balance at beginning of year 16,634 11,416
Change in unrealized appreciation (26,933) 7,012
Balance at end of period (10,299) 18,428

FOREIGN CURRENCY TRANSLATION ADJUSTMENT
Balance at beginning of year 12 254
Change in foreign currency
translation adjustment (281) (45)
Balance at end of period (269) 209

RETAINED EARNINGS
Balance at beginning of year 157,532 138,002
Net income (13,815) 12,046
Dividends ($.18 and $.16 per share) (3,265) (2,899)
Balance at end of period 140,452 147,149

TREASURY STOCK
Balance at beginning of year (1,649) (1,077)
Net (purchases) reissuance of treasury stock 182 (4)
Balance at end of period (1,467) (1,081)

TOTAL STOCKHOLDERS' EQUITY AT END OF PERIOD $ 246,801 $ 282,892

Common stock shares
Balance at beginning of year 18,299 18,176
Issuance of common stock -0- 123
Balance at end of period 18,299 18,299

Treasury stock shares
Balance at beginning of year 190 153
Net purchases (reissuance) of treasury stock (32) 1
Balance at end of period 158 154

See notes to consolidated financial statements.

</TABLE>
8 <PAGE>

<TABLE>
SCOR U.S. CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

Three Mon
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ 603 $ 5,873 $(13,815) $ 12,046
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Cumulative effect of accounting changes -0- -0- -0- 2,600
Realized investment gains (413) (2,029) (736) (5,357)
Changes in assets and liabilities:
Accrued investment income (162) (1,976) (106) (280)
Premium balances, net (23,384) (4,177) (20,166) (8,144)
Prepaid reinsurance premiums 2,295 3,894 3,977 (5,944)
Reinsurance recoverable on paid losses (5,669) (2,048) (19,061) 7,068
Deferred policy acquisition costs (51) 685 (1,469) (1,910)
Losses and loss expenses 7,453 (10,339) 60,620 1,617
Unearned premiums (1,189) (351) 7,257 9,078
Reinsurance recoverable on unpaid losses 6,375 2,658 (2,225) (14,353)
Funds held under reinsurance treaties 123 (2,328) (16,398) (491)
Federal income taxes (1,592) (1,007) (13,538) 9,324
Other 431 582 201 712
Net cash provided by (used in) operating (15,180) (10,563) (15,459) 5,966
activities

See notes to consolidated financial statements.
</TABLE>

9 <PAGE>

<TABLE>
SCOR U.S. CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

Three Mon
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993

CASH FLOWS FROM INVESTING ACTIVITIES

Sales, maturities or redemptions
of fixed maturities 98,862 70,454 138,788 183,097
Sales of equity securities 2,145 3,435 4,516 4,953
Net sales (purchases) of
short-term investments (7,520) 63,401 36,734 (42,990)
Investments in fixed maturities (80,865) (112,295) (159,668) (225,819)
Investments in equity securities (486) (3,536) (2,215) (4,368)
Other (1,808) (2,339) (2,980) (3,594)
Net cash provided by (used in) investing activities 10,328 19,120 15,175 (88,721)

CASH FLOWS FROM FINANCING ACTIVITIES

Dividends paid (1,632) (1,452) (3,265) (2,899)
Proceeds from issuance of convertible
subordinated debentures -0- -0- -0- 85,172
Proceeds from issuance of commercial paper-net 6 16 27 57
Proceeds from stock options exercised 27 837 45 960
Other 282 (747) 375 297
Net cash provided by (used in) financing activities (1,317) (1,346) (2,818) 83,587

Net increase (decrease) in cash (6,169) 7,211 (3,102) 832
Cash at beginning of period 20,163 13,999 17,096 20,378
Cash at end of period $ 13,994 $ 21,210 $ 13,994 $ 21,210

See notes to consolidated financial statements.

</TABLE>

10 <PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

SCOR U.S. Corporation ("SCOR U.S." or "Company") is a
holding company, the principal operating subsidiaries of which
are SCOR Reinsurance Company ("SCOR Re"), General Security
Insurance Company ("GSIC"), The Unity Fire and General Insurance
Company ("Unity Fire") and General Security Indemnity Company
("GSIND").

The Company, through its subsidiaries, provides property
and casualty insurance and reinsurance to primary insurance
companies on both a treaty and facultative basis. SCOR Re
specializes in underwriting treaties covering non-standard
automobile, commercial and technical risks and provides property,
casualty and special risk coverages on a facultative basis. SCOR
Re writes treaty business almost exclusively through reinsurance
intermediaries. SCOR Re writes facultative business directly
with primary insurance companies and through reinsurance
intermediaries. GSIC and Unity Fire provide property and
casualty insurance on both a primary and excess basis,
specializing in alternative risk market coverages. GSIND
provides commercial property and casualty coverages on a surplus
lines basis.

The unaudited interim consolidated financial statements
have been prepared on the basis of Generally Accepted Accounting
Principles ("GAAP") and in the opinion of management, reflect all
adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of results for such periods.
The results of operations for any interim period are not
necessarily indicative of results for the full year.

These consolidated financial statements should be read in
conjunction with the consolidated financial statements and
related notes in the Company's 1993 Annual Report on Form 10-K as
filed with the Securities and Exchange Commission.

2. PER SHARE DATA

Primary earnings per share are based on the weighted
average number of common shares outstanding during the period
and, if dilutive, common shares assumed to be outstanding which
are issuable under stock option plans. Fully diluted earnings
per share are based on the additional assumption that the
Debentures (as defined in Note 6) are converted into common
shares, if dilutive.

3. ACCOUNTING CHANGES

11 <PAGE>

fair values and for all investments in debt securities. Under
SFAS 115, investments are classified into three categories. Debt
securities that management has the positive intent and the
ability to hold to maturity are classified as "held to maturity"
and reported at amortized cost. Debt and equity securities that
are bought and held for the purpose of selling them in the near
term are classified as "trading securities" and reported at fair
value with unrealized gains and losses included in earnings.
Debt and equity securities not classified as either of the above
categories are classified as "available for sale securities" and
reported at fair value with unrealized gains and losses reported
as a separate component of stockholders' equity. The adoption of
SFAS 115 did not have any effect on the Company's financial
position or its results from operations.

The FASB's Emerging Issues Task Force ("EITF") reached a
consensus on July 22, 1993 regarding Issue No. 93-6, "Accounting
for Multiple-Year Retrospectively-Rated Contracts by Ceding and
Assuming Enterprises" ("EITF 93-6"). EITF 93-6 has had an impact
on certain of the Company's retrocessional agreements. As a
result of the Company's implementation of the change in
accounting method, as of January 1, 1993, $2.6 million, or $0.14
per share (after-tax), is included as a reduction to income as a
cumulative adjustment. The effect of this change, excluding the
cumulative adjustment, for the three months and six months ended
June 30, 1993 was to increase net income by $19,000, or $0.00 per
share, and $1.3 million, or $0.06 per share, respectively.

In the first quarter of 1993, the Company adopted Statement
of Financial Accounting Standards No. 113 "Accounting and
Reporting for Reinsurance of Short-Duration and Long-Duration
Contracts" ("SFAS 113"). The significant provisions of SFAS 113
require grossing-up the balance sheet to eliminate the reporting
of assets and liabilities relating to reinsured contracts net of
the effects of reinsurance, establish the conditions for a
contract to be accounted for as reinsurance, require the deferral
and amortization of any gain from retroactive contracts as
defined in SFAS 113, and provide guidance in assessing transfer
of insurance risk in reinsurance. The adoption of SFAS 113 did
not have a material effect on the Company's financial position or
its results from operations.

4. INCOME TAXES

The Company's effective income tax rate differs from the
current statutory federal income tax rate of 35% principally due
to tax-exempt interest income and dividends received deductions.

12 <PAGE>

<TABLE>
5. REINSURANCE

The effect of ceded reinsurance on the Statement of Operations for the
three and six months ended June 30, 1994 and 1993 are as follows (in
thousands):
<CAPTION>
THREE MONTHS ENDED JUNE 30, 1994
<S> <C> <C> <C>
Loss
and Loss
Premium Premium Expenses
Written Earned Incurred

Direct $ 2,365 $ 3,017 $ 2,536
Assumed 66,833 67,370 43,632
Ceded- affiliate (6,052) (7,286) (2,285)
Ceded - other (7,057) (8,118) (892)
Net $ 56,089 $ 54,983 $ 42,991

THREE MONTHS ENDED JUNE 30, 1993

Direct $ 2,336 $ 1,679 $ 141
Assumed 72,690 73,698 55,170
Ceded - affiliate (9,102) (7,844) (10,031)
Ceded - other (5,659) (10,811) (7,510)
Net $ 60,265 $ 56,722 $ 37,770

SIX MONTHS ENDED JUNE 30, 1994
Loss
and Loss
Premiums Premiums Expenses
Written Earned Incurred

Direct $ 5,955 $ 6,823 $ 5,636
Assumed 157,986 149,861 163,045
Ceded - affiliate (16,930) (20,933) (25,679)
Ceded - other (18,109) (18,083) (29,504)
Net $ 128,902 $ 117,668 $ 113,498

SIX MONTHS ENDED JUNE 30, 1993

Direct $ 4,833 $ 4,157 $ 6,144
Assumed 155,827 147,427 110,801
Ceded - affiliate (22,039) (21,020) (23,081)
Ceded - other (25,007) (20,082) (22,120)
Net $ 113,614 $ 110,482 $ 71,744

</TABLE>

13 <PAGE>

6. CONVERTIBLE SUBORDINATED DEBENTURES

On March 29, 1993, SCOR U.S. sold at par $86.25 million of
5.25% Convertible Subordinated Debentures due April 1, 2000
("Debentures") through a private offering. The Debentures are
not redeemable by the Company prior to April 3, 1996 and are
convertible into approximately 3.4 million shares of SCOR U.S.
common stock at a conversion price of $25.375 per share.
Expenses incurred in the offering of approximately $1.8 million
were deferred and are being amortized over the life of the
Debentures. The Company contributed $50 million of the net
proceeds to SCOR Re.

