SCOR US CORP, SC 14D9, 1995-11-09

SCOR US CORP
SC 14D9, 1995-11-09
FIRE, MARINE & CASUALTY INSURANCE

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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION RULE 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

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SCOR U.S. CORPORATION
(Name of Subject Company)

SCOR U.S. CORPORATION
(Name of Person Filing Statement)

COMMON STOCK, PAR VALUE $0.30 PER SHARE
(Title of Class of Securities)

784027104
(CUSIP Number of Class of Securities)

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JOHN T. ANDREWS, JR.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
2 WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0178
TELEPHONE: (212) 390-5200
(Name, address (including zip code) and telephone number (including area code)
of person authorized to receive notices and communications on
behalf of the persons filing statement)

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COPY TO:
PHILLIP R. MILLS, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 450-4000

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<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY.

The name of the subject company is SCOR U.S. Corporation (the "Company").
The address of the principal executive offices of the Company is Two World Trade
Center, New York, New York 10048-0178. The title of the class of equity
securities to which this Statement relates are the shares of the common stock,
par value $.30 per share, of the Company (the "Shares").

ITEM 2. TENDER OFFER OF THE BIDDER.

This Statement relates to the tender offer made by SCOR S.A., societe
anonyme organized under the laws of The French Republic ("Parent"), to purchase
all outstanding Shares not currently beneficially owned directly or indirectly
by Parent at a price of $15.25 per Share (the "Offer Price") net to the seller
in cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated November 9, 1995 (the "Offer to
Purchase") and the related Letter of Transmittal (which together constitute the
"Offer"), copies of which are filed as exhibits hereto and are incorporated
herein by reference. The Offer is disclosed in a Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange
Commission (the "Commission") on November 9, 1995. The address of the principal
executive offices of Parent, as reported in the Schedule 14D-1, is 1 Avenue du
President Wilson, 92074 Paris La Defense Cedex, France.

The offer is being made pursuant to an Agreement and Plan of Merger, dated
as of November 2, 1995, as amended (the "Merger Agreement"), among Parent, the
Company and SCOR Merger Sub Corporation, a newly-formed Delaware corporation and
a wholly-owned subsidiary of Parent ("Purchaser"). The Merger Agreement
provides, among other things, that upon the terms and subject to the conditions
thereof, and in accordance with the provisions of the General Corporations Law
of the State of Delaware (the "DGCL") and the Restated Certificate of
Incorporation (the "Restated Certificate") and By-Laws of the Company, Purchaser
will be merged with and into the Company (the "Merger") as soon as practicable
following the consummation of the Offer and the satisfaction or waiver of
certain other conditions, with each Share issued and outstanding immediately
prior to the effective time of the Merger (other than Shares held in the
treasury of the Company or held by any wholly-owned subsidiary thereof and
Shares held by Parent or any of its subsidiaries, which shall be canceled and
extinguished without any conversion thereof and without any payment made with
respect thereunto, and other than Dissenting Shares (as defined below)) being,
by virtue of the Merger and without any action on the part of the holder
thereof, converted into the right to receive an amount in cash, without
interest, equal to the Offer Price.

ITEM 3. IDENTITY AND BACKGROUND.

(a) The name and business address of the Company, which is the person filing
this Statement are set forth in Item 1 above.

(b) Except as described herein, to the knowledge of the Company, as of the
date hereof there are no material contracts, agreements or understandings (other
than in the ordinary course of business), or any potential or actual conflicts
of interest between the Company or its affiliates and (i) the Company, its
executive officers, directors or affiliates or (ii) Parent or its executive
officers, directors or affiliates.

Interests of Special Committee

On September 28, 1995, the Board of Directors of the Company (the "Board" or
"Board of Directors") created a special committee comprised of those directors
who are not officers of Parent or the Company or any affiliate of either of them
(the "Special Committee") to consider and make recommendations with respect to
the Proposal (as defined below). The members of the Special Committee are John
R. Cox, Raymond H. Deck, Michel J. Gudefin, Richard M. Murray, John

<PAGE>

W. Popp, David J. Sherwood and Ellen E. Thrower. Mr. Sherwood serves as Chairman
and Mr. Cox serves as Vice Chairman of the Special Committee.

Mr. Cox currently serves as a Director of the Company and has been Director
of the Company since 1994. Mr. Cox beneficially owns 1,000 Shares.

Mr. Deck currently serves as a Director of the Company and has been a
Director of the Company since 1986. Mr. Deck beneficially owns 7,100 Shares.

Mr. Gudefin currently serves as a Director of the Company and has been a
Director of the Company since 1990. Mr. Gudefin beneficially owns 18,000 Shares.

Mr. Murray currently serves as a Director of the Company and has been a
Director of the Company since 1990. Mr. Murray beneficially owns 3,000 Shares.

Mr. Popp currently serves as a Director of the Company and has been a
Director of the Company since 1990. Mr. Popp beneficially owns 1,000 Shares.

Mr. Sherwood currently serves as a Director of the Company and has been a
Director of the Company since 1987. Mr. Sherwood beneficially owns 1,100 Shares.

Ms. Thrower currently serves as a Director of the Company and has been a
Director of the Company since 1995. Ms. Thrower beneficially owns no Shares.

In consideration of the services rendered on the Special Committee, the
members of the Special Committee each received $1,000.00 for attendance at each
meeting of the Special Committee. Mr. Sherwood will be receiving an annual
retainer fee, which is to be determined, for serving as Chairman of the Special
Committee.

Interests of Certain Persons

Certain contracts, agreements, arrangements and understandings between the
Company or its affiliates and certain of its directors, executive officers or
affiliates are described at pages 5 through 26 of the Company's Proxy Statement
dated April 28, 1995 relating to its 1995 Annual Meeting of Stockholders (the
"1995 Proxy Statement"). A copy of the 1995 Proxy Statement is attached as an
exhibit hereto and the portions thereof referred to herein are incorporated
herein by reference.(1)

The Company has granted options to purchase Shares to key executives,
directors and key employees under the Company's 1986 Stock Incentive Plan for
Key Executives, the Company's 1990 Stock Option Plan for Directors and the
Company's 1991 Stock Option Plan for Key Employees, respectively. See "The
Merger Agreement--Certain of the Covenants of the Company and Parent" under Item
3(b) below for a description of the treatment of employee stock options in the
Merger.

Jacques P. Blondeau has served as Chairman of the Board of Directors of the
Company since September 30, 1994 and as a Director of the Company since 1988.
Mr. Blondeau is also Chairman of SCOR Reinsurance Company ("SCOR Re"). Mr.
Blondeau serves as a Trustee of the Voting Trust as described below that holds
the stock of SCOR Re on behalf of the Company. Mr. Blondeau is Chairman of the
Board and Chief Executive Officer of Parent. Mr. Blondeau was President--

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(1) The following are corrections to information contained in the 1995 Proxy
Statement: (1) the bonus of Nolan E. Asch, Senior Vice President and Chief
Actuary of the Company, for 1992 as listed on page 11 of the 1995 Proxy
Statement was $20,000, not $0 as indicated therein; and (2) the expiration
date for the 9,071 options of Mr. Asch listed on page 13 of the 1995 Proxy
Statement is December 2, 2004, not November 30, 2004 as indicated therein.

<PAGE>

Operations of Societe Commercial de Reassurance ("SCOR Paris") from 1988 until
1990. Serge M.P. Osouf has served as Vice Chairman of the Board of Directors of
the Company and SCOR Re since September 30, 1994, and has been a Director of the
Company since September 1993, and of SCOR Re since December 1991. Mr. Osouf
serves as the General Manager of Parent and Chairman of SCOR Vie, a subsidiary
of Parent. Patrick Peugeot has served as a Director of the Company since 1983
and of SCOR Re since 1985. Mr. Peugeot is also a Voting Trustee of SCOR Re. Mr.
Peugeot had served as Chairman of the Board and Chief Executive Officer of
Parent from 1989 until 1994 and of SCOR Paris from 1983 until 1990. Francois
Reach has served as a Director of the Company since March 1989 and of SCOR Re
since June 1994. Mr. Reach has served as Chairman and Chief Executive Officer of
REAFIN, the finance company subsidiary of Parent since October 1994. Mr. Reach
has served as Deputy General Manager of Parent since October 1994.

As of October 31, 1995, all executive officers and directors of the Company
as a group beneficially owned an aggregate of 82,161 Shares and held stock
options to purchase 815,900 Shares. Together, such Shares and Shares purchasable
upon exercise of such stock options aggregate approximately 4.94% of the
18,170,971 Shares outstanding on October 31, 1995. If the transaction is
consummated, such persons will receive an aggregate of $1,252,955.25 in cash for
their Shares and, in addition, an aggregate of $2,728,528.375 in respect of the
cash-out of their stock options. See "The Merger Agreement" below for a
discussion of the treatment of stock options in the Merger.

The following table sets forth, as of October 31, 1995, the number of Shares
and stock options owned by, and the aggregate amounts to be received by, each
executive officer and director of the Company and Parent who owns any Shares or
stock options and all executive officers and directors as a group pursuant to
the transaction (after giving effect to the payments to be made in respect of
Shares and stock options, but without taking into account such individuals' cost
bases in their Shares, pursuant to the terms of the Merger Agreement). Other
than the individuals named below, no executive officer or director of the
Company or Parent owns any Shares.

TOTAL
SHARES CASH AMOUNT
BENEFICIALLY OUTSTANDING TO BE
NAME OWNED OPTIONS RECEIVED
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Louis Adanio...................... 10,409 36,480 $262,339.75
John T. Andrews, Jr............... -0- 109,000 284,750.00
Nolan E. Asch..................... 14,188 61,671 356,334.875
Jacques P. Blondeau............... -0- 102,000 328,278.00
John R. Cox....................... 1,000 6,000 45,250.00
Jeffrey D. Cropsey................ 4,552 13,000 150,668.00
Raymond H. Deck................... 7,100 18,000 160,400.00
John D. Dunn, Jr.................. -0- 25,000 126,250.00
Francis J. Fenwick................ -0- 7,800 48,750.00
Howard B. Fischer................. 4,412 31,760 156,743.00
Linda J. Grant.................... 100 15,300 53,650.00
Michel Gudefin.................... 18,000 18,000 326,625.00
Jerome Karter..................... -0- 166,000 560,300.00
Dominique LaVallee................ 1,400 19,000 83,850.00
Jean Masse........................ -0- 6,000 39,375.00
Richard M. Murray................. 3,000 18,000 97,875.00
Serge M.P. Osouf.................. -0- 13,000 74,500.00
Patrick Peugeot................... 15,900 95,789 584,395.00
John W. Popp...................... 1,000 18,000 67,375.00
Francois Reach.................... -0- 6,000 30,000.00
Robert D. Sawicki................. -0- 9,100 56,875.00
David J. Sherwood................. 1,100 18,000 68,900.00
Ellen E. Thrower.................. -0- 3,000 18,000.00

<PAGE>

The Merger Agreement provides for the indemnification of the current and
former directors and officers of the Company from and after the Effective Time
(as defined below), and the maintenance of a policy of directors' and officers'
liability insurance for a period of six years after the Effective Time. See "The
Merger Agreement--Certain of the Covenants of the Company and Parent" below. The
directors, officers and employees of the Company may be indemnified against
certain actions, claims and liabilities pursuant to the Company's By-Laws.