14 <PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

GENERAL

SCOR U.S. Corporation ("SCOR U.S." or the "Company") is a
holding company, the principal operating subsidiaries of which
are SCOR Reinsurance Company ("SCOR Re"), General Security
Insurance Company ("GSIC"), The Unity Fire and General Insurance
Company ("Unity Fire") and General Security Indemnity Company
("GSIND").

The Company, through its subsidiaries, provides property and
casualty insurance and reinsurance to primary insurance companies
on both a treaty and facultative basis. SCOR Re specializes in
underwriting treaties covering non-standard automobile,
commercial and technical risks and provides property, casualty
and special risk coverages on a facultative basis. SCOR Re
writes treaty business almost exclusively through reinsurance
intermediaries. SCOR Re writes facultative business directly
with primary insurance companies and through reinsurance
intermediaries. GSIC and Unity Fire provide property and
casualty insurance on both a primary and excess basis,
specializing in alternative risk market coverages. GSIND
provides commercial property and casualty coverages on a surplus
lines basis.

The operating results of the property and casualty insurance
and reinsurance industry are subject to significant fluctuations
due to competition, catastrophic events, general economic
conditions, interest rates and other factors such as changes in
tax laws and regulations. The operating results of SCOR U.S.
have been influenced by these cycles.

UNDERWRITING RESULTS

The underwriting results of a property and casualty insurer
or reinsurer are discussed frequently by reference to its loss
ratio, underwriting expense ratio and combined ratio. The loss
ratio is the result of dividing losses and loss expenses incurred
by net premiums earned. The underwriting expense ratio is the
result of dividing underwriting expenses by net premiums written
for purposes of Statutory Accounting Practices ("SAP") and net
premiums earned for purposes of Generally Accepted Accounting
Principles ("GAAP"). The combined ratio is the sum of the loss
ratio and the underwriting expense ratio. A combined ratio under
100% generally indicates underwriting profits and a combined
ratio exceeding 100% generally indicates underwriting losses.
Underwriting profit is only one element of overall profitability,

15 <PAGE>

which also includes investment results, interest expense and the
effects of income taxation. Accordingly, the combined ratio
alone should not be used to measure overall profitability. The
ratios discussed below have been calculated on a GAAP basis.

The following table sets forth the Company's GAAP combined
ratios and the components thereof for the periods indicated, and
the SAP combined ratio for the Company's insurance and
reinsurance subsidiaries. The GAAP ratios include the operating
expenses of the holding company and the non-insurance
subsidiaries, in addition to the operating expenses of the
insurance and reinsurance subsidiaries. The SAP expense ratios
include only the operating expenses of the insurance and
reinsurance subsidiaries. In addition, the GAAP loss ratio takes
into consideration recoveries under certain retrocessional
agreements with SCOR S.A., the Company's majority shareholder,
whereas these recoveries are included in other income for SAP
purposes.

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,

1994 1993 1994 1993
<S> <C> <C> <C> <C>

GAAP RATIOS
(Total Company)

Loss ratio 78.2% 66.6% 96.5% 64.9%

Commission ratio 26.1% 25.5% 27.1% 25.1%
U/W, admin. and other
expense ratio 12.8% 13.8% 12.1% 13.5%
Expense ratio 38.9% 39.3% 39.2% 38.6%

Combined ratio 117.1% 105.9% 135.7% 103.5%

SAP RATIOS*

Combined ratio 114.0% 98.1% 130.1% 106.5%

* Reinsurance and insurance subsidiaries only.
</TABLE>

COMPARISON OF SECOND QUARTER RESULTS FOR 1994 WITH 1993

Gross premiums written for 1994 decreased 8% to
$69.2 million from $75.0 million in 1993. Net premiums written
for 1994 decreased 7% to $56.1 million from $60.3 million for
1993. The decrease in premium volume was attributable principally
to the continued withdrawal from certain property and casualty
lines of business where the Company believes rates and/or
conditions are inadequate. More specifically, throughout 1994

16 <PAGE>

the Company has been reducing its property business written on a
pro rata basis. A combination of an acceleration in the
reduction of this business and fewer attractive opportunities in
targeted lines of business caused the reduction in 1994 premium
volume.

Net losses and loss expenses incurred increased 14% in 1994
to $43.0 million from $37.8 million in 1993. The loss ratio was
78.2% for 1994 as compared with 66.6% for 1993. During 1993 the
Company incurred $3.0 million of net losses ($4.0 million of
gross losses) resulting from property catastrophe events,
primarily the World Trade Center bombing and the East Coast
blizzard, which adversely affected the loss ratio by 5.5 points.
The Company did not experience any material amount of incurred
losses from property catastrophe events in the second quarter of
1994. The Company experienced an increase in non-catastrophe
related treaty incurred losses during the second quarter of 1994.

During 1994 and 1993, the Company ceded $15.4 million and
$18.7 million of earned premiums, respectively. The Company
recovered from retrocessionnaires $3.2 million and $17.5 million
of losses during 1994 and 1993, respectively.

Commission expenses decreased 1% to $14.4 million in 1994
from $14.5 million in 1993. The commission ratio was 26.1% for
1994, compared with 25.5% for 1993.

Underwriting, administration and other expenses decreased
10% in 1994 to $7.0 million from $7.8 million in 1993. The
underwriting and other expense ratio was 12.8% for 1994 as
compared with 13.8% for 1993.

The combined ratio was 117.1% for 1994, compared with
105.9% for 1993. The effect of property catastrophe events on
the 1993 combined ratio was 5.5 points.

Net investment income for 1994 decreased 6% to $10.2
million from $10.9 million in 1993. Net investment income (pre-
tax) has been affected adversely by the high level of claim
payments made since mid-1992 related to catastrophic events and
the Company's managed shift toward a greater percentage of tax-
exempt securities. Offsetting the above factors was an increase
in investment income related to the proceeds of the issuance by
the Company in March, 1993 of $86.25 million of 5.25% Convertible
Subordinated Debentures due April 1, 2000 ("Debentures") (see
Liquidity and Capital Resources). On an after-tax basis, net
investment income decreased 4% to $8.1 million for 1994, compared
with $8.3 million in 1993. Net realized investment gains for
1994 were $400,000, compared with $2.0 million for 1993.

Interest expense decreased 6% to $2.2 million in 1994 from
$2.3 million in 1993.

17 <PAGE>

The Company's net income for 1994 was $600,000, or $0.03
per share, on a primary basis, compared with $5.9 million, or
$0.32 per share, for 1993. The 1993 results were affected by
after-tax charges to operations, net of reinsurance, of $1.9
million, or $0.11 per share for property catastrophe events.
Average common and common equivalent shares outstanding (on a
primary basis) for 1994 were 18.2 million, compared with 18.5
million for 1993.

COMPARISON OF YEAR TO DATE RESULTS FOR 1994 WITH 1993

Gross premiums written for 1994 increased 2% to
$163.9 million from $160.7 million in 1993. Net premiums written
for 1994 increased 13% to $128.9 million from $113.6 million for
1993. Gross premiums written and net premiums written for 1994
were increased by $800,000 and reduced by $5.4 million,
respectively, of additional premiums to reinstate catastrophe
reinsurance protections subsequent to the January 1994 Northridge
earthquake. Excluding these reinstatement premiums, gross
premiums written and net premiums written for 1994 increased by
2% and 18%, respectively, compared with 1993. The increase in
premium volume was attributable principally to the first quarter
effect of new and increased participations in treaty business
from targeted market segments such as nonstandard automobile.
Offsetting most of the Company's premium growth was the continued
withdrawal from certain property and casualty lines of business
where the Company believes rates and/or conditions are
inadequate.

Net losses and loss expenses incurred increased 58% in 1994
to $113.5 million from $71.7 million in 1993. The loss ratio was
96.5% for 1994 as compared with 64.9% for 1993. During 1994 the
Company incurred $31.5 million of net losses ($61.0 million of
gross losses) resulting from property catastrophe events, which
added 29.7 points to the loss ratio. Of these amounts, the
January 1994 Northridge, California earthquake accounted for
$26.1 million of net incurred losses and $54.8 million of gross
incurred losses. During 1993 the Company incurred $9.0 million of
net losses ($12.1 million of gross losses) resulting from
property catastrophe events, primarily the World Trade Center
bombing and the East Coast blizzard, which adversely affected the
loss ratio by 8.1 points.

During 1994 and 1993, the Company ceded $39.0 million and
$41.1 million of earned premiums, respectively. The Company
recovered from retrocessionnaires $55.2 million and $45.2 million
of losses during 1994 and 1993, respectively. Ceded premiums in
1994 included $6.0 million of reinstatement premiums paid by the
Company. Ceded losses in 1994 included $29.5 million of losses
resulting from property catastrophe events.

18 <PAGE>

Commission expenses increased 15% to $31.9 million in 1994
from $27.8 million in 1993. The commission ratio was 27.1% for
1994, compared with 25.1% for 1993. The increase in the
commission ratio for 1994 is primarily attributable to the effect
of net reinstatement premiums related to the property catastrophe
events, which added 1.1 points to the 1994 commission ratio.