Indemnification

The Restated Certificate and the By-Laws contain provisions which state that
no director shall be personally liable to the Company or its stockholders for
monetary damages with respect to claims by the Company or the stockholders for
breaches of fiduciary duty as a director. The provisions do not limit director
liability for monetary damages (a) for any breach of the director's duty of
loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of Title 8 of the DGCL (i.e., unlawful dividends or
other unlawful payments) or (d) for any transaction from which the director
derived an improper personal benefit.

The By-Laws of the Company provide that each director and each officer or
former director or officer of the Company or each person who may have served at
the Company's request as a director or officer of another corporation in which
the Company owned shares of capital stock or of which the Company is a creditor,
may be indemnified by the Company against liabilities imposed upon such director
or officer and expenses reasonably incurred by such director or officer in
connection with any claim made against such director or officer, or any action,
suit or proceeding to which such director or officer may be a party by reason of
such person being, or having been, a director or officer of the Company, and
against such sums as independent counsel selected by the Board of Directors
shall deem reasonable payment made in settlement of any such claim, action, suit
or proceeding primarily with a view of avoiding expenses of litigation;
provided, however, that no director or officer shall be indemnified with respect
to matters as to which such director or officer shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in
performance of duty, or with respect to any matters which such indemnification
would be against public policy. Such indemnification is in addition to any other
rights to which directors or officers may be entitled.

The Company, its directors and its officers are covered under a Directors
and Officers Insurance Including Company Reimbursement Policy (the "D&O
Insurance") effective for the period from June 22, 1995 to June 22, 1996.
Pursuant to the policy, the insurer agreed (1) to pay on behalf of the Company's
directors and officers loss from certain claims arising from such directors' or
officers' wrongful acts, except for any loss which the Company pays to or on
behalf of such directors or officers as indemnification and (2) to reimburse the
Company for loss from certain claims which the Company pays to or on behalf of
the directors or officers as indemnification.

Contracts and Transactions between the Company and Parent.

Ownership of the Company. Parent currently owns approximately 80% of the
outstanding Shares and therefore has the ability to control the Company through
the election of a majority of the Board and voting at meeting of stockholders.
Six of the thirteen members of the Board also serve as directors and/or officers
of Parent, its subsidiaries or affiliates or are officers of the Company
("Affiliated Directors").

Share Repurchases. On November 2, 1994, Parent acquired directly from
certain of the Company's Executive Officers 82,000 Shares at the then prevailing
market price of $11.125 per Share, specifically: 44,000 Shares from John T.
Andrews, Jr., Senior Vice President, General Counsel and Secretary; 9,071 Shares
from Nolan E. Asch, Senior Vice President and Chief Actuary;

<PAGE>

3,929 Shares from R. Daniel Brooks, Senior Vice President; and 25,000 Shares
from Jerome Karter, President and Chief Executive Officer. Each of these senior
officers had, at the request of the Company, voluntarily agreed not to sell any
Shares held by them in connection with the privately placed offering of
convertible subordinated debentures of the Company in 1993, and were prevented
from selling during certain other periods thereafter in accordance with Company
policy. The proceeds from these sales to Parent were applied exclusively to
reduce indebtedness of the sellers to the Company. In addition, on November 2,
1994, under the Company's Stock Incentive Plan for Key Employees, the Company
granted to each of such officers options to purchase a corresponding number of
Shares at an exercise price of $11.125 per Share, which was equal to the per
share market price on that date.

Loan Agreement. On October 2, 1995, the Company, as borrower, entered into a
Loan Agreement with Parent, as lender, which provides for a term loan to the
Company of a principal sum of $20 million from Parent. The term of the loan is
one year commencing on October 2, 1995 and is subject to renewal for an
additional term of one year at the option of the Company. The interest rate for
the loan during any three month interest period is the rate equal to 0.2% plus
the applicable three month London Interbank Offered Rate. Interest is payable
two days prior to the end of each three month interest period. The proceeds of
the loan are restricted to the repayment of, or the repayment of indebtedness
incurred in respect of the repayment of, a bank financing obtained by the
Company. In October 1995, the Company borrowed $20 million under this loan
agreement.

Credit Agreement. As of November 2, 1995, the Company had outstanding
$75,950,000 aggregate principal amount of 5 1/4% Convertible Subordinated
Debentures due April 1, 2000 (the "Debentures"), which were issued by the
Company on March 29, 1993 at a price equal to the principal amount thereof
through a private offering. The Debentures are not redeemable by the Company
prior to April 3, 1996, and outstanding Debentures are currently convertible
into approximately 2.99 million Shares at a conversion price of $25.375 per
Share. Under the terms of the indenture pursuant to which the Debentures were
issued (the "Indenture"), in the event that Parent beneficially owns, after
giving effect to the purchase of Shares pursuant to the Offer or the acquisition
of Shares pursuant to the Merger, in excess of 90% of the outstanding Shares (a
"Repurchase Event"), the holders of the Debentures shall have the right to
require the Company to repurchase the Debentures at a repurchase price equal to
100% of the principal amount thereof together with accrued and unpaid interest
to the date of such repurchase, which date shall be 45 days after the date on
which the Company notifies the holders of the Debentures of such Repurchase
Event.

On January 24, 1995, the Company, as borrower, entered into a Credit
Agreement (the "Credit Agreement") with Parent, as lender. The Credit Agreement
provides that during term of the Credit Agreement (the "Revolving Credit
Period"), which is five years, the Company may borrow amounts from time to time
from Parent, which amounts in the aggregate at any one time do not exceed $20
million. During the Revolving Credit Period, the Company may borrow, repay or
prepay any loans under the Credit Agreement subject to the terms thereof. The
interest rate on each loan during any three month interest period is the rate
equal 0.5% plus the applicable three month London Interbank Offered Rate.
Interest is payable at the end of each three month interest period unless added
to the outstanding principal balance of such loan at the option of the Company.
The proceeds of the Credit Agreement are restricted to the repurchase of the
Debentures in the market or the repayment of any debt incurred in order to
repurchase Debentures. In addition, Parent may provide or arrange financing
necessary for the Company to satisfy its obligation to repurchase Debentures in
accordance with the terms of the Indenture.

Retrocession Agreements. SCOR Re, like most reinsurance companies, enters
into retrocession arrangements for many of the same reasons primary insurers
seek reinsurance, including increasing their premium writing and risk capacity
without requiring additional capital and reducing

5
<PAGE>
the effect of individual or aggregate losses. Historically, SCOR Re has
retroceded risks to retrocessionaires on both a proportional and excess of loss
basis. Since a reinsurer remains liable to a ceding company with respect to any
risk subject to a retrocession agreement, such retrocessionaires are subject to
an initial review of financial condition before final acceptability is confirmed
and to subsequent reviews on an annual basis.

From 1974 through 1986, virtually all of SCOR Re's retrocessions had been to
affiliates. Based on the increased surplus resulting from the Company's public
offering in 1986, SCOR Re significantly decreased the total amount of
reinsurance retroceded, a large portion of which continues to be retroceded to
affiliates. All reinsurance agreements with affiliates must be submitted to the
New York Insurance Department for prior review. In 1994, 11.5% of gross premiums
written by the Company were retroceded to Parent, compared with 15.6% and 14.0%
in 1993 and 1992, respectively.

Under its 1995 retrocessional program, SCOR Re retains a maximum of $2.0
million as to any one ceding company program for treaty business. SCOR Re
retains a maximum of $3.9 million and $1.0 million per risk for facultative
property and facultative casualty business, respectively. Under its 1994
retrocessional program SCOR Re retained a maximum of $2.0 million as to any one
ceding company program for treaty business and a maximum of $3.3 million and
$1.1 million per risk for facultative property and facultative casualty
business, respectively.

SCOR Re purchases coverage against the accumulation of losses resulting for
a single catastrophic event. As with most reinsurers, SCOR Re retains a share of
its catastrophe exposures. In 1995, SCOR Re has general catastrophe
retrocessional coverage, which covers property exposures only, for generally 78%
of $48 million in excess of $20 million per occurrence. The Company also has
underlying coverage for $15 million in excess of $5 million per occurrence after
a $5 million deductible. Parent participates in SCOR Re's 1995 general
catastrophe retrocessional program for a total limit of approximately $13.7
million.

Pursuant to a Net Aggregate Excess of Loss Retrocessional Agreement dated as
of July 1, 1986 (the "1986 Retrocessional Agreement"), Parent reinsured SCOR Re
for adverse loss development from pre-1986 business that exceeded the total of
loss reserves established as of June 30, 1986 and premiums earned after June 30,
1986 from such pre-1986 business. The 1986 Retrocessional Agreement provided
protection to the Company for business underwritten by SCOR Re only and did not
provide coverage for pre-1986 business underwritten by any other subsidiary.
However, business underwritten by General Security Assurance Corporation of New
York ("General Security") and The Unity Fire and General Insurance Company
("Unity Fire") is protected against adverse development by a separate net
aggregate excess of loss retrocessional agreement, as described below. The 1986
Retrocessional Agreement terminated on December 31, 1993, at which time Parent's
liability to SCOR Re was $16.2 million. This amount is the actuarially
determined expected ultimate loss from the pre-1986 business in excess of the
"aggregate deductible" (which is defined as the total of net outstanding loss
and loss expense reserves, net incurred but not reported ("IBNR") loss reserves
and net unearned premium reserves established as of June 30, 1986 for the
pre-1986 business, plus all net premiums and future net premium adjustments
earned after June 30, 1986 under retrospectively rated treaties for such
business). During the first quarter of 1994, SCOR Re received $16.2 million from
Parent in settlement of its liability under this agreement.

On May 4, 1994, SCOR Re and Parent entered into a Second Net Aggregate
Excess of Loss Retrocessional Agreement ("the 1994 Retrocessional Agreement")
dated as of May 4, 1994 and effective as of January 1, 1994, which protects the
same business covered under the 1986 Retrocessional Agreement. Under this
Agreement, SCOR Re is responsible for any further adverse development up to $8.8
million beyond the $16.2 million of adverse development recognized under

<PAGE>

the 1986 Retrocessional Agreement, at which point the 1994 Retrocessional
Agreement attaches and provides coverage for up to $10 million of any additional
adverse development. SCOR Re paid a premium of $2 million for this coverage,
which expires on December 31, 2004. At December 31, 1994, no recovery was
recognized under the 1994 Retrocessional Agreement. In addition, based on the
experience under the 1994 Retrocessional Agreement, SCOR Re is eligible to
receive a contingent commission of up to 27.75% of the premium.

SCOR Re is a party to two additional retrocession agreements providing for
significant premium payments to Parent. First, pursuant to the Catastrophe
Excess of Loss Reinsurance Contract for the 1994 year, SCOR Re paid Parent a
premium for that year of approximately $3.80 million for the coverage specified
under that reinsurance contract in respect of losses under policies covering
treaty and facultative reinsurance assumed by SCOR Re resulting from certain
property exposures. Losses arising from the earthquake in Northridge, California
in 1994 resulted in a restatement of the coverage under the contract for an
additional premium of approximately $3.5 million. Second, pursuant to the
Catastrophe Excess of Loss Reinsurance Contract for the 1995 year, SCOR Re is
required to pay each of Parent and one of its affiliates, SCOR Reassurance, by
way of quarterly installments, a premium of approximately $2.04 million for that
year for the coverage to be provided by each of them as specified under that
reinsurance contract in respect of losses under policies covering treaty and
facultative reinsurance assumed by SCOR Re resulting from certain casualty
occurrences.

Parent entered into a Net Aggregate Excess of Loss Retrocessional Agreement
with each of Unity Fire and General Security, pursuant to which Parent agreed to
reinsure those companies to the extent that their net ultimate incurred losses
(as defined in the agreements) arising in 1989 and prior accident years exceed
an aggregate deductible. As a result of an assumption by General Security of the
rights, liabilities and obligations of Unity Fire, the Net Aggregate Excess of
Loss Retrocessional Agreement with Unity Fire was terminated and the net
Aggregate Excess of Loss Retrocessional Agreement with General Security was
amended (as so amended, the "Agreement") to include the protection formerly
provided to Unity Fire by its retrocessional agreement with Parent. As a result
of a merger of General Security into SCOR Re, the protection under the Agreement
is now for the benefit of SCOR Re. The aggregate deductible is defined as the
sum of net outstanding loss and loss expense reserves and net IBNR loss reserves
as of December 31, 1989, for 1989 and prior accident years, as documented in the
1989 statutory financial statements of Unity Fire and General Security. This
amount has been established at a combined aggregate of $93.8 million. The annual
premium for this protection is $210,000 through 2004. The Agreement continues in
force until all covered losses are settled.

The retrocession of risks underwritten by a reinsurer does not legally
discharge it from liability for any part of the risk retroceded. Accordingly,
the operating subsidiaries of the Company, which includes SCOR Re, General
Security Insurance Company, Unity Fire and General Security Indemnity Company
(collectively, the "Operating Subsidiaries") would be required to pay the full
amount of the loss associated with the reinsured risk if for any reason Parent
or any other retrocessionaire was unable or failed to meet its reinsurance
obligations. Generally, under the New York Insurance Law, retrocessionaires
which are not licensed or otherwise authorized reinsurers in New York must
provide letters of credit or other permitted assets to secure their obligations
to the ceding reinsurer (based on the ceding reinsurer's current estimate of the
ceded liability) in order for the ceding reinsurer to take credit on its
statutory financial statements for the reinsurance ceded. This security can be
applied by the ceding reinsurer toward discharging its own liability in the
event of a default by the retrocessioinaire. At December 31, 1994, the amount of
estimated liability for which retrocessionaires were liable to the Operating
Subsidiaries was approximately $265.7 million, of which approximately $215.2
million was secured by letters of credit in favor of, or funds held by, the
Operating Subsidiaries. Additionally, an amount of $37.6 million represents the
liability on reinsurance ceded to New York licensed or authorized reinsurance
companies, which are not required to

<PAGE>

provide additional security in order for the ceding reinsurer to take credit for
the reinsurance ceded. The amounts of estimated liability recoverable from
retrocessionaires at December 31, 1993 and 1992 were approximately $285.1
million and $289.2 million, respectively. The Operating Subsidiaries' exposure
to amounts deemed unrecoverable from retrocessionaires has been limited and to
the extent it has been exposed, paid losses, outstanding losses and incurred but
not reported losses recoverable from retrocessionaires which are determined to
be uncollectible are charged to operations.

Voting Trust. The New York Insurance Law prohibits (with certain exceptions)
the issuance of a license to a company that is owned or financially controlled
in whole or in part by a government, unless an insurer was so owned or
financially controlled prior to the effective date of such statute. Unity Fire
was so owned or financially controlled prior to such effective date. Because
Parent, the controlling stockholder of the Company, was indirectly partially
owned by certain French insurance companies which were majority owned by the
French Government, the Company, in 1984, to permit SCOR Re to obtain a New York
insurance license, established a voting trust for its holdings of capital stock
of SCOR Re. The voting trust was irrevocable for a period of ten years (through
June 6, 1994), unless SCOR Re's New York license was withdrawn. In 1994, in
order for SCOR Re to retain its New York license and obtain a California
insurance license, the SCOR Reinsurance Company 1994 Voting Trust Agreement,
among SCOR Re, the Company and the Voting Trustees designated therein was
entered as of June 6, 1994, thereby renewing the voting trust for an additional
period of three years. The five voting trustees under the voting trust possess
and are entitled to exercise all the rights and powers of absolute owners of the
capital stock of SCOR Re, except to pass any voting right or ownership interest
to others. Decisions of the voting trustees may be made by majority vote,
provided that such majority consists of at least two voting trustees who are not
officers, directors or stockholders of Parent. The voting trustees are required
to forward any dividends paid by SCOR Re to the Company as the registered holder
of the voting trust certificates evidencing beneficial ownership of SCOR Re's
stock. Transfers of voting trust certificates may only be made by the registered
holder thereof. The current voting trustees are as follows: Patrick Peugeot,
Jacques P. Blondeau, Allan M. Chapin, Michel J. Gudefin, and David J. Sherwood.
All of the voting trustees are Directors of the Company, with the exception of
Mr. Chapin, who is a partner of Sullivan & Cromwell, United States legal counsel
of Parent.

Ownership of Commercial Risk. In January 1992, the Company acquired 19.8% of
the stock of Commercial Risk, a Bermuda holding company for two insurance
subsidiaries. The purchase price was approximately $9.9 million. As a result of
a recapitalization of Commercial Risk in 1994, the Company currently owns
approximately 12.87% of the outstanding stock of Commercial Risk. Parent owns
approximately 52.27% of the outstanding stock of Commercial Risk.

Services Agreement. Pursuant to an Amended Service Agreement dated as of
June 11, 1992 between the Company and Parent, the Company and Parent have agreed
to reimburse the other for services provided by various personnel. The amount of
the reimbursement for the services provided is determined by allocation of the
actual costs, including salary and related expenses.

Reinsurance. The Operating Subsidiaries assume reinsurance from Parent and
other affiliated companies primarily on a quota share or surplus share basis.
Written premiums assumed from these companies (and the percentage of gross
written premiums) were approximately $7.85 million (2.6%), $8.38 million (2.5%)
and $6.70 million (2.2%) for the years ended December 31, 1994, 1993 and 1992,
respectively. Of these amounts, approximately $6.96 million, $7.93 million and
$6.28 million for 1994, 1993 and 1992, respectively, were assumed from Parent.

<PAGE>

The Operating Subsidiaries also retrocede reinsurance to Parent and other
affiliated companies, primarily on a quota share or surplus share basis. The
total written premiums approximately ceded by the Company's subsidiaries under
retrocession agreements to affiliated companies in 1994 were approximately
$35.64 million.

Parent provides letters of credit in favor of the Operating Subsidiary in
amounts equal to its estimated liability under its reinsurance agreements with
such companies (as re-estimated on a quarterly basis). The amount of letters of
credit provided by Parent at December 31, 1994 was approximately $134.5 million
and at December 31, 1993 was approximately $123 million.

Software. The Company has agreed in principle with Parent for the purchase
by Parent of the Company's New Treaty System ("NTS"). The purchase price is
approximately $1.5 million. To date, the Company has expended approximately
$10.2 million in researching, developing and implementing NTS.

The Merger Agreement.

The following is a description of certain provisions of the Merger
Agreement. Such description does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, a copy of which is filed as
an exhibit hereto.

The Offer. Pursuant to the Merger Agreement, Purchaser is obligated to
commence the Offer no later than five business days following the date of the
Merger Agreement. The Merger Agreement provides that the obligation of Purchaser
to consummate the Offer and to accept for payment and purchase the Shares
tendered pursuant to the Offer shall be subject only to the conditions set forth
in the Merger Agreement, which are described below under the caption "The Merger
Agreement--Conditions to the Offer." Subject to the terms and conditions of the
Offer, Purchaser will promptly pay for all Shares duly tendered that it is
obligated to purchase thereunder. The Board of Directors and a majority of the
members of the Special Committee shall recommend acceptance of the Offer to its
stockholders in a Solicitation/Recommendation Statement on Schedule 14D-9, as
such statement may be amended or supplemented from time to time, to be filed
with the Commission upon commencement of the Offer; provided, however, that if
the Board of Directors determines that its fiduciary duties require it to amend
or withdraw its recommendation, such amendment or withdrawal shall not
constitute a breach of the Merger Agreement. Purchaser will not without the
prior written consent of the Company decrease the price per Share or change the
form of consideration payable in the Offer, decrease the number of Shares sought
or change the conditions to the Offer. Purchaser shall not terminate or withdraw
the Offer unless at the expiration date of the Offer the conditions to the Offer
set forth below have not been satisfied or waived.