Underwriting, administration and other expenses decreased
4% in 1994 to $14.3 million from $14.9 million in 1993. The
underwriting and other expense ratio was 12.1% for 1994 as
compared with 13.5% for 1993. The effect of net reinstatement
premiums related to the property catastrophe events added 0.5
points to the 1994 ratio. The decrease in the underwriting and
other expense ratio in 1994 was principally caused by the higher
growth rate of net premiums earned as compared with the 4%
decline in expenses.

The combined ratio was 135.7% for 1994, compared with
103.5% for 1993. The effect of property catastrophe events on
the 1994 and 1993 combined ratio was 31.3 points and 8.1 points,
respectively.

Net investment income for 1994 decreased 3% to $20.2
million from $20.9 million in 1993. Net investment income (pre-
tax) has been affected adversely by the high level of claim
payments made since mid-1992 related to catastrophic events and
the Company's managed shift toward a greater percentage of tax-
exempt securities. Offsetting the above factors was an increase
in investment income related to the proceeds of the issuance by
the Company in March, 1993 of the Debentures. On an after-tax
basis net investment income for 1994 was virtually unchanged at
$16.1 million. Net realized investment gains for 1994 were
$700,000 compared with $5.4 million for 1993.

Interest expense increased 29% to $4.5 million in 1994 from
$3.5 million in 1993. The increase was principally attributable
to six months of interest expense recognized on the Debentures in
1994 compared with three months of interest expense in 1993.

The Company's net loss for 1994 was $13.8 million, or $0.76
per share, on a primary basis, compared with net income of $12.0
million, or $0.65 per share, for 1993. The 1994 results were
affected by after-tax charges to operations, net of reinsurance,
of $23.8 million, or $1.31 per share for property catastrophe
events. The 1993 results were affected by after-tax charges to
operations, net of reinsurance, of $5.9 million, or $0.32 per
share for property catastrophe events. Average common and common
equivalent shares outstanding (on a primary basis) for 1994 were
18.1 million, compared with 18.5 million for 1993.

19 <PAGE>

INCOME TAXES

Statement of Financial Accounting Standards No. 109
requires the establishment of a valuation allowance for deferred
income tax benefits where it is more likely than not that some
portion of the deferred income tax benefits will not be realized.
Management believes, based on the Company's historical record of
generating taxable income and its expectations of future
earnings, that the Company's taxable income in future periods
will be sufficient to realize the net deferred income tax
benefits reflected on its consolidated balance sheet as of June
30, 1994. The Company also has the ability to recover certain
income taxes paid on capital gains if capital losses were to be
realized. In addition, management believes certain tax planning
strategies exist, including its ability to alter the mix of its
investment portfolio to taxable investments from tax-exempt
investments, which could be implemented if necessary to ensure
sufficient taxable income to realize fully its net deferred
income tax benefits. Accordingly, SCOR U.S. has not established a
valuation allowance with respect to its net deferred income tax
benefits.

LIQUIDITY AND CAPITAL RESOURCES

SCOR U.S. is a holding company. Its principal sources of
cash are cash dividends from its operating subsidiaries,
borrowings, and the issuance of equity securities. Generally,
dividends that can be paid, without prior approval of the New
York Insurance Superintendent, by insurers domiciled in New York
State, including SCOR Re, are limited for any twelve-month period
to the lesser of 10% of statutory surplus or adjusted net
investment income (as defined by New York Insurance Law) for the
previous twelve months. During the twelve months ended June 30,
1994, $19.1 million of dividends were declared to SCOR U.S. At
June 30, 1994, the aggregate statutory surplus of the SCOR U.S.
operating subsidiaries was $240.5 million.

On March 29, 1993, SCOR U.S. sold at par $86.25 million of
5.25% Convertible Subordinated Debentures due April 1, 2000
through a private offering. The Debentures are not redeemable by
the Company prior to April 3, 1996 and are convertible into
approximately 3.4 million shares of SCOR U.S. common stock at a
conversion price of $25.375 per share. Expenses incurred in the
offering of approximately $1.8 million were deferred and are
being amortized over the life of the Debentures. The Company
contributed $50 million of the net proceeds to SCOR Re.

On October 1, 1990 SCOR U.S. renewed a $20.0 million note
which was payable on that date. The new note is due and payable
on October 3, 1995 and bears interest at a fixed annual rate of
9.575%. The Company has entered into an interest rate swap

20 <PAGE>

agreement on this note with a commercial bank. The swap
agreement has a maturity date of October 1, 1995 and provides for
the Company to make floating rate payments in exchange for fixed
rate payments to be made by the counter party.

SCOR U.S. has established a commercial paper program which
allows it to raise up to $50.0 million. At June 30, 1994, $11.0
million of commercial paper was outstanding.

SCOR U.S. has a $30.0 million revolving line of credit with
a bank which serves as a backstop for its commercial paper
program. No borrowings have been made under this facility.

At June 30, 1994, the amount remaining under the Company's
existing stock repurchase program is approximately $1.4 million,
which may be utilized as market conditions permit. The Company
has not repurchased any shares during 1994.

The primary sources of liquidity for the SCOR U.S.
insurance and reinsurance subsidiaries are net cash flow from
operating activities, the maturity or sale of investments, and
capital contributions from SCOR U.S. Net cash used in operating
activities was $15.5 million for 1994 compared with cash provided
by operations of $6.0 million for 1993. Cash flow from operating
activities during 1994 was adversely affected by continued
property catastrophe paid loss activity as well as the payment of
several large previously reserved casualty claims. The Company
has not suffered any adverse effect due to the recent catastrophe
activity in the timing of recoveries or credit worthiness of
retrocessionnaires. Loss payments associated with the recent
catastrophe activity are not expected to have an adverse material
effect on the Company's short-term or long-term liquidity.

During 1993, the Company incurred $9.4 million of capital
expenditures, which primarily related to the development of
information systems. At June 30, 1994, the Company had no
significant commitments for capital expenditures.

Effective January 1, 1991, SCOR Re and certain of the
Company's other operating subsidiaries operate under a
reinsurance pooling agreement pursuant to which the net amounts
under all new and renewal business written by each such company
are pooled. The net balances of the pool are then distributed to
each company in accordance with established proportions.

At June 30, 1994, total investments and cash at carrying
value were $674.7 million compared with $733.8 million at
December 31, 1993. The decreased level of investments and cash
is primarily attributable to the decrease during the period in
the fair value of investments carried at fair value and the
negative cash flow from operations during the period. SCOR U.S.
fixed maturity investments are substantially all investment

21 <PAGE>

grade, liquid securities with a weighted average maturity of 7
years. Approximately 98% of the fixed maturity portfolio is
rated A or better. SCOR U.S. does not have any investment in
real estate or high yield bonds. At June 30, 1994, the Company
did not have any non-income producing investments.

SCOR U.S. believes that cash and short-term investments are
maintained at an adequate level for payment of claims and
expenses as they become due. In addition, SCOR U.S. maintains a
maturity distribution profile of fixed maturity investments
sufficient to fund anticipated loss and loss expense obligations
as they become due. The Company's long-term obligations
primarily consist of the Debentures and the claims liabilities of
the principal operating subsidiaries, which at June 30, 1994
averaged approximately 4.5 years.

The Company may be subject to gains and losses resulting
from currency fluctuations because some of its investments are
denominated in currencies other than United States dollars, as
are some of its net loss reserve liabilities. The Company makes
investments denominated in foreign currencies to mitigate, in
part, the effects of currency fluctuations on its results of
operations. Investments denominated in foreign currencies
do not constitute a material portion of the Company's investment
portfolio and, in the opinion of management, are sufficient to
meet its foreign currency obligations. Net gains (losses)
resulting from foreign currency transactions during the six month
periods ended June 30, 1994 and 1993 were $ 200,000 and
(200,000), respectively.

Stockholders' equity at June 30, 1994 was $246.8 million, a
decrease of $43.9 million over December 31, 1993. This decrease
resulted primarily from the net loss of $13.8 million for the
period, unrealized depreciation of investments carried at fair
value, net of tax effect, of $26.9 million, and cash dividends
declared of $3.3 million.

The ratio of net premiums written to surplus, sometimes
referred to as "insurance exposure", relates to the amount of
risk to which an insurer's statutory capital and surplus can be
exposed, as measured by the amount of premiums written in
relation to such surplus. Insurance practice and regulatory
guidelines suggest that property and casualty insurance companies
maintain a net premiums written to surplus ratio of less than 3
to 1. For the reinsurance industry, a ratio of 2 to 1 or less is
generally considered prudent. SCOR U.S.'s net premiums written
to surplus ratios were 1.08 to 1 and 0.81 to 1 for 1994 and 1993,
respectively.

22 <PAGE>

REGULATORY MATTERS

The National Association of Insurance Commissioners
("NAIC"), an organization that assists state insurance regulators
in achieving regulatory objectives, established minimum capital
requirements, referred to as risk based capital, by adopting a
risk-based capital formula for property and casualty companies in
December 1993. The risk based capital formula will be applied to
statutory financial statements beginning for the year ending
December 31, 1994. The essential elements of these requirements
focus on a company's types of business, historical loss
development patterns and asset quality. Based on the preliminary
assessment of the requirements, however, SCOR U.S. believes that
the statutory surplus of each of its operating subsidiaries will
be sufficient to meet these risk based capital requirements and
to conduct its respective operations.

The NAIC is currently developing an Investments of Insurers
Model Act, which, if adopted by state regulatory authorities,
would establish uniform limitations upon the type and amounts of
investments insurers may hold. Based upon the current proposals
of this Model Act, which are subject to review and change, the
Company does not believe a uniform standard would significantly
affect the current investment mix or operations of its insurance
and reinsurance subsidiaries.