Conditions to the Offer. The Merger Agreement provides that, notwithstanding
any other provision of the Offer, Purchaser shall not be obligated to accept for
payment any Shares or, subject to any applicable rules and regulations of the
Commission, including Rule 14e-1(c) (relating to Purchaser obligation to pay for
or return tendered Shares promptly after termination or withdrawal of the Offer)
or pay for, and may delay the acceptance for payment of or payment for, any
tendered Shares unless there have been validly tendered and not withdrawn prior
to the expiration date of the Offer a number of Shares that, together with any
Shares currently beneficially owned directly or indirectly by Parent,
constitutes at least 90% of the total Shares outstanding as of the date the
Shares are accepted for payment pursuant to the Offer (the "Minimum Tender
Condition"), or if on or after November 2, 1995, and at or before the time of
payment for any of such Shares

<PAGE>

(whether or not any Shares have theretofore been accepted for payment or paid
for pursuant to the Offer), any of the following events shall occur:

(a) there shall be any statute, rule, regulation, judgment, injunction
or other order, enacted, promulgated, entered, enforced or deemed applicable
to the Offer or the Merger or any other action shall have been taken by any
government, legislative body, court or governmental, regulatory or
administrative agency, authority, tribunal or commission, domestic,
supranational or foreign (each, a "Governmental Entity"), or any other
person, domestic, supranational or foreign (i) challenging the legality of
the acquisition by Purchaser of the Shares; (ii) restraining, delaying or
prohibiting the making or consummation of the Offer or the Merger or
obtaining from the Company, Parent or Purchaser any damages in connection
therewith; (iii) relating to assets of, or prohibiting or limiting the
ownership or operation by Parent or Purchaser of all or any portion of the
business or assets of, the Company, Parent or Purchaser (including the
business or assets of their respective affiliates and subsidiaries) or
imposing any limitation on the ability of Parent or Purchaser to conduct
such business or own such assets; (iv) imposing limitations on the ability
of Parent or Purchaser (or any affiliate of Parent or Purchaser) to acquire
or hold or to exercise full rights of ownership of the Shares, including,
without limitation, the right to vote the Shares purchased by them on all
matters properly presented to the stockholders of the Company or (v) having
a substantial likelihood of any of the foregoing.

(b) there shall have occurred (i) any general suspension of, or
limitation on times or prices for, trading in securities on any national
securities exchange or in the over-the-counter market in the United States
or France or (ii) a declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States or France (whether or not
mandatory);

(c) the Company shall have breached or failed to perform in any material
respect any of its covenants, obligations or agreements under the Merger
Agreement or any representation or warranty of the Company set forth in the
Merger Agreement shall have been inaccurate or incomplete in any material
respect when made or thereafter shall become inaccurate or incomplete in any
material respect;

(d) any change, including, without limitation, any change arising out of
or related to any natural disaster (including hurricanes and earthquakes),
shall have occurred or been threatened or become known (or any condition,
event or development shall have occurred or been threatened or become known
involving a prospective change) in the business, properties, assets,
liabilities, condition (financial or otherwise), or results of operations of
the Company or any of its subsidiaries that could reasonably be expected to
be materially adverse to the Company and its subsidiaries taken as a whole;

(e) all consents, registrations, approvals, permits, authorizations,
notices, reports or other filings required to be made or obtained by the
Company, Parent, Purchaser or any stockholder of Parent with or from any
Governmental Entity in connection with the Offer and the Merger shall not
have been made or obtained except where the failure to make or to obtain, as
the case may be, such consents, registrations, approvals, permits,
authorizations, notices, reports or other filings could not reasonably be
expected to have a material adverse effect on the condition (financial or
otherwise), properties, assets, liabilities, business or results of
operations of the Company and its subsidiaries taken as a whole;

(f) the Special Committee of the Board of Directors shall have adversely
amended or modified or shall have withdrawn its recommendation of the Offer
or the Merger, or shall have

<PAGE>

failed to reconfirm publicly such recommendation upon request by Parent or
Purchaser, or shall have resolved to do any of the foregoing; or

(g) the Agreement shall have been terminated in accordance with its
terms or Purchaser shall have reached an agreement or understanding with the
Special Committee providing for termination of the Offer;

which, in the reasonable judgment of Purchaser with respect to each and every
matter referred to above, and regardless of the circumstances (including any
action or inaction by Purchaser, Parent or any affiliate of Parent) giving rise
to any such condition, makes it inadvisable to proceed with the Offer or with
such acceptance for payment or payment.

The foregoing conditions are for the sole benefit of Purchaser and may be
asserted by Purchaser regardless of the circumstances (including any action or
inaction by Purchaser, Parent or any affiliate of Parent) giving rise to any
such conditions or may be waived by Purchaser in whole or in part at any time
and from time to time in its sole discretion. The failure by Purchaser at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
such right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time. Any determination by Purchaser
concerning the events described above will be final and binding on all holders
of the Shares.

The Merger. The Merger Agreement provides that, upon the terms and subject
to the conditions thereof, at the time at which the Company and Parent file a
certificate of merger with the Secretary of State of the State of Delaware and
make all other filings or recordings required by the DGCL in connection with the
Merger, Purchaser shall merge with and into the Company in accordance with the
DGCL. The Merger shall become effective on the date on which the Certificate of
Merger is duly filed with the Secretary of State of the State of Delaware (the
"Effective Time"). As a result of the Merger, the separate corporate existence
of Purchaser will cease, and the Company will be the Surviving Corporation (as
defined in the Merger Agreement).

At the Effective Time, (i) each Share issued and outstanding immediately
prior to the Effective Time (other than Shares owned by Parent, Purchaser or any
other direct or indirect subsidiary of Parent (collectively, "Parent Companies")
or Shares that are owned by the Company or any direct or indirect subsidiary of
the Company or Shares ("Dissenting Shares") which are held by stockholders
("Dissenting Stockholders") properly exercising appraisal rights pursuant to
Section 262 of the DGCL (collectively, "Excluded Shares")) shall be converted
into the right to receive, without interest, an amount in cash (the "Merger
Consideration") equal to $15.25 and (ii) all Shares, by virtue of the Merger and
without any action on the part of the holders thereof, shall no longer be
outstanding and shall be canceled and returned and shall cease to exist, and
each holder of a certificate representing any such Shares (other than Excluded
Shares) shall thereafter cease to have any rights with respect to such Shares,
except the right to receive the Merger Consideration for such Shares upon the
surrender of such certificate in accordance with the Merger Agreement or the
right, if any, to receive payment from the Surviving Corporation of the "fair
value" of such Shares as determined in accordance with Section 262 of the DGCL.
At the Effective Time, each Share issued and outstanding at the Effective Time
and owned by any of Parent Companies or held in the Company's treasury or owned
by the Company or any direct or indirect subsidiary of the Company shall cease
to be outstanding, shall be canceled and retired without payment of any
consideration therefor and shall cease to exist.

At the Effective Time each share of common stock, par value $1.00 per share,
of Purchaser issued and outstanding immediately prior to the Effective Time
shall, by virtue of the Merger and

<PAGE>

without any action on the part of Purchaser or the holders of such shares, be
converted into one share of common stock of the Surviving Corporation.

The Merger Agreement provides that the Dissenting Shares will not be
converted into or represent the right to receive the Merger Consideration.
Holders of such shares will be entitled to receive payment of the "fair value"
of such Shares held by them in accordance with the provisions of Section 262 of
the DGCL, except that all Dissenting Shares held by stockholders who fail to
perfect or who effectively withdraw or lose their rights to dissent will
thereupon be deemed to have been converted into, as of the Effective Time, the
right to receive, without any interest thereon, the Merger Consideration, upon
surrender of the certificate or certificates that formerly evidenced such
Shares.

The Merger Agreement provides that, at the Effective Time, the Restated
Certificate and the By-Laws of the Company in effect at the Effective Time will
be the Certificate of Incorporation and By-Laws of the Surviving Corporation,
except that Article 4A of the Company's Restated Certificate shall be amended to
read in its entirety as follows: "The aggregate number of shares of stock which
the Corporation shall have the authority to issue is 1,000 shares of Common
Stock, par value $0.01 per share."

Agreements of Parent and the Company. The Merger Agreement provides that in
the event that Parent, Purchaser or any other subsidiary of Parent shall acquire
at least 90% of the outstanding Shares pursuant to the Offer or otherwise,
Parent, Purchaser and the Company have agreed, at the request of Parent or
Purchaser, to take all necessary and appropriate action to cause the Merger to
become effective as soon as practicable after the acceptance for payment and
purchase of Shares by Purchaser pursuant to the Offer without a meeting of
stockholders of the Company in accordance with Section 253 of the DGCL.

The Merger Agreement provides that the directors and officers of the Company
as of the Effective Time shall be the directors and officers, respectively, of
the Surviving Corporation until their successors have been duly elected or
appointed and qualified or until the earlier death, resignation or removal in
accordance with the Surviving Corporation's Certificate of Incorporation and
By-Laws.

Certain of the Covenants of the Company and Parent. The Company has agreed
that, prior to the Effective Time (unless Parent shall otherwise agree in
writing and except as otherwise expressly contemplated by the Merger Agreement),
the business of the Company and its subsidiaries shall be conducted only in the
ordinary and usual course consistent with past practice and, to the extent
consistent therewith, each of the Company and its subsidiaries have agreed to
use its best efforts to preserve its business organization intact (including
maintaining all of its Permits (as defined in the Merger Agreement)) and to
maintain its existing relations with customers, suppliers, employees and
business associates and it shall take no action that would adversely affect the
ability of the parties to consummate promptly the transactions contemplated by
the Merger Agreement.

Pursuant to the Merger Agreement, if required following termination of the
Offer, the Company will take all action necessary to convene a meeting of
holders of Shares as promptly as practicable to consider and vote upon the
approval of the Merger Agreement and the Merger. The Company has agreed that the
Board, subject to their fiduciary requirements of applicable law, shall
recommend such approval and that the Company shall take all lawful action to
solicit such approval. Parent has agreed to vote all Shares then owned by Parent
Companies (including all Shares currently owned by Parent Companies) in favor of
the Merger Agreement.

<PAGE>

Parent and the Company have each agreed in the Merger Agreement, subject to
the terms and conditions provided therein, to make promptly their respective
Regulatory Filings and Purchaser Regulatory Filings (as each term is defined
therein) and thereafter to make any other required submissions with respect to
the Offer and the Merger and to use their respective best efforts to take
promptly, or cause to be taken promptly, all other action and do, or cause to be
done, all other things necessary, proper or appropriate under applicable laws
and regulations to consummate and make effective the transactions contemplated
by the Merger Agreement as soon as practicable.

Prior to the Effective Time, the Company has agreed in the Merger Agreement
to take such actions as may be necessary such that at the Effective Time each
stock option outstanding, pursuant to the Company's stock and option plans (an
"Option"), whether or not then vested shall be canceled and only entitle the
holder thereof, upon surrender thereof, to receive an amount in cash equal to
the difference, if positive, between the Merger Consideration and the exercise
price per Share of such Option multiplied by the number of Shares previously
subject to such Option.