ACCOUNTING PRONOUNCEMENTS

Effective as of December 31, 1993, the Company adopted
Statement of Financial Accounting Standards No. 115 "Accounting
for Certain Investments in Debt and Equity Securities" ("SFAS
115"). SFAS 115 addresses the accounting and reporting for
investments in equity securities that have readily determinable
fair values and for all investments in debt securities. Under
SFAS 115, investments are classified into three categories. Debt
securities that management has the positive intent and the
ability to hold to maturity are classified as "held to maturity"
and reported at amortized cost. Debt and equity securities that
are bought and held for the purpose of selling them in the near
term are classified as "trading securities" and reported at fair
value with unrealized gains and losses included in earnings.
Debt and equity securities not classified as either of the above
categories are classified as "available for sale securities" and
reported at fair value with unrealized gains and losses reported
as a separate component of stockholders' equity. The adoption of
SFAS 115 did not have any effect on the Company's financial
position or its results from operations.

23 <PAGE>

on certain of the Company's retrocessional agreements. As a
result of the Company's implementation of the change in
accounting method, as of January 1, 1993, $2.6 million, or $0.14
per share (after-tax), is included as a reduction to income as a
cumulative adjustment. The effect of this change, excluding the
cumulative adjustment, for the three months and six months ended
June 30, 1993 was to increase net income by $19,000, or $0.00 per
share, and $1.3 million, or $0.06 per share, respectively.

24 <PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

SCOR Re, GSIC, Unity Fire and GSIND are each a party to various
lawsuits arising in the normal course of their business. SCOR
U.S. does not believe that any of the litigation to which SCOR
Re, GSIC, Unity Fire or GSIND is currently a party will have a
material adverse effect on the operating results or financial
condition of SCOR U.S. and its subsidiaries.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the June 6, 1994 Annual Meeting of the Stockholders of SCOR
U.S. ("Meeting"), held in New York City, the stockholders voted
to elect the nominated slate of three directors, each to serve
until the Annual Meeting in 1997, to approve amendments to the
Stock Option Plan for Directors and to ratify the appointment of
KMPG Peat Marwick ("Peat Marwick") as independent auditors of
SCOR U.S. for 1994.

Holders of record of the Company's common stock as of April 18,
1994 were entitled to vote at the Meeting. On April 18, 1994,
there were 18,140,835 shares of common stock outstanding and
entitled to vote, and 17,596,616 of such shares were represented
at the Meeting. Each of the directors received at least 99.9% of
the shares cast in favor of his election. The shares cast for
each director are as follows: Raymond H. Deck: 17,592,104 shares
for and 4,512 shares withheld; Richard M. Murray: 17,591,238
shares for and 5,378 shares withheld; and Serge M.P. Osouf:
17,581,039 shares for and 15,577 shares withheld.

With respect to the approval to amend the Stock Option Plan for
Directors, the shares cast were 17,312,874 for, 267,701 shares
against and 16,041 shares in abstention.

With respect to the ratification of the appointment of Peat
Marwick, the shares cast were 17,582,703 for, 2,212 shares
against and 11,701 shares in abstention. There were no broker
non-votes for any of the matters voted upon at the Meeting.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

9(c) SCOR REINSURANCE COMPANY 1994 VOTING TRUST AGREEMENT,
dated as of June 6, 1994 among SCOR Reinsurance
Company, SCOR U.S. Corporation and the Voting Trustees

25 <PAGE>

10(t) SCOR U.S. CORPORATION STOCK OPTION PLAN FOR DIRECTORS
as amended by vote of the stockholders at the Annual
Meeting of Stockholders held on June 16, 1994.

11 Computation of Earnings per Share

15 Letter re Unaudited Interim Financial Information

b) Reports on Form 8-K

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

SCOR U.S. Corporation
(Registrant)

Dated: August 11, 1994 Jeffrey D. Cropsey
(Signature)
Senior Vice President and
Chief Financial Officer

26 <PAGE>

<TABLE>

COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share data)

<CAPTION>
Three Months Ended, Six Months Ended,
June 30 June 30

1994 1993 1994 1993
<S> <C> <C> <C> <C>

PRIMARY

Net income (loss) applicable to common stock $ 603 $ 5,873 $ (13,815) $ 12,046

Average number of common shares outstanding 18,141 18,198 18,125 18,187

Add:
Assumed exercise of stock options 50 274 -0- 296
Common and common equivalent shares outstanding 18,191 18,472 18,125 18,483

Net income (loss) per share assuming
exercise of common stock equivalents $ 0.03 $ 0.32 $ (0.76) $ 0.65

FULLY DILUTED

Net income (loss) applicable to common stock $ 603 $ 6,649 $ (13,815) $ 12,839

Average number of common shares outstanding 18,141 18,130 18,125 18,089

Add:
Assumed exercise of stock options 50 218 -0- 268
Assumed convertion of convertible bonds -0- 3,394 -0- 1,795
Common and common equivalent shares outstanding
assuming full dilution 18,191 21,742 18,125 20,152
Net income (loss) per share assuming
full dilution $ 0.03 $ 0.31 $ (0.76) $ 0.64
</TABLE>

SCOR U.S. Corporation
New York, New York

Gentlemen:

We acknowledge our awareness that our report dated August 2, 1994
related to our review of interim financial information of SCOR
U.S. Corporation for the three month and six month periods ended
June 30, 1994 and included in the quarterly report on Form 10-Q
is incorporated by reference in the Company's Registration
Statements on Form S-8 (Registration Nos. 33-12604, 33-44577, and
33-46753). Our report refers to the changes in the Company's
methods of accounting for multiple year retrospectively rated
reinsurance contracts and for the adoption of the Financial
Accounting Standards Board's Statement of Financial Accounting
Standards No. 113, "Accounting and Reporting for Reinsurance of
Short-Duration and Long-Duration Contracts," in 1993.

Pursuant to Rule 436(c) under the Securities Act, such report is
not considered a part of a Registration Statement prepared or
certified by an accountant within the meaning of Section 7 and 11
of the Act.

Very truly yours,

KPMG Peat Marwick
(Signature)

August 10, 1994

Board Approval: September 19, 1990
Stockholder Approval: June 6, 1991
Amended: December 11, 1991
Amended: March 25, 1994
Stockholder Approval: June 16, 1994

SCOR U.S. CORPORATION
STOCK OPTION PLAN FOR DIRECTORS

1. PURPOSE.

The purpose of this Plan is to promote the interests of the
Company and its stockholders by strengthening the Company's
ability to attract, motivate and retain qualified directors
and by providing its directors with a proprietary interest in
the Company's financial success and growth.

2. DEFINITIONS.

The following terms, when used in the Plan, shall have the
meanings set forth below, unless otherwise required by the
context.

(a) Board: The Board of Directors of the Company.

(b) Common Stock: The Common Stock (par value $0.30 per
share) of the Company.

(d) Disability: The inability of a Participant to perform
the services normally rendered by such Participant due to any
physical or mental impairment that can be expected to be of
either permanent or indefinite duration, as determined by the
Board or a duly authorized committee of the Board on the
basis of appropriate medical evidence.

(e) Eligible Director: A member of the Board or of the board
of directors of a subsidiary of the Company (or both) who is
not an employee of the Company or any subsidiary of the
Company.

(f) Fair Market Value: The closing sale price of a share of
Common Stock on the date as of which fair market value is to
be determined, as reported in the Wall Street Journal's New
York Stock Exchange -- Composite Transactions Index, or if
such date was not a trading day or no sale was made on such
date, the closing sale price so reported for the next
preceding trading day on which there was a sale.
<PAGE>

(g) Grant Date: Each of the following dates: (i) the date
upon which an individual first becomes an Eligible Director,
other than on the date of an annual meeting of the Company's
shareholders, and (ii) the third business day following each
annual meeting of the Company's shareholders during the term
of the Plan.";

(h) Option: A stock option granted under this Plan.

(i) Participant: An Eligible Director who receives an Option
under the Plan.

(j) Plan: The SCOR U.S. Corporation Stock Option Plan for
Directors as set forth herein, as the same may be amended
from time to time.

(k) Service: Service as a member of the Board or of a board
of directors of a subsidiary of the Company or of both.

3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

Subject to the provisions of Section 8, the aggregate number
of shares of Common Stock that may be issued or transferred
under the Plan shall not exceed 220,000 shares. Such shares
may be either authorized but unissued shares or shares issued
and thereafter acquired by the Company. Upon the expiration
or termination of an unexercised Option, in whole or in part,
the number of shares as to which the Option was not exercised
shall no longer be charged against the foregoing limitation
and may again be made subject to Options under the Plan.

4. ADMINISTRATION OF THE PLAN.

(a) The Plan shall be administered by the Board, which shall
have full power to interpret the Plan and, subject to its
provisions, to prescribe, amend and rescind rules and to make
all other determinations necessary for the Plan's
administration; provided, however, that the Board may, in its
discretion, delegate its authority under this Section to a
committee composed of members of the Board.

(b) All action taken by the Board (or a committee of the
Board) in the administration and interpretation of the Plan
shall be final and binding on all concerned.

(c) Each member of the Board, when acting in connection with
the Plan, shall be considered to be acting in his capacity as
a director of the Company. Members of the Board acting under
the Plan shall be fully protected in relying in good faith
upon the advice of counsel and shall incur no liability
except for willful misconduct in the performance of their
duties. The fact that a member of the Board is, or shall
theretofore have been or thereafter may be, a person who has <PAGE>

received or is eligible to receive an Option shall not
disqualify him from taking part in and voting at any time
as a member of the Board in favor of or against any amendment
or repeal of the Plan or any determination under it.

5. ELIGIBILITY.

Only Eligible Directors shall be eligible to participate in
the Plan.