Parent and the Company have agreed that from and after the Effective Time,
the Surviving Corporation and Parent will indemnify and hold harmless each
present and former director and/or officer of the Company, determined as of the
Effective Time (the "Indemnified Parties"), that is made a party or threatened
to be made a party to any threatened, pending or completed, action, suit,
proceeding or claim, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she was a director or officer of the Company or
any subsidiary of the Company prior to the Effective Time and arising out of
actions or omissions of the Indemnified Party in any such capacity occurring at
or prior to the Effective Time (a "Claim") against any costs or expenses
(including reasonable attorneys' fees), judgments, fines, amounts paid in
settlement pursuant to the Merger Agreement, losses, claims, damages or
liabilities (collectively, "Costs") reasonably incurred in connection with any
Claim, whether asserted or claimed prior to, at or after the Effective Time, to
the fullest extent that the Company would have been permitted under Delaware
law. The Surviving Corporation and Parent shall also advance expenses (including
attorneys' fees), as incurred by the Indemnified Party to the fullest extent
permitted under applicable law provided such Indemnified Party provides an
undertaking to repay such advances if it is ultimately determined that such
Indemnified Party is not entitled to indemnification.

Any Indemnified Party wishing to claim indemnification under the Merger
Agreement, upon learning of any such claim, shall promptly notify the Surviving
Corporation and Parent thereof, but the failure to so notify shall not relieve
the Surviving Corporation or Parent of any liability it may have to such
Indemnified Party if such failure does not materially prejudice the indemnifying
party. In the event of any such claim, action, suit, proceeding or investigation
(whether arising before or after the Effective Time), (i) Parent or the
Surviving Corporation shall have the right to assume the defense thereof and
Parent shall not be liable to such Indemnified Parties for any legal expenses of
other counsel or any other expenses subsequently incurred by such Indemnified
Parties in connection with the defense thereof, except that if Parent or the
Surviving Corporation elects not to assume such defense or counsel for the
Indemnified Parties advises that there are issues which raise conflicts of
interest between Parent or the Surviving Corporation and the Indemnified
Parties, the Indemnified Parties may retain counsel satisfactory to them, and
Parent or the Surviving Corporation shall pay all reasonable fees and expenses
of such counsel for the Indemnified Parties promptly as statements therefor are
received; provided, however, that the Surviving Corporation and Parent shall be
obligated to pay for only one firm or counsel for all Indemnified Parties in any
jurisdiction unless the use of one counsel for such Indemnified Parties would
present such counsel with a conflict of interest, (ii) the Indemnified Parties
will cooperate in the defense of any such matter and (iii) Parent shall not be
liable for any settlement effected without its prior written consent; and
provided further that the Surviving Corporation and Parent, respectively, shall
not

<PAGE>

have any obligation hereunder to any Indemnified Party when and if a court of
competent jurisdiction shall ultimately determine, and such determination shall
have become final and non-appealable, that the indemnification of such
Indemnified Party in the manner contemplated hereby is prohibited by applicable
law. If such indemnity is not available with respect to any Indemnified Party,
then the Surviving Corporation and the Indemnified Party shall contribute to the
amount payable in such proportion as is appropriate to reflect relative faults
and benefits.

If a claim for indemnification or advancement is not paid in full by the
Surviving Corporation or Parent within thirty days after a written claim
therefor has been received by the Surviving Corporation or Parent, the
Indemnified Party may any time thereafter bring suit against the Surviving
Corporation or Parent to recover the unpaid amount of the claim and, if
successful in whole or in part, the Indemnified Party shall be entitled to be
paid also the expense of prosecuting such claims.

Neither the failure of the Surviving Corporation or Parent (including their
Boards of Directors, independent local counsel or shareholders) to have made a
determination prior to the commencement of such suit that indemnification of the
Indemnified Party is proper in the circumstances because he or she has met the
applicable standard of conduct, nor an actual determination by the Surviving
Corporation or Parent (including their Boards of Directors, independent legal
counsel, or shareholders) that the Indemnified Party has not met such applicable
standard of conduct, shall be a defense to the suit or create a presumption that
the Indemnified Party has not met the applicable standard of conduct.

In addition, the Surviving Corporation agreed to maintain the Company's
existing officers' and directors' liability insurance or equivalent liability
insurance ("D&O Insurance") for a period of six years after the Effective Time
so long as the annual premium therefor is not in excess of the last annual
premium paid prior to the date of the Merger Agreement (the "Current Premium");
provided, however, if the existing D&O Insurance expires, is terminated or
canceled during such six-year period, the Surviving Corporation agreed to use
its best efforts to obtain as much D&O Insurance as can be obtained for the
remainder of such period for a premium not in excess (on an annualized basis) of
200 percent of the Current Premium. In lieu of this insurance arrangement, the
Surviving Corporation may, on or before the expiration of the Offer, enter into
alternative insurance arrangements provided that such arrangements are approved
by the members of the Special Committee and Parent.

The Company has agreed in the Merger Agreement that if Purchaser or any
other Parent Company shall have purchased Shares pursuant to the Offer, to take
all necessary action to enter into a supplemental indenture prior to the
Effective Time with the Trustee (as defined in the Debentures) pursuant to the
indenture under which the Debentures were issued, to provide, among other
things, that on and after the Effective Time the Debentures will be convertible
only into the Merger Consideration.

If any takeover statute shall become applicable to the Merger, the Offer or
the other transactions contemplated pursuant to the Merger Agreement, the
Company has agreed in the Merger Agreement that the Company and the members of
the Board shall grant such approvals and take such actions as are necessary so
that the transactions contemplated pursuant to the Merger Agreement may be
consummated as promptly as practicable on the terms contemplated by the Merger
Agreement and otherwise act to eliminate or minimize the effects of such statute
or regulation on the transactions contemplated by the Merger Agreement.

The Company and Parent each have agreed in the Merger Agreement to use (and
cause its subsidiaries to use) its best efforts to cause the conditions set
forth in Article VII of the Merger Agreement to be satisfied and to consummate
the Merger and the other transactions contemplated

<PAGE>

by the Merger Agreement. The Company further agreed to use (and to cause its
subsidiaries to use) its best efforts (including providing information and
communication) to obtain all necessary waivers, consents and approvals from
other parties to material agreements, leases and other contracts and to obtain
as promptly as practicable all necessary approvals, authorizations and consents
of Governmental Entities (including applicable insurance regulators) required to
be obtained in order to consummate the transactions contemplated by the Merger
Agreement, and each of the parties to the Merger Agreement agree to cooperate
with the others in obtaining all such consents, waivers, approvals and
authorizations.

In the Merger Agreement, Parent agreed to vote (or consent with respect to)
or cause to be voted (or a consent to be given with respect to) any Shares
(including all Shares currently owned) and any shares of common stock of
Purchaser beneficially owned by it or any of its subsidiaries or with respect to
which it or any of its subsidiaries has the power (by agreement, proxy or
otherwise) to cause to be voted (or to provide a consent), in favor of the
adoption and approval of the Merger Agreement at any meeting of stockholders of
the Company or Purchaser, respectively, at which the Merger Agreement shall be
submitted for adoption and approval and at all adjournments or postponements
thereof (or, if applicable, by any action of stockholders of either the Company
or Purchaser by consent in lieu of a meeting).

In the Merger Agreement, Parent and the Company agreed that no amendment to
the Certificate of Incorporation or By-Laws of the Surviving Corporation shall
reduce in any way the elimination of personal liability of directors of the
Company contained therein or adversely affect any existing right of any director
or officer (or former director or officer) to be indemnified with respect to
acts, omissions or events occurring prior to the Effective Time.

Representations and Warranties. The Merger Agreement contains various
customary representations and warranties of the parties thereto including among
others, representations as to corporate organization and qualification,
capitalization, corporate authority, no violation of charter or by-laws, debt
instruments or material agreements of the Company or applicable law resulting
from the transaction, accuracy of the Company's public filings, including
financial statements, absence of any material adverse change in the Company's
business and absence of undisclosed liabilities.

Conditions to Certain Obligations. The respective obligations of the
Company, Parent and Purchaser to consummate the Merger are subject to the
fulfillment of the following conditions: (i) in the event of a Company
stockholder meeting upon termination of the Offer to vote for the approval of
the Merger Agreement and the Merger, the Merger Agreement shall have been duly
approved by the holders of a majority of the Shares, in accordance with
applicable law and the Restated Certificate and the Company's By-Laws; (ii)
Purchaser (or one of Parent Companies) shall have purchased Shares pursuant to
the Offer; and (iii) no court or other Governmental Entity of competent
jurisdiction shall have enacted, issued, promulgated, enforced or entered any
statute, rule, regulation, judgment, decree, injunction or other order (whether
temporary, preliminary or permanent) which is in effect and prohibits
consummation of the Merger.

Termination. The Merger Agreement may be terminated and the Merger may be
abandoned (i) at any time prior to the Effective Time, before or after the
approval by holders of Shares, by the mutual consent of Parent and the Company,
by action of their respective boards of directors; (ii) by action of the board
of directors of either Parent or the Company if (a) Purchaser or any Parent
Company, shall have terminated the Offer without purchasing any Shares pursuant
thereto, provided, in the case of termination of the Merger Agreement by Parent,
such termination of the Offer is not in violation of the terms of the Offer, or
(b) without fault of the terminating party, the Merger shall not have been
consummated by March 31, 1996, whether or not such date is before or after the

<PAGE>

approval by holders of Shares; (iii) at any time prior to the Effective Time,
before or after the approval by holders of Shares, by action of the board of
directors of Parent, if (a) the Company shall have failed to comply in any
material respect with any of the covenants or agreements contained in the Merger
Agreement to be complied with or performed by the Company at or prior to such
date of termination, or (b) the Board of Directors or the Special Committee
shall have withdrawn or modified in a manner adverse to Parent or Purchaser its
approval or recommendation of the Offer, the Merger Agreement or the Merger or
the Board of Directors or the Special Committee, upon request by Parent, shall
fail to reaffirm such approval or recommendation, or shall have resolved to do
any of the foregoing; (iv) at any time prior to the Effective Time, before or
after the approval by holders of Shares by action of the Board of Directors, if
Parent or Purchaser (a) shall have failed to comply in any material respect with
any of the covenants or agreements contained in the Merger Agreement to be
complied with or performed by Parent or Purchaser at or prior to such date of
termination or (b) shall have failed to commence the Offer within five days of
the execution of the Merger Agreement; provided however that no action taken by
the Board of Directors with respect to termination of the Merger Agreement and
the Merger shall be effective unless such action is approved by the affirmative
vote of at least a majority of the members of the Special Committee.