6. GRANT OF OPTIONS.

Each individual who is an Eligible Director on a Grant Date
shall automatically be granted on such date an Option to
acquire 3,000 shares of Common Stock (subject to adjustment
pursuant to Section 8). Each Option shall be evidenced by a
written instrument in a form approved by the Secretary of the
Company, consistent with the terms and conditions of the
Plan. No Options shall be granted under the Plan after
December 31, 1999.

7. TERMS AND CONDITIONS OF OPTIONS.

(a) The purchase price of a share of Common Stock under each
Option shall be the Fair Market Value of the Common Stock on
the Option's Grant Date.

(b) Subject to the provisions of Section 7(d), an Option
granted under the Plan shall become exercisable with respect
to 50% of the shares of Common Stock covered thereby on the
first anniversary of the Option's Grant Date and with respect
to the remainder of the shares on the second anniversary of
the Option's Grant Date. To the extent exercisable, an
Option may be exercised in whole or in part from time to
time, except that an Option may not be exercised for fewer
than 100 shares unless such exercise is for all the shares
then remaining subject to the Option.

(c) Each Option shall expire on the tenth anniversary of the
Option's Grant Date, unless an earlier expiration date
applies pursuant to the provisions of Section 7(d).

(d) In the event of the termination of a Participant's
Service, each Option held by the Participant shall expire one
year after such termination and shall be exercisable only to
the extent exercisable immediately prior to such termination;
provided, however, that each such Option shall be fully
exercisable during such one-year period if termination is due
to death or Disability or to retirement with the consent of
the Board.
<PAGE>

(e) Upon the exercise of an Option, the purchase price shall
be payable in full (i) in cash, (ii) by the assignment and
delivery to the Company of shares of Common Stock owned by
the holder of the Option for at least six months prior to
exercise (provided that such shares do not secure any
obligation of the Participant to the Company), (iii) by the
Participant's full recourse promissory note secured by shares
of Common Stock having a Fair Market Value on the exercise
date equal to at least two times the principal amount of the
note (except to the extent that legal restrictions preclude
payment of the par value of the shares by such a note), or
(iv) by a combination of any of the above. Any shares
assigned and delivered to the Company in payment or partial
payment of the purchase price will be valued at Fair Market
Value on the exercise date. No payment by an assignment of
shares or by a promissory note will be allowed except to the
extent such payments are permissible under applicable
requirements of Federal and state tax, securities and other
laws, rules and regulations (including Federal Reserve Board
margin requirements) and of any other regulatory authority
having jurisdiction.

(f) Each promissory note delivered by a Participant pursuant
to Section 7(e) shall provide for interest payable quarterly
at the minimum rate necessary to avoid imputed income under
the Internal Revenue Code of 1986, as amended. Each note
shall become immediately due and payable in full upon the
earliest of (i) the fifth anniversary date of the note, or
(ii) the last day of the sixth full calendar month following
termination of the Participant's Service.

8. ADJUSTMENT PROVISIONS.

(a) If a dividend or other distribution shall be declared
upon the Common Stock payable in shares of the Common Stock,
the number of shares of the Common Stock then subject to any
outstanding Option or Option to be granted under the Plan,
and the number of shares of the Common Stock which may be
issued or delivered under the Plan in total, shall be
adjusted by adding thereto the number of shares of the Common
Stock which would have been distributable thereon if such
shares had been outstanding on the date fixed for determining
the stockholders entitled to receive such stock dividend or
distribution.

(b) If the outstanding shares of the Common Stock shall be
changed into or exchangeable for a different number or kind
of shares of stock or other securities of the Company or
another corporation or other property, whether through
reorganization, reclassification, recapitalization, stock
split-up, combination of shares, merger or consolidation,
then there shall be substituted for each share of the
<PAGE>

CommonStock subject to any then outstanding Option or Option
to be granted under the Plan and for each share of the Common
Stock which may be issued or

delivered under the Plan in total, the number and kind of
shares of stock or other securities or property into which
each outstanding share of the Common Stock shall be so
changed or for which each such share shall be exchangeable.

(c) In case of any adjustment or substitution as provided
for in this Section 8, the aggregate option price for all
shares subject to each then outstanding Option prior to such
adjustment or substitution shall be the aggregate option
price for all shares of stock or other securities (including
any fraction) or property to which such shares shall have
been adjusted or which shall have been substituted for such
shares. Any new option price per share shall be carried to
at least three decimal places with the last decimal place
rounded upwards to the nearest whole number.

(d) No adjustment or substitution provided for in this
Section 8 shall require the Company to issue or sell a
fraction of a share or other security. Accordingly, all
fractional shares or other securities which result from any
such adjustment or substitution shall be eliminated in
exchange for a cash payment at the time of exercise.

9. GENERAL PROVISIONS.

(a) Nothing in the Plan or in any instrument executed
pursuant to the Plan will confer upon any Eligible Director
any right to continue as a director of the Company or any
subsidiary of the Company.

(b) No shares of Common Stock shall be issued or transferred
pursuant to an Option unless and until all then applicable
requirements imposed by Federal and state securities and
other laws, rules and regulations and by any regulatory
agencies having jurisdiction, and by any stock exchanges upon
which the Common Stock may be listed, have, in the opinion of
counsel to the Company, been met. The Company may require
the Participant to take any reasonable action to meet such
requirements.

(c) No Participant or other person claiming under or through
such Participant shall have any rights as a stockholder with
respect to any shares of Common Stock subject to an Option
until he shall have become the holder of record of such
shares.

(d) Each Option shall be exercisable during the life of the
Participant only by the Participant or his guardian or legal
representative, and after death only by his designated
<PAGE>

beneficiary or, absent a beneficiary, by his estate or by a
person who acquired the right to exercise the Option by will
or the laws of descent and distribution. A Participant may
designate a beneficiary for purposes of this paragraph only
by filing written notice with the Secretary of the Company in
a

form acceptable to the Secretary, prior to the Participant's
death. Such a designation may be revoked or changed, without
the consent of the previously designated beneficiary, in the
same manner as an original designation.

(e) By accepting any benefits under the Plan, each
Participant, and each person claiming under or through him,
shall be conclusively deemed to have indicated his acceptance
and ratification of, and consent to, all provisions of the
Plan and any action or decision under the Plan by the
Company, its agents and employees, and the Board.

(f) The validity, construction, interpretation and
administration of the Plan and of any determinations or
decisions made thereunder, and the rights of all persons
having or claiming to have any interest therein or
thereunder, shall be governed by, and determined exclusively
in accordance with, the laws of the State of Delaware, the
state in which the Company is incorporated, but without
giving effect to the principles of conflicts of laws thereof.

10. AMENDMENT AND TERMINATION.

(a) The Board shall have the power, in its discretion, to
amend, suspend or terminate the Plan at any time. No such
amendment shall become effective without approval of the
stockholders of the Company if such approval is necessary to
comply with Federal or State laws, rules or regulations, or
the regulations of any stock exchanges upon which the Common
Stock may be listed. Notwithstanding the foregoing, the Plan
shall not be amended more than once every six months, other
than to comport with changes in the Internal Revenue Code,
the Employee Retirement Income Security Act, or the rules
thereunder.

(b) No amendment, suspension or termination of the Plan
shall, without the consent of the Participant, alter,
terminate, impair or adversely affect any right or obligation
under any Option previously granted under the Plan.

11. EFFECTIVE DATE AND DURATION OF PLAN.

This Plan shall become effective as of the date it is
approved by the Board, subject to approval by the Company's
stockholders. Notwithstanding any other provision of the
Plan to the contrary, no Option may be exercised prior to
approval by the Company's stockholders, and if such approval
is not obtained within one year after approval by the Board,
the Plan and all Options granted under it shall be void.
Unless the Plan is previously terminated, no further Options
shall be granted under the Plan after December 31, 1999.

VOTING TRUST AGREEMENT FOR THE

CAPITAL STOCK OF SCOR REINSURANCE COMPANY
<PAGE>

VOTING TRUST AGREEMENT

VOTING TRUST AGREEMENT made as of this 6th day of June

1994, by and between SCOR REINSURANCE COMPANY, a New York

corporation with offices at 110 William Street, New York, New

York 10038 (the "Company"), SCOR U.S. CORPORATION, a Delaware

corporation with offices at 110 William Street, New York, New

York 10038 (the "Stockholder") and each of the persons

designated at the end of this Agreement as Voting Trustees

(collectively referred to as the "Voting Trustees").

W I T N E S S E T H:

WHEREAS the Stockholder owns one hundred percent of the

issued and outstanding stock of the Company; and

WHEREAS the Stockholder is controlled by SCOR S.A. of Paris,

France ("SCOR France") which is, in turn, partially controlled by

the Government of the Republic of France; and

WHEREAS Section 1102(h) of the New York Insurance Law

prohibits the issuance or renewal of such a license to a domestic

insurance company that is owned or financially controlled, in

whole or in part, by a foreign government; and

2
<PAGE>

WHEREAS in order to comply with the provisions of such

section of the New York Insurance Law and to remove itself from

any such control by the Government of the Republic of France, the

Company created a voting trust for its stock, which voting trust

terminates on June 6, 1994; and

WHEREAS in order to continue in effect the Company's license

to act as an insurance and reinsurance company within the State

of New York the Company and the Stockholder desire to renew the

voting trust for the Company's stock for a term of three years;

and

NOW, THEREFORE, in consideration of the premises and of the

mutual covenants and conditions contained herein, it its agreed

as follows:

1. COMMENCEMENT; TRANSFER OF STOCK TO VOTING TRUSTEES.

(a) Simultaneous with the execution hereof, the

Stockholder shall transfer, assign, set over and deposit with the

Voting Trustees, certificates representing all of its stock of

the Company and the Voting Trust shall commence. Such stock

certificates shall be held by the Voting Trustees in their name,

in trust, pursuant to the terms of this Voting Trust Agreement.