Payment of Expenses. Whether or not the Merger shall be consummated, the
Company, Parent and Purchaser shall pay its own expenses incident to preparing
for, entering into and carrying out the Merger Agreement and the consummation of
the Merger.

Modification or Amendment. Subject to the applicable provisions of the DGCL,
at any time prior to the Effective Time, Parent, the Company and Purchaser may
modify or amend the Merger Agreement, by written agreement executed and
delivered by duly authorized officers of the respective parties.

Waiver of Conditions. The conditions to each of the Company, Parent or
Purchaser's obligations to consummate the Merger are for the sole benefit of
such party and may be waived by such party in whole or in part to the extent
permitted by applicable law.

The Letter Agreement

In a Letter Agreement dated as of November 8, 1995, among Parent, Purchaser
and the Company (the "Letter Agreement"), the parties agreed to modify the
Minimum Tender Condition to eliminate the consideration of options for purposes
of calculating whether Parent beneficially owned, directly or indirectly, at
least 90% of the Shares.

In a letter to the Board of Directors dated September 25, 1995, that was
delivered to the Board on September 26, 1995, from Jacques Blondeau on behalf of
Parent, Parent made a proposal to acquire in a negotiated transaction any and
all outstanding Shares not currently owned by Parent at a price of $14.00 per
Share in cash (the "Proposal"). In such letter and at a meeting of the Board of
Directors held on September 28, 1995, Parent described the Proposal.

On September 26, 1995, Parent issued a press release announcing the Proposal
and its terms.

On September 27, 1995, Sullivan & Cromwell, United States legal counsel to
Parent, met with the Company's General Counsel and other members of the
Company's legal department to discuss regulatory implications of the Company
becoming a wholly-owned subsidiary of Parent. Sullivan & Cromwell also requested
that Parent's financial advisor be given the opportunity to perform a due
diligence investigation on the Company.

<PAGE>

At the Board meeting on September 28, 1995, the Board established and
selected the Special Committee, among other things, to evaluate and make a
recommendation to the Board regarding the Proposal and to negotiate the terms of
the Proposal. The Board authorized the Special Committee to retain financial and
legal advisors. Thereafter, the Special Committee retained Davis Polk & Wardwell
("Davis Polk") as its legal advisor to assist in its consideration of, and
negotiations with respect to, the Proposal. Neither the Special Committee nor
any of its advisors were authorized to solicit any offers or proposals by any
third party for the acquisition of the Company.

In a meeting with the Special Committee held on September 28, 1995, a
representative of Parent advised the Special Committee that Parent would likely
commence a tender offer for the Shares in advance of entering into a merger
agreement, but that Parent would defer commencing the tender offer to give the
Special Committee time to retain legal and financial advisors and begin their
review of the Proposal. The Special Committee and Parent agreed that it was in
the best interests of the Company and its stockholders to resolve promptly
whether Parent would be acquiring the Shares not already owned by it and that
the Special Committee would endeavor to be in a position to respond to the
Proposal by October 26, 1995, the date of a previously scheduled meeting of the
Executive Committee of the Board of Directors.

On September 29, 1995, the Company issued a press release concerning the
terms of the Proposal and announcing that a special committee of independent
directors had been formed to consider the Proposal with the assistance of
independent legal and financial advisors.

On September 29 and October 3, 1995, Sullivan & Cromwell called Davis Polk
to discuss issues potentially associated with the possible commencement of a
tender offer and to inquire as to the timing for retention of a financial
advisor. During those conversations, Davis Polk expressed concern that a tender
offer might place the Special Committee under timing constraints in responding
to the Proposal. During the conversation on October 3, Davis Polk also indicated
that Goldman Sachs would be provided with access to confidential information
concerning the Company only after and to the extent that the Special Committee
and its financial advisor determined that such access was appropriate.

On October 2, 1995, a purported class action lawsuit relating to the
Proposal was filed in the Delaware Chancery Court, New Castle County, naming
Parent, the Company and certain directors of the Company as defendants. The
action alleges, among other things, that the defendants have breached or will
breach their fiduciary duties in connection with the offer from Parent and seeks
to enjoin the Proposal or to recover damages. See "Item 8(a)--Certain Legal
Proceedings" for a description of such action and similar actions.

On October 10, 1995, Sullivan & Cromwell called Davis Polk to discuss again
the timing of the retention by the Special Committee of its financial advisor
and the possibility of a tender offer by Parent for the Shares prior to entering
into a merger agreement. During the course of that telephone call, Davis Polk
reiterated concerns relating to the commencement of a tender offer before the
Special Committee had delivered its response to the Proposal.

At a meeting of the Special Committee on October 10, 1995, the Special
Committee retained Dillon, Read & Co. Inc. ("Dillon Read") as its financial
advisor to assist in its evaluation of, and negotiations with respect to, the
Proposal.

<PAGE>

During the weeks of October 9, October 16 and October 23, 1995, the Special
Committee's advisors conducted a detailed investigation of the Company and
review of the Proposal. As part of its due diligence investigation, Dillon Read,
among other things, interviewed senior management of the Company.

On September 29, October 4, October 10, October 11, October 20, twice on
October 24, October 26, October 30, October 31 and November 2, 1995, the Special
Committee met or participated in teleconferences with its financial and/or legal
advisors to discuss the terms of the Proposal, the Company's business, the
progress of Dillon Read's investigation of the Company and its business and the
legal responsibilities of the Special Committee.

On October 19, 1995, Sullivan & Cromwell, legal advisors to Parent,
delivered to Davis Polk a proposed form of the Merger Agreement. During the next
week and thereafter, Davis Polk reviewed the terms and conditions of the Merger
Agreement and negotiated such terms and conditions with Sullivan & Cromwell.

At a meeting of the Special Committee and its financial and legal advisors
held on October 20, 1995, Dillon Read made an oral presentation to the Special
Committee with respect to the Company and the Proposal. Dillon Read discussed
with the Special Committee, among other things, a preliminary valuation analysis
of the Company, which included a comparable company trading analysis, a
comparable company acquisition analysis, an economic book value analysis, a
discounted cash flow analysis and a close out acquisition premium analysis.
Davis Polk also discussed with the Special Committee provisions of the Merger
Agreement.

At a meeting of the Special Committee held in the morning of October 24,
1995, Dillon Read made another oral presentation to the Special Committee. At
the meeting on October 24, 1995, based on the reports and advice of its
advisors, the Special Committee determined that it should seek an increase in
the price proposed by Parent. Later that day, Parent's and the Special
Committee's respective financial advisors had two separate conversations to
discuss the status of the Special Committee's evaluation of the Proposal. In
such discussions, the Special Committee's advisors conveyed to Parent's advisors
the Special Committee's view that Parent should increase its proposed price.

At a meeting of the Special Committee and its financial and legal advisors
held on October 26, 1995, Dillon Read updated the Special Committee with respect
to its valuation analysis. On that day, Parent's representatives and legal
advisors had several meetings and conversations with members of the Special
Committee and the Special Committee's legal advisors.

At meetings among Parent and the Special Committee and their respective
legal advisors on October 26, 1995, Parent and the Special Committee and their
respective advisors explored the possibility of an acceptable revised Proposal
at a price in excess of $14.00 per Share in cash. Following numerous
discussions, Jacques P. Blondeau, Chairman and Chief Executive Officer of
Parent, informed David J. Sherwood, Chairman of the Special Committee, that
Parent was not prepared to offer a price in excess of $15.00 per Share. Mr.
Sherwood responded that he believed that the Special Committee would insist on
more than $15.00 per Share but that he would consult with the Special Committee
and Dillon Read. After discussions with Dillon Read and Davis Polk, the Special
Committee instructed Davis Polk to contact Sullivan & Cromwell and indicate that
the Special Committee was not prepared to endorse an offer of $15.00 per Share.

On October 27, 1995, Dillon Read and Goldman Sachs again discussed their
respective views on the value of the Company. During that discussion, Goldman
Sachs discussed Parent's reasons for having made an offer to purchase the Shares
that it did not already own at a price of $14.00 per Share, including Goldman
Sachs' analyses contained in a presentation to management of Parent. In response
to that discussion by Goldman Sachs, Dillon Read indicated that the Special
Committee

<PAGE>

would probably not accept a price per Share that did not represent at least a
moderate premium over the book value.

On October 30, 1995, Davis Polk communicated to Sullivan & Cromwell that the
Special Committee would not support an offer at $15.00 per Share but would
likely consider a price that represented a premium over the book value.

On October 31, 1995, Sullivan & Cromwell informed Davis Polk that Parent
would agree to a transaction at $15.25 if such transaction were supported by the
Special Committee, was the subject of a favorable fairness opinion of Dillon
Read, was approved by counsel for the various plaintiffs in pending shareholder
actions filed following Parent's initial proposal and was effected pursuant to a
mutually acceptable merger agreement. Davis Polk confirmed that $15.25 would
satisfy the criteria of the Special Committee and would likely be considered
favorably by the Special Committee.

During the course of the day and evening on November 1, 1995, Sullivan &
Cromwell and Davis Polk continued their negotiations of the terms of the Merger
Agreement.

On November 1, 1995, representatives of counsel to plaintiffs in the
shareholder actions agreed with Sullivan & Cromwell that they were prepared to
negotiate a settlement if a price per share of $15.25 were offered to the
Company's stockholders.

At a meeting of the Special Committee held on November 2, 1995, the Special
Committee and its advisors reviewed and considered the recent discussions
concerning the Proposal and the terms of the draft Merger Agreement. Following
such review, the Special Committee and its advisors reviewed the revised
Proposal to acquire the Shares at a price of $15.25 per Share in cash. Dillon
Read then presented its opinion that the consideration of $15.25 per Share in
cash to be paid in the Offer and Merger pursuant to the revised Proposal would
be fair to the Company's public stockholders from a financial point of view.
(See "Item 4(b)--Reasons for the Board's Recommendation; Opinion of Financial
Advisor"). The Special Committee unanimously determined that, in light of Dillon
Read's opinion and the other factors considered by the Special Committee, the
Offer and the Merger pursuant to the revised Proposal would be fair to and in
the best interests of the Company's public stockholders and that it would
recommend that, subject to the satisfactory resolution of certain provisions of
the Merger Agreement, the Board approve and adopt the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger, and
recommend to the Company's stockholders that they accept the Offer and tender
their Shares pursuant to the Offer. (See "Item 4(a)--Recommendation of the
Special Committee and the Board" for a description of the determinations and
recommendations made by the Special Committee and the factors considered in
connection therewith.)