(b) Should any person other than the Stockholder

obtain additional shares of stock of the Company during the term

3 <PAGE>

of the Voting Trust, such stockholder may at any time deposit

additional certificates for such stock with the Voting Trustees

without the further agreement of the Voting Trustees, the Company

or the holders of Voting Trust Certificates as hereinafter set forth,

but no other stockholder (other than the Stockholder) shall be

required to deposit certificates for any of his stock unless he

so elects. No stock shall be deposited hereunder except stock

having general voting powers as provided in the Company's

Certificate of Incorporation.

Trustees under subparagraphs (a) or (b) hereof shall be duly

endorsed, or accompanied by such instruments of transfer as to

enable the Voting Trustees to cause them to be transferred into

their name.

(d) Such certificates for stock of the Company shall

be surrendered by the Voting Trustees to the Company and

cancelled, and the Company shall issue to the Voting Trustees new

stock certificates in the name of "Voting Trustees of SCOR

Reinsurance Company."

(e) On receipt by the Voting Trustees of such stock

certificates in their name, they shall thereupon issue and

deliver to the stockholders Voting Trust Certificates in the form

set forth in Article 6 hereof evidencing the number of shares so

deposited.

4
<PAGE>

2. TERM.

(a) TheTrust shall continue for a period of three (3)

years from the date of this Voting Trust Agreement, subject to

the right of the parties to this Agreement to renew the same as

hereinafter set forth in Article 7 hereof.

(b) The Voting Trust shall be irrevocable, except that

any stockholder that may have deposited his shares with the

Voting Trustees pursuant hereto may withdraw such shares if the

Company's license to write reinsurance business in the State of

New York is withdrawn for any reason and such license is not

reinstated within a period of sixty days. The Voting Trustees

shall return the stock certificates of the Company and/or other

property to the persons who withdraw from the Voting Trust in the

manner provided in Article 7 hereof as if the Voting Trust had

expired as to such shares. If all stock held by the Voting

Trustees is withdrawn pursuant hereto, the Voting Trust and this

Agreement shall terminate upon the satisfaction by the Voting

Trustees of the provisions of Article 7(d) and (e) hereof

(relating to the final distribution to holders of Voting Trust

Certificates).

3. TRANSFER OF CERTIFICATES.

(a) The Voting Trust Certificates shall be

transferable by the registered owners thereof on the books of the

5
<PAGE>

Voting Trustees at their principal office in New York, New York

(or at such other office of the Voting Trustees as they may

designate by notice from time to time) according to the rules

established for that purpose by the Voting Trustees; and the Voting

Trustees may treat the registered holders as owners thereof for all

purposes whatsoever, except that they shall not be required to

deliver stock certificates hereunder without the surrender of such

Voting Trust Certificates.

(b) If a Voting Trust Certificate is lost, stolen,

mutilated or destroyed, the Voting Trustees, in their discretion,

may issue a duplicate of such certificate upon receipt of: (1)

evidence of such fact satisfactory to them; (2) indemnity

satisfactory to them; (3) the existing certificate, if mutilated;

and (4) their reasonable fees and expenses in connection with the

issuance of a new Voting Trust Certificate. The Voting Trustees

shall not be required to recognize any transfer of a Voting Trust

Certificate not made in accordance with the provisions hereof,

unless the person claiming such ownership shall have produced

indicia of title satisfactory to the Voting Trustees, and shall

in addition deposit with the Voting Trustees indemnity

satisfactory to them.

4. VOTING TRUSTEES.

(a) There shall be at all times five Voting Trustees

6 <PAGE>

hereunder, of whom at least three shall be citizens of the United

States who reside in the United States. None shall be elected or

appointed officials of the Government of the Republic of France.

Any Voting Trustee may act as a director or officer of the

Company, and he or any firm of which he may be a member,

or any corporation of which he may be a shareholder, director

or officer, may purchase, sell, own, hold or deal in Voting Trust

Certificates, and may contract with the Company, or be

pecuniarily interested in any transaction to which the Company

may be a party or in which it may in any way be interested, as

fully as though he were not a Voting Trustee.

(b) Any Voting Trustee (and any successory Trustee)

may at any time resign by notifying the other Voting Trustees in

writing of such resignation, which shall take effect ten days

thereafter or upon the prior acceptance thereof. Upon the death,

incapacity or resignation of any Voting Trustee, the remaining

Voting Trustees shall have the power to appoint a successor

Voting Trustee to act in his place. Such appointment shall be

subject to the prior approval of the Superintendent of Insurance

of the State of New York (the "Superintendent"). The Voting

Trustees shall promptly notify the registered holders of Voting

Trust Certificates of such appointment.

5. ACTION BY VOTING TRUSTEES.

The Voting Trustees may act by a unanimous written

7
<PAGE>

consent signed by all of the Voting Trustees or by majority vote

at a meeting called by any Voting Trustee upon five days' notice

to the other Voting Trustees, provided that such majority

consists of at least two Voting Trustees that are not affiliated

with SCOR France. For purposes of the preceding sentence, a person

shall not be deemed affiliated with SCOR France if he is an officer

or director of the Company or of the Stockholder but is not an

officer, director or shareholder of SCOR France. Such majority

vote by the Voting Trustees at a duly held meeting shall have the

effect of constituting acceptance of such decision by all of the

Voting Trustees. Three Voting Trustees shall constitute a quorum

for the transaction of business at a meeting thereof, provided

that a quorum shall only exist if a majority of those present are

citizens of the United States who reside in the United States.

The Voting Trustees shall have the power to designate one Voting

Trustee to execute certificates and other documents on behalf of

all of them in furtherance of their collective decisions. The

Voting Trustees may, from time to time, adopt and/or amend their

own rules of procedure, and shall record and keep records of all

their proceedings at their office in New York.

8
<PAGE>

6. FORM OF VOTING TRUST CERTIFICATES.

The Voting Trust Certificates shall be in the following

form:

No...................... .......................Shares

SCOR REINSURANCE COMPANY
A NEW YORK CORPORATION
VOTING TRUST CERTIFICATE FOR CAPITAL STOCK

This certifies that . . . . . . . . . or
registered assigns is entitled to all the
benefits arising from the deposit with the
Voting Trustees under the Voting Trust
Agreement hereinafter mentioned, of
certificates for . . . . . shares of the
capital stock of SCOR Reinsurance Company, a
New York corporation (hereinafter called the
"Company"), as provided in such Voting Trust
Agreement and subject to the terms thereof.
The registered holder hereof, or assigns, is
entitled to receive payment equal to the
amount of cash dividends, if any, received by
the Voting Trustees upon the number of shares
of capital stock of the Company in respect of
which this certificate is issued. Dividends
received by the Voting Trustees in common or
other stock of the Company having general
voting powers shall be payable in Voting
Trust Certificates, in form similar hereto.
Until the Voting Trustees shall have
delivered the stock held under such Voting
Trust Agreement to the holders of the Voting
Trust Certificates, or to the Company, as
specified in such Trust Agreement, the Voting
Trustees shall possess and shall be entitled
to exercise all rights and powers of an
absolute owner of such stock, including the
right to vote thereon for every purpose, and
to execute consents in respect thereof for
every purpose, it being expressly stipulated
that no voting right passes to the owner
hereof, or his assigns, under this
certificate or any agreement, expressed or
implied.

This certificate is issued, received and
held under, and the rights of the owner

9
<PAGE>

hereof are subject to, the terms of a Voting
Trust Agreement dated as of June, 1994
between the Company and the Voting Trustees
identified
therein, their successors in trust and
various holders of similar certificates
(copies of which Voting Trust Agreement, and
of every agreement amending or supplementing
the same, are on file in the principal office
of the Company in New York, New York and in
the offices of the Voting Trustees in New
York, New York and shall be open to the
inspection of any stockholder of the Company
daily during business hours), to all the
provisions of which Voting Trust Agreement
the holder of this certificate, by acceptance
hereof, assents and is bound as if such
Voting Trust Agreement had been signed by him
in person.

In the event of the dissolution or total
or partial liquidation of the Company, the
moneys, securities or property received by
the Voting Trustees in respect of the stock
deposited under such Trust Agreement shall be
distributed among the registered holders of
these certificates in proportion to their
interest as shown by the books of the Voting
Trustees.

In the event that any dividend or
distribution other than in cash or stock of
the Company having general voting powers is
received by the Voting Trustees, the Voting
Trustees shall distribute the same to the
registered holders of Voting Trust
Certificates promptly after such receipt or
to the registered certificate holders at the
close of business on the date fixed by the
Voting Trustees for taking a record to
determine the certificate holders entitled to
such distribution, pursuant to the provisions
of Article 11 of the Trust Agreement. Such
distribution shall be made to the certificate
holder or holders ratably in accordance with
the number of shares represented by their
respective Voting Trust Certificates.

Stock certificates for the number of
shares of capital stock then represented by
this certificate, or the net proceeds in cash
or property of such shares, shall be due and

10
<PAGE>

deliverable hereunder upon the termination of
such Voting Trust Agreement as provided
therein.

The Voting Trust Agreement shall continue in full
force and effect until June, 1997 (subject to renewal)
unless all of the stock subject to the Voting Trust is
withdrawn pursuant to Article 2 of the Agreement. The
Agreement may be renewed for successive ten-year
periods, as provided therein.