The Board then met and received the recommendation of the Special Committee
concerning the revised Proposal. At such meeting, the Special Committee reviewed
with the Board their investigation of the Proposal, the course of their
discussions and negotiations with Parent's advisors and the factors considered
by the Special Committee in reaching its determinations and recommendations
concerning the revised Proposal. The Board (including the Affiliated Directors),
based upon, among other things, the recommendation of the Special Committee,
unanimously approved and adopted the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger, and authorized the
execution and delivery of the Merger Agreement. (See "Item 4(a)--Recommendation
of the Special Committee and the Board".)

Thereafter, on November 2, 1995, Sullivan & Cromwell and Davis Polk
completed their negotiation of the Merger Agreement. The Company and Parent
executed and delivered the Merger Agreement and issued a press release
announcing the transaction on November 3, 1995.

<PAGE>

On November 8, 1995, Purchaser, Parent and the Company agreed to modify the
Minimum Tender Condition pursuant to the Letter Agreement.

On November 9, 1995, pursuant to the Merger Agreement, the Parent commenced
the Offer.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a) Recommendation of the Special Committee and the Board.

On November 2, 1995, the Special Committee determined that each of the Offer
and the Merger is fair to, and in the best interests of, the stockholders of the
Company (other than Parent) and determined to recommend that the Board approve
and adopt the Merger Agreement and the transactions contemplated thereby,
including the Offer and the Merger, and to recommend to the Company's
stockholders that they accept the Offer and tender their Shares pursuant to the
Offer. At a meeting held on November 2, 1995, the Board (including six Parent
designees) unanimously determined that each of the Offer and the Merger is fair
to, and in the best interests of, the stockholders of the Company (other than
Parent), approved and adopted the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger, and determined to
recommend that the Company's stockholders accept the Offer, tender their Shares
pursuant to the Offer and approve and adopt the Merger Agreement.

Copies of a letter to stockholders communicating the Board's determination
and recommendation and of a press release relating thereto are filed as exhibits
hereto and are incorporated herein by reference.

(b) Reasons for the Board's Recommendation; Opinion of Financial Advisor.
Reasons for Recommendation.

See Item 3(b) for a description of certain events preceding the Board of
Director's consideration of the Offer and the Merger.

The Special Committee received presentations from, and reviewed the Offer
and the Merger with, senior management of the Company as well as the Special
Committee's financial advisor, Dillon Read. The Special Committee, in
determining whether to recommend the approval of the Merger Agreement and the
transactions contemplated thereby to the full Board of Directors, considered a
number of factors, including, but not limited to, the following:

(i) The belief, based on its familiarity with the Company's business,
its current financial condition and results of operations and its future
prospects, and the current and anticipated developments in the Company's
industry, that the consideration to be received by the Company's
stockholders in the Offer and Merger reflects fairly the Company's intrinsic
value.

(ii) The presentations made by the Company's management and Dillon Read
at the meeting held on October 20, 1995 as to various financial and other
considerations deemed relevant to the evaluation of the Offer and the
Merger, including, but not limited to, a review of (A) the business
prospects and financial condition of the Company, (B) historical business
information and financial results of the Company, (C) nonpublic financial
and operating results of the Company, (D) financial projections and budget
prepared by the Company's management, (E) information obtained from meetings
with senior management of the Company, (F) the trading range and volume
history of the Shares, (G) public financial information of comparable
companies and (H) public information of comparable acquisitions.

(iii) The opinion of Dillon Read that the consideration to be received
by the Company's stockholders pursuant to the Merger Agreement is fair to
such stockholders (other than Parent) from a financial point of view. In
considering Dillon Read's opinion, the Board was

<PAGE>

aware that Dillon Read is entitled to the fee described in Item 5 in
accordance with the terms of its engagement.

(iv) The relationship between the consideration to be received by
stockholders as a result of the Offer and the Merger and the historical
market prices and recent trading activity of the Shares.

(v) The recognition that, following consummation of the Offer and the
Merger, the current Stockholders of the Company will no longer be able to
participate in any increases or decreases in the value of the Company's
business and properties. The Board and the Special Committee concluded,
however, that this consideration did not justify foregoing the opportunity
for stockholders to receive an immediate and substantial cash purchase price
for their Shares.

(vi) The fact that the terms of the Offer, and the increase in the
consideration offered to the public stockholders from $14.00 per Share to
$15.25 per Share, were determined through arm's-length negotiations with
Parent by the Special Committee and its financial and legal advisors, all of
whom are unaffiliated with Parent, and the judgment of the Special Committee
and Dillon Read that, based upon the negotiations that transpired, a price
higher than $15.25 per Share could not likely be obtained and that further
negotiations with Parent could cause Parent to abandon the Offer, with the
resulting possibility that the market price for the Shares could fall
substantially below $15.25, and possibly $14.00, per Share, or to commence a
tender offer without the involvement of the Special Committee at a price
less than $15.25 per Share.

(vii) Parent's ownership of approximately 80% of the currently
outstanding Shares and the effects of such ownership on the alternatives
available to the Company and the fact that, as a practical matter, no
strategic alternative could be effected without the support of Parent; and
the consequences of continuing to operate the Company as a majority-owned
subsidiary of Parent.

(viii) The terms and conditions of the Merger Agreement, the fact that
there are no unusual requirements or conditions to the Offer and the Merger,
and the fact that Parent has the financial resources to consummate the Offer
and the Merger expeditiously.

(ix) The fact that the consideration to be paid to the Company's public
stockholders in the transaction is all cash.

(x) The fact that the transaction has been structured to include a
first-step cash tender offer for any and all outstanding Shares, thereby
enabling stockholders who tender their Shares to receive promptly $15.25 per
Share in cash, and the fact that any public stockholders who do not tender
their Shares or properly exercise appraisal rights will receive the same
price per Share in the subsequent Merger.

(xi) The possible conflicts of interest of certain directors and members
of management of both the Company and Parent discussed above under "Item
3(b)--Interests of Special Committee" and "Item 3(b)--Interests of Certain
Persons."

(xii) The fact that, while no appraisal rights are available to
stockholders as a result of the Offer, stockholders who do not tender
pursuant to the Offer will have the right to dissent from the Merger and to
demand appraisal of the fair value of their Shares under the DGCL. See "Item
3(b)--The Merger Agreement."

The Special Committee considered each of the factors listed above during the
course of its deliberations prior to recommending that the Company enter into
the Merger Agreement. In light of its knowledge of the business and operations
of the Company and its business judgment, the Special Committee believed that
each of these factors supported its conclusions. In view of the

<PAGE>

wide variety of factors considered, the Special Committee did not find it
practicable to, and did not, quantify the specific factors considered in making
its determination, although the Special Committee did place a special emphasis
on the opinion and analysis of Dillon Read which in turn did place a special
emphasis on a valuation range determined using an analysis of trading values of
comparable companies and an economic book value analysis (as described below
under "Opinion of Financial Advisor").

The Board of Directors of the Company, a majority of the members of which
were members of the Special Committee, approved the Merger Agreement and the
transactions contemplated thereby after receiving a report from the Special
Committee on its deliberations and recommendation. In reaching this decision,
the Board of Directors principally considered the recommendation of the Special
Committee and its familiarity with the Company's business, its current financial
condition and results of operations and future prospects, and current and
anticipated developments in the Company's industry.

(b) Opinion of Financial Advisor

On November 2, 1995, Dillon Read delivered its opinion to the Special
Committee to the effect that the consideration to be paid to the holders of
Stock and certain of the Company's stock options pursuant to the Merger
Agreement is fair to such holders (other than Parent) from a financial point of
view as of the date thereof. A copy of Dillon Read's opinion is attached hereto
as Exhibit 7. The summary of the opinion set forth herein is qualified in its
entirety by Exhibit 7 which is incorporated herein by reference. Stockholders
are urged to read the opinion in its entirety for a description of the
assumptions made, matters considered and procedures followed by Dillon Read. The
consideration to be paid pursuant to the Offer and Merger was determined by
negotiations on behalf of the Company and Parent and was not determined by
Dillon Read. In arriving at its opinion, Dillon Read, among other things, (1)
reviewed certain publicly available business and financial information relating
to the Company; (2) reviewed the reported price and trading activity for the
Shares; (3) reviewed certain internal financial information and other data
provided to us by the Company relating to the business and prospects of the
Company, including financial projections prepared by the management; (4)
conducted discussions with members of the senior management of the Company; (5)
reviewed the financial terms, to the extent publicly available, of certain
acquisition transactions which Dillon Read considered relevant; (6) reviewed
publicly available financial and securities market data pertaining to certain
publicly-held companies in lines of business generally comparable to those of
the Company; and (7) conducted such other financial studies, analyses and
investigations, and considered such other information as Dillon Read deemed
necessary and appropriate. In reaching its opinion and conducting its analysis,
Dillon Read did not assume any responsibility for independent verification of
any of the foregoing information and relied upon it being complete and accurate
in all material respects. Dillon Read was not requested to and did not make an
independent evaluation or appraisal of any assets or liabilities (contingent or
otherwise) of the Company or any of its subsidiaries, nor were they furnished
with any such evaluation or appraisal. Dillon Read also assumed that all of the
information, including the projections, provided to Dillon Read by the Company's
management was prepared on a basis reflecting the best currently available
estimates and judgments of the Company's management as to the future of the
financial performance of the Company and was based upon the historical
performance and certain estimates and assumptions which were reasonable at the
time made. In addition, Dillon Read was not asked to and did not express any
opinion as to the after-tax consequences of the sale of such Shares by the
stockholders. Dillon Read's opinion is based on economic, monetary and market
conditions existing on the date thereof. In rendering its opinion, Dillon Read
did not render any opinion as to the value of the Company and did not make any
recommendation to the stockholders with respect to the advisability of voting in
favor of the transaction. No limitations were imposed by the Special Committee,
the Company or Parent upon Dillon Read with respect to the investigations made
or the procedures followed by Dillon Read in

<PAGE>

rendering its opinion, and the Company and the members of its management
cooperated fully with Dillon Read in connection with its investigation.

In delivering its opinion and making its presentation to the Board and the
Special Committee, Dillon Read discussed certain financial and comparative
analyses and other matters it deemed relevant. Among the various financial
analyses that Dillon Read discussed were:

(i) Comparable Trading Analysis. Dillon Read undertook a comparable
public company analysis. In conducting this analysis, Dillon Read reviewed
certain financial results of seven companies in the reinsurance industry
which Dillon Read believed to be comparable to the Company. Dillon Read
calculated trading multiples of (1) 1996 expected earnings per share (based
on median estimates supplied by Institutional Brokers Estimate System
database), (2) book value as of June 30, 1995 and (3) surplus as of June 30,
1995. Such multiples ranged between 11.0x and 15.0x, 1.0x and 1.3x, and
1.1x and 1.4x, respectively. Based on such multiples, Dillon Read estimated
a reference range of $14.49 to $18.98 per Share.