This certificate is transferable on the
books of the Voting Trustees at their office
in New York, New York (or elsewhere as
designated by the Voting Trustees), by the
holder hereof, either in person or by
attorney duly authorized, in accordance with
the rules established for that purpose by the
Voting Trustees and on surrender of this
certificate properly endorsed. Title to this
certificate when duly endorsed shall, to the
extent permitted by law, be transferable with
the same effect as in the case of a
negotiable instrument. Each holder hereof
agrees that delivery of this certificate,
duly endorsed by any holder hereof, shall
vest title hereto and all rights hereunder in
the transferee; provided, however, that the
Voting Trustees may treat the registered
holder hereof, or when presented duly
endorsed in blank the bearer hereof, as the
absolute owner hereof, and of all rights and
interests represented hereby, for all
purposes whatsoever, and the Voting Trustees
shall not be bound or affected by any notice
to the contrary, or by any notice of any
trust, whether express, implied or
constructive, or of any charge or equity
respecting the title or ownership of this
certificate, or the share of stock
represented hereby; provided, however, that
no delivery of stock certificates hereunder,
or the proceeds thereof, shall be made
without surrender hereof properly endorsed.

This certificate shall not be valid for
any purpose until duly signed by the Voting
Trustees.

The word "Voting Trustees" as used in

11
<PAGE>

this certificate means the Voting Trustees or
the successor trustees acting under such
Voting Trust Agreement.

IN WITNESS WHEREOF, the Voting Trustees
have signed this certificate on . . . . ., 19

. . . . . . . . . . . . . . .

Voting Trustee

. . . . . . . . . . . . . . .

Voting Trustee

. . . . . . . . . . . . . . .

Voting Trustee

. . . . . . . . . . . . . . .

Voting Trustee

. . . . . . . . . . . . . . .

Voting Trustee

12
<PAGE>

(Form of Assignment):

FOR VALUE RECEIVED . . . . . . . hereby
assigns the within certificate, and all
rights and interest represented thereby, to .
. . . . . . and appoints . . . . . . .
attorney to transfer this certificate on the
books of the Voting Trustees mentioned
therein, with full power of substitution.

. . . . . . . . . . . . . . . . . .
Dated

In presence of: (Seal)

. . . . . . . . . . . . . . . . . .

Note: The signature on this assignment must
correspond with the name as written upon the
face of this certificate in every particular,
without alteration, enlargement or any change
whatever. All endorsements, in the
discretion of the Voting Trustees, shall be
guaranteed by a bank or trust company
satisfactory to the Voting Trustees.

7. TERMINATION PROCEDURE; RENEWAL.

(a) Six months prior to the termination of the Voting

Trust the Voting Trustees shall mail written notice of such

termination to the Superintendent and to the registered owners of

the outstanding Voting Trust Certificates, at their addresses as

appearing on the transfer books of the Voting Trustees. Such

notice shall state that the Voting Trust Certificates must be

surrendered by the termination date in order to receive the

corresponding Stock in the Company or other property in exchange

therefor upon termination of the Voting Trust.

13
<PAGE>

(b) At any time after notice of the expiration of the

Voting Trust and ending thirty days prior to such expiration, one

or more holders of Voting Trust Certificates hereunder may, by

agreement in writing with the Voting Trustees and the Company,

renew the Voting Trust as to their stock in the Company for an

additional period not to exceed ten years. In the event of such

renewal, the renewal agreement shall specify the stock that is

subject to it. The Voting Trustees shall, prior to the time of

expiration of the Trust, deliver a copy of the renewal agreement

to the Superintendent and file copies thereof in the principal

office of the Company in New York, New York and in the offices of

the Voting Trustees in New York, New York. Such renewal shall

have the effect of creating a new voting trust as to the shares

in the Company to which the renewal applies, except that such

shares shall remain in the name and possession of the Voting

Trustees as if no termination had occurred. Such renewal shall

have no effect on the termination of the Voting Trust as to the

remaining shares of stock in the Company not subject to the

renewal agreement, which shall be tendered in accordance with the

provisions relating to termination hereunder. No such renewal

agreement shall extend the term of this Agreement beyond the

maximum period permitted by applicable law or affect the rights

or obligations of persons not parties thereto.

Trust Certificates shall cease to have any effect, and the

holders of such Voting Trust Certificates shall have no further

14
<PAGE>

rights under this Agreement other than to receive certificates

for shares

of stock of the Company or other property distributable under the

terms hereof upon the surrender of such Voting Trust

Certificates.

(d) Within thirty days after the termination of the

Voting Trust, the Voting Trustees shall deliver to the registered

holders of such Voting Trust Certificates, at their addresses as

they appear on the records of the Voting Trustees, properly

endorsed certificates for the number of shares of the capital

stock of the Company represented by the Voting Trust Certificates

actually received from them.

(e) At any time subsequent to thirty days after the

termination of the Voting Trust, the Voting Trustees may deposit

with the Company any properly endorsed stock certificates and/or

other property which have not been delivered to the holders of

Voting Trust Certificates, together with written authority for

the Company to deliver the same to the persons entitled thereto

upon receipt of their Voting Trust Certificates. Upon such

deposit all further liability of the Voting Trustees for the

delivery of such stock certificates shall cease and the Voting

Trustees shall not be required to take any further action

hereunder.

8. RIGHTS AND POWERS OF VOTING TRUSTEES.

15
<PAGE>

(a) The Voting Trustees shall possess and be entitled

to exercise, subject to the provisions hereof, all the rights and

powers of absolute owners of all shares deposited hereunder,

including, but withoutlimitation, the right to receive dividends

on such shares and the right to vote, consent in writing or

otherwise act with respect to any corporate or shareholders'

action, to increase or reduce the stated capital of the Company,

to classify or reclassify any of the shares as now or hereafter

authorized into preferred or common shares or other classes of

shares with or without par value, to amend the Certificate of

Incorporation or By-Laws, to merge or consolidate the Company

with other corporations, to sell all or any part of its assets,

to create any mortgage or security interest in or lien on any

property of the Company, or for any other corporate act or

purpose; it being expressly stipulated that no voting right shall

pass to others by or under the Voting Trust Certificates, under

this Agreement or by or under any other agreement express or

implied.

(b) In case the Voting Trustees shall vote or

otherwise act in respect of the shares deposited hereunder so as

to effect a consolidation or merger of the Company with or into

another corporation, or of another corporation with or into the

Company, the Voting Trustees may in connection with such

consolidation or merger surrender such shares and receive in lieu

thereof and exchange therefor the shares issuable therefor in

16
<PAGE>

such merger or consolidation, and may hold the shares so received

in place of the shares deposited hereunder. Thereafter the

rights and obligations of the Voting Trustees and of the holders

of Voting Trust Certificates with respect to shares deposited

hereunder shall for all purposes be treated as applying to the

shares so received, there being substituted for each share of the

Company an amount of the new shares received for all of the shares

of the Company so surrendered. Upon demand of the Voting Trustees

to the holders of Voting Trust Certificates, such holders shall

surrender their Voting Trust Certificates and shall accept in

lieu thereof one or more new Voting Trust Certificates in form

similar to that hereinabove set forth, but modified so as to

describe expressly the interest then represented by the Voting

Trust Certificate. Any transfer tax or other charges payable in

respect to any such exchange, if so required by the Voting

Trustee, shall be paid by the holders of the Voting Trust

Certificates.

parties to or prosecute or defend or intervene in any suits or

legal proceedings, and the stockholders and holders from time to

time of the Voting Trust Certificates agree to hold the Voting

Trustees harmless from any action or omission by them in the

premises.

17
<PAGE>

9. LIABILITY OF VOTING TRUSTEES.

The Voting Trustees shall exercise their best judgment

in voting the shares of stock of the Company, or otherwise acting

hereunder, with respect to such shares, but shall not be liable

to the stockholders hereunder for errors of law or of any thing

done or suffered or omitted in connection therewith, except for

their own individual willful misconduct. The Voting Trustees

shall act with due diligence and shall act in compliance with the

provisions of the New York Insurance Law and the rules and

regulations promulgated thereunder. No Voting Trustee shall be

required to give any bond or other security for the discharge of his

duties.

10. COMPENSATION OF VOTING TRUSTEES.

Each Voting Trustee shall receive for his services

hereunder the sum of $1,000 per annum, or such other amount as

may be agreed in writing by all of the holders of the then issued

and outstanding Voting Trust Certificates. The Voting Trustees

may employ counsel, and such other assistance as may be

convenient, in the performance of their functions. The Voting

Trustees may receive from the Company reimbursement or indemnity

for and against any and all claims, expenses (including their

compensation) and liabilities incurred by them, or asserted

against them, in connection with or growing out of this Agreement

or the discharge of their duties hereunder. Any such claims,

18
<PAGE>

expenses, or liabilities not so paid may be charged to the

holders of Voting Trust Certificates pro rata, and may be

deducted from dividends or other distributions to them, or may be

made a charge payable as a condition to the delivery of shares in

exchange for Voting Trust Certificates as provided herein, and

the Voting Trustees shall be entitled to a lien therefor upon the

shares, funds or other property in their possession.

11. DIVIDENDS.

(a) During the term of the Voting Trust, the holder of

each Voting Trust Certificate shall be entitled to receive

payments equal to the cash dividends, if any, received by the

Voting Trustees upon a like number and class of shares of capital

stock of the Company as is called for by each such Voting Trust

Certificate. If any dividend in respect of the stock deposited

with the Voting Trustees is paid, in whole or in part, in stock

of the Company having general voting powers, the Voting Trustees

shall likewise hold, subject to the terms of this Agreement, the

certificates for stock which are received by them on account of

such dividend, and the holder of each Voting Trust Certificate

representing stock on which such stock dividend has been paid

shall be entitled to receive a Voting Trust Certificate issued

under this Agreement for the number of shares and class of stock

received as such dividend with respect to the shares represented

by such Voting Trust Certificate. Holders entitled to receive

19
<PAGE>

the dividends described above shall be those registered as such

on the transfer books of the Voting Trustees at the close of

business on the day fixed by the Company for the taking of a

record to determine those holders of its stock entitled to

receive such dividends, or if the Voting Trustees have fixed a

date, as hereinafter in this paragraph provided, for the purpose

of determining the holders of Voting Trust Certificates entitled

to receive such payment or distribution, then registered as such

at theclose of businesson the date sofixed by theVoting Trustees.

(b) If any dividend in respect of the stock deposited with

the Voting Trustees is paid other than in cash or in capital

stock having general voting powers, then the Voting Trustees

shall distribute the same among the holders of Voting Trust

Certificates registered as such at the close of business on the

day fixed by the Voting Trustees for taking a record to determine

the holders of Voting Trust Certificates entitled to receive such

distribution. Such distribution shall be made to such holders of

Voting Trust Certificates ratably, in accordance with the number

of shares represented by their respective Voting Trust

Certificates.

closed temporarily by the Voting Trustees for a period not

exceeding twenty days preceding the date fixed for the payment or

distribution of dividends or the distribution of assets or

rights, or at any other time in the discretion of the Voting

Trustees. In lieu of providing for the closing of the transfer

20
<PAGE>

books, the Voting Trustees may fix a date not exceeding twenty

days preceding any date fixed by the Company for the payment or

distribution of dividends, or for the distribution of assets or

rights, as a record date for the determination of the holders of

Voting Trust Certificates entitled to receive such payment or

distribution, and the holders of Voting Trust Certificates of

record at the close of business on such date shall exclusively be

entitled to participate in such payments or distribution.

(d) In lieu of receiving cash dividends upon the

capital stock of the Company and paying the same to the holders

of Voting Trust Certificates pursuant to the provisions of this

Agreement, the Voting Trustees may instruct the Company in

writing to pay such dividends to the holders of the Voting Trust

Certificates directly. Upon receipt of such written

instructions, the Company agrees to thereafter pay such dividends

to the holders of the Voting Trust Certificates directly. Upon

such instructions being given by the Voting Trustees to the

Company, and until revoked by the Voting Trustees, all liability

of the Voting Trustees with respect to such dividends shall

cease. The Voting Trustees may at any time revoke such

instructions and by written notice to the Company direct it to

make dividend payments to the Voting Trustees.

12. SUBSCRIPTION RIGHTS.

21
<PAGE>

In case any stock or other securities of the Company

are offered for subscription to the holders of capital stock of

the Company deposited hereunder, the Voting Trustees, promptly

upon receipt of notice of such offer, shall mail a copy thereof

to each of the holders of the Voting Trust Certificates. Upon

receipt by the Voting Trustees, at least five days prior to the

last day fixed by the Company for subscription and payment, of a

request from any such registered holder of a Voting Trust

Certificate to subscribe in his behalf, accompanied with the sum

of money required to pay for such stock or securities (not in

excess of the amount subject to subscription in respect of the

shares represented by the Voting Trust Certificate held by such

certificate holder), the Voting Trustees shall make such subscription

and payment, and upon receiving from the Company the certificates for

shares or securities so subscribed for, shall issue to such holder a

Voting Trust Certificate in respect thereof if the same be stock

having general voting powers, but if the same be securities other than

stock having general voting powers, the Voting Trustees shall

mail or deliver such securities to the certificate holder in

whose behalf the subscription was made, or may instruct the

Company to make delivery directly to the certificate holder entitled

thereto.

13. DISSOLUTION OF COMPANY.

22 <PAGE>

In the event of the dissolution or total or partial

liquidation of the Company, whether voluntary or involuntary, the

Voting Trustees shall receive the moneys, securities, rights, or

property to which the holders of the capital stock of the Company

deposited hereunder are entitled, and shall distribute the same

among the registered holders of Voting Trust Certificates in

proportion to their interests, as shown by the books of the

Voting Trustees, or the Voting Trustees may in their discretion

deposit such moneys, securities, rights or property with any bank

or trust company doing business in New York, New York with

authority and instructions to distribute the same as above

provided, and upon such deposit all further obligations or

liabilities of the Voting Trustees in respect of such moneys,

securities, rights or property so deposited shall cease.

14. REORGANIZATION OF COMPANY.

In case the Company is merged into or consolidated with

another corporation, or all or substantially all of the assets of

the Company are transferred to another corporation, then in

connection with such transfer the term "Company" for all purposes

of this Agreement shall be taken to include such successor

corporation, and the Voting Trustees shall receive and hold under

this Agreement any stock of such successor corporation received

on account of the ownership, as Voting Trustees hereunder, of the

23
<PAGE>

stock held hereunder prior to such merger, consolidation and

transfer. Voting Trust Certificates issued and outstanding under

this Agreement at the time of such merger, consolidation or

transfer may remain outstanding, or the Voting Trustees may, in

their discretion, substitute for such Voting Trust Certificates

new Voting Trust Certificates in appropriate form, and the terms

"stock" and "capital stock" as used herein shall be taken to

include any stock which may be received by the Voting Trustees in

lieu of all or any part of the capital stock of the Company.

15. NOTICE.

(a) Unless otherwise in this Agreement specifically

provided, any notice to or communication with the holders of the

Voting Trust Certificates hereunder shall be deemed to be

sufficiently given or made if enclosed in postpaid wrappers

(regular, registered or certified mail, as the Voting Trustees

may deem advisable), addressed to such holders at their

respective addresses appearing on the transfer books of the

Voting Trustees and deposited in any post office or post office

box. The addresses of the holders of Voting Trust Certificates,

as shown on the transfer books of the Voting Trustees, shall in

all cases be deemed to be the addresses of Voting Trust

Certificate holders for all purposes under this Agreement,

without regard to what other or different addresses the Voting

24
<PAGE>

Trustees may have for any Voting Trust Certificate holder on any

other books or records of the Voting Trustees. Every notice so

given shall be effective, whether or not received. The date of

mailing shall be the date such notice is deemed given for all

purposes.

(b) Any notice to the Company hereunder shall be

sufficient if delivered to the Company's Secretary in person or

if enclosed in a postpaid wrapper and sent by registered or

certified mail, return receipt requested, to the Company

addressed as follows: SCOR Reinsurance Company, 110 William

Street, New York, New York 10038, Attention: General Counsel and

Secretary or to such other address as the Company designate by notice

in writing to the Voting Trustees.

may be enclosed in a postpaid wrapper and sent by registered or

certified mail, return receipt requested, addressed to them at

their office in New York, New York, or if no such address has

been furnished by the Voting Trustees, then to the Voting

Trustees in care of the Company. Any notice from one Voting

Trustee to the other Voting Trustees may be made in person or by

mail or telex to them at their addresses as they appear in this

Agreement, or at any other address as may be given from time to

time.

(d) All distributions of cash, securities, or other

25
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property hereunder by the Voting Trustees to the holders of

Voting Trust Certificates may be made in the same manner as

hereinabove provided for the giving of notices to the holders of

Voting Trust Certificates.

(e) All notices concerning amendments, extensions or

the termination of the Voting Trust Agreement or concerning the

death, incapacity or resignation of any of the Voting Trustees

shall be also delivered to the Superintendent.

16. BOOKS AND RECORDS.

Copies of this Agreement, and of every agreement

supplemental hereto or amendatory hereof, shall be filed in the

principal office of the Company in New York, New York, and in the

offices of the Voting Trustees in the State of New York, and

shall be open to the inspection of any stockholder of the

Company, daily during business hours.

17. CONTINUING AGREEMENT.

All voting trust certificates issued as herein provided

shall be issued, received and held subject to all the terms of

this Agreement. Every person, firm or corporation, including

their successors and assigns, that deposits stock of the Company

with the Voting Trustees and is entitled to receive Voting Trust

Certificates representing such shares, upon accepting the Voting

Trust Certificates issued hereunder, shall be bound by the

provisions of this Agreement as if such had actually been a

26
<PAGE>

signatory hereto, without the further agreement of the Voting

Trustees, the Company or of the holders of the other Voting Trust

Certificates at such time.

IN WITNESS WHEREOF the Company, the Stockholder and

each Voting Trustee has signed and sealed this Agreement as of

the above date, and the Stockholder has stated the number of
shares of capital stock of the Company held by it.

THE COMPANY:

(Corporate Seal) SCOR REINSURANCE COMPANY

ATTEST:

By:
Secretary President

THE STOCKHOLDER:

(Corporate Seal) SCOR U.S. CORPORATION

ATTEST:
By:
Secretary Executive Vice President

VOTING TRUSTEES:

Patrick Peugeot Jacques P. Bondeau
(Signature) (Signature)
Patrick Peugeot Jacques P. Blondeau
Name Name

82, rue Notre Dame des Champs 79 Boulevard Pereire

Address Address

Paris, France Paris, France

Country of Residence Country of Residence

27 <PAGE>

France France

Citizenship Citizenship

Michel J. Gudefin Allan M. Chapin
(Signature) (Signature)
Michel J. Gudefin Allan M. Chapin

Name Name

128 Dingletown Road 1133 Fifth Avenue, 12th Floor

Address Address

Greenwich, CT 06830 New York, NY 10128

State State

U.S.A. U.S.A.

Country of Residence Country of Residence

U.S.A. U.S.A.

Citizenship Citizenship

David J. Sherwood
(Signature)
David J. Sherwood
Name

237 Plantation Circle South
Address

Ponte Vedra Beach, FL 32082
State

U.S.A.
Country of Residence

U.S.A.
Citizenship