(ii) Comparable Acquisition Analysis. Dillon Read reviewed 32
acquisitions of property/ casualty reinsurance companies in the United
States and Europe, which had occurred between 1987 and 1995 and summarized
financial ratios and statistics for the nine most comparable transactions in
the United States. The values of certain multiples (i.e., net income, book
value, net premiums and market value) for all nine transactions were
derived, as available. Such multiples ranged between 8.9x and 24.6x, 0.8x
and 1.8x, 0.6x and 1.7x, and 1.3x and 1.6x, respectively. The multiples were
then applied (1) to the Company's net premiums for the twelve month period
ending September 30, 1995 and (2) to the Company's book value as of
September 30, 1995. On this basis, Dillon Read estimated an average
reference range of between $14.70 to $20.32 per Share.

(iii) Economic Book Value Analysis. Dillon Read calculated the economic
book value of the Company as of September 30, 1995. In calculating the
economic book value of the Company, Dillon Read took into consideration the
following factors, among others: (1) good will of the Company, (2)
mark-to-market of the investment portfolio, (3) adjustments for the market
value of the electronic data processing system and leasehold improvements,
(4) adjustments for the valuation of the deferred income tax benefits and
publicly traded debt, (5) ranges of differences between the stated amounts
and net present value of the prepaid reinsurance, loss reserves and unearned
premiums and (6) a range of value for any reserve deficiency. Based on such
information, Dillon Read estimated a reference range of $15.24 to $17.08 per
Share.

(iv) Discounted Cash Flow Analysis. Dillon Read calculated the present
value of future cash flows that the Company could be expected to generate
over the next five years (the "Discounted Cash Flow Analysis"). In preparing
the Discounted Cash Flow Analysis, Dillon Read took into consideration the
following: (1) the Company's recent operating and financial performance
including, (a) management's business plan for fiscal year 1995 and (b) the
historical operating results for the three most recently completed fiscal
years, (2) management's business plan for fiscal 1996 and 1997 and (3)
projections, reports and other materials prepared by the Company and its
managements or representatives that were provided to Dillon Read. In
addition, representatives of Dillon Read met with representatives of the
Company's management to discuss the Company's current and projected
operations. In developing its Discounted Cash Flow Analysis for each case,
Dillon Read took the "free cash flow" that the Company was expected to
generate from fiscal year 1995 to 2000 and discounted these cash flows to
present values. Dillon Read applied discount rates ranging from 11% to 13%
determined as the most appropriate range for the Company. Dillon Read
arrived at this range of appropriate discount rates by determining the
weighted average cost of capital for publicly

<PAGE>

traded companies in businesses similar to the Company. To approximate the
residual value of the Company after this five-year period, Dillon Read
applied multiples of operating income ranging from 10.5x to 12.5x. Dillon
Read's determination of the most appropriate range of multiples was based on
an assessment of the multiples of operating income which have been paid in
recent publicly announced acquisitions of similar businesses. These residual
value estimates were then discounted to present value using each of the
above range discount rates. Dillon Read summed the discounted cash flows and
residual value for each multiple of operating income described above, which
indicated a matrix of present values for the Company of $14.48 to $19.05 per
Share.

(v) Premium Analysis. Dillon Read reviewed 29 transactions involving the
close-out of minority shareholder positions, which had occurred between 1990
and 1995. Dillon Read considered only those transactions in which between
10% and 45% of all outstanding shares of a target corporation were acquired
in the close-out transaction and in which the acquiring company owned
approximately 100% of the target corporation stock upon completion of the
transaction. For each company, Dillon Read calculated for each target
corporation the premium paid for each share over the trading value of such
share (1) one day prior to the transaction, (2) one week prior to the
transaction and (3) four weeks prior to the transaction. Dillon Read then
calculated the average of all premiums paid over the target corporation's
trading price at each valuation date (calculated as a percentage of such
share price). Applying such average premiums to the Company's trading value
at each such valuation date, Dillon Read estimated a reference range of
$14.37 to $15.63 per Share.

The summary set forth above does not purport to be a complete description of
either Dillon Read's analyses or presentations to the Special Committee. Dillon
Read believes that its analyses must be considered as a whole and that selecting
portions of its analyses and of the factors considered by it, without
considering all factors and analyses, could create an incomplete view of the
processes underlying its opinion. The preparation of a fairness opinion is a
complex process and not necessarily susceptible to partial analyses or summary
description. In its analyses, Dillon Read made numerous assumptions with respect
to industry performance, general business and economic conditions and other
matters, many of which are beyond the Company's control. Any estimates contained
therein are not necessarily indicative of actual values, which may be
significantly more or less favorable than as set forth therein. Estimates of
value of companies do not purport to be appraisals or necessarily reflect the
prices at which companies may actually be sold. Because such estimates are
inherently subject to uncertainty, none of the Company, Parent, Dillon Read and
any other person assumes responsibility for their accuracy.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The Company has retained Dillon Read as the Special Committee's financial
advisor in connection with the Merger, the Offer and other matters arising in
connection therewith pursuant to an engagement letter dated October 10, 1995
(the "Engagement Letter") between the Company and Dillon Read. The Engagement
Letter provides, among other things, that the Company will pay to Dillon Read a
fee equal to $500,000. In addition, the Company has agreed to reimburse Dillon
Read for its reasonable out-of-pocket expenses, including reasonable legal
expenses, and to indemnify Dillon Read against certain liabilities.

The Special Committee selected Dillon Read as its financial advisor because
Dillon Read is an internationally recognized investment banking firm and
regularly engages in the valuation of businesses and their securities in
connection with mergers and acquisitions.

Neither the Company nor any person acting on its behalf intends currently to
employ, retain or compensate any other person to make solicitations or
recommendations to stockholders in connection with the Offer.

<PAGE>

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

(a) No transactions in the Shares have been effected during the past 60 days
by the Company or, to the best of the Company's knowledge, by an executive
officer, directors, affiliate or subsidiary of the Company.

(b) To the best of the Company's knowledge, except for Shares the sale of
which may trigger liability for the holder(s) under Section 16(b) of the
Exchange Act, each executive officer, director and affiliate of the Company
currently intends to tender all Shares over which he or she has sole dispositive
power to Parent.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTION BY THE SUBJECT COMPANY.

(a) Except as described in Item 3(b), no negotiation is being undertaken or
is underway by the Company in response to the Offer which relates to or would
result in (i) an extraordinary transaction, such as a merger or reorganization,
involving the Company or any subsidiary of the Company, (ii) a purchase, sale or
transfer of a material amount of assets by the Company or any subsidiary of the
Company, (iii) a tender offer for or other acquisition of securities by or of
the Company or (iv) any material change in the present capitalization or
dividend policy of the Company.

(b) Except as described under Item 3 and Item 4, there are no transactions,
board resolutions, agreements in principle or signed contracts in response to
the Offer which relate to or would result in one or more of the matters referred
to in paragraph (a) of this Item 7.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

(a) Certain Legal Proceedings.

Between September 27 and October 2, 1995, Parent, the Company and the
Company's directors were named as defendants in five actions (the "Underlying
Actions") commenced in the Court of Chancery of the State of Delaware in and for
New Castle County. The complaints in the Underlying Actions alleged, among other
things, that (i) Parent's proposal was the product of unfair dealing inasmuch as
defendants possess non-public information concerning the financial condition and
prospects of the Company, (ii) Parent's proposed offer price of $14.00 cash per
Share to be paid to the putative class members was inadequate and unfair and
(iii) the conduct of defendants constituted self-dealing in violation of their
fiduciary duties to the putative class members.

On October 24, 1995, an order was entered in each of the Underlying Actions
(1) consolidating the Underlying Actions for all purposes in one action (the
"Consolidated Action"), (2) designating the complaint in action No. 14577 as the
complaint in the Consolidated Action and (3) designating the law firms of
Bernstein Litowitz Berger & Grossman; Wechsler Harwood Halebian & Feffer LLP;
and Wolf Popper Ross Wolf & Jones, L.L.P. as plaintiffs' co-lead counsel and the
law firms of Chimicles, Jacobsen & Tikellis and Rosenthal, Monhait, Gross &
Goddess, P.A. as plaintiffs' Delaware co-liaison counsel.

On November 1, 1995, plaintiffs' counsel agreed with Sullivan & Cromwell
that such plaintiffs' counsel were prepared to negotiate a settlement if a price
per Share of $15.25 were offered to the Company's stockholders.

An agreement in principle has been reached with plaintiffs' counsel to
settle the litigation based on Parent's increase of the Offer Price to $15.25.
This settlement is subject to approval of the Court and confirmatory discovery.

<PAGE>

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1 --Offer to Purchase, dated November 9, 1995.
Exhibit 2 --Letter of Transmittal.
Exhibit 3 --Proxy Statement dated April 28, 1995 relating to SCOR U.S.
Corporation's 1995 Annual Meeting of Stockholders.
Exhibit 4** --Agreement and Plan of Merger, dated as of November 2, 1995
between SCOR U.S. Corporation, SCOR S.A. and SCOR Merger
Sub Corporation.
Exhibit 5* --Letter to Stockholders of SCOR U.S. Corporation dated
November 9, 1995.
Exhibit 6 --Press Release issued by SCOR S.A. and SCOR U.S. Corporation
on November 3, 1995.
Exhibit 7* --Opinion of Dillon, Read & Co. Inc. dated November 2, 1995.
Exhibit 8 --Engagement Letter, dated October 10, 1995, between Dillon,
Read & Co. Inc. and SCOR U.S. Corporation.
Exhibit 9 --Report of Dillion, Read & Co. Inc. to the Special
Committee of the Board of Directors of SCOR U.S. Corporation
dated November 2, 1995.
Exhibit 10 --Letter Agreement dated as of November 8, 1995 among
SCOR S.A., SCOR U.S. Corporation and SCOR Merger Sub
Corporation.
------------

* Included in copies of this Schedule 14D-9 mailed to stockholders.

** Incorporated by reference from the Company's Report on Form 8-K, dated
November 6, 1995.

<PAGE>

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

SCOR U.S. CORPORATION

Dated: November 9, 1995
By: /s/ JEROME KARTER
---------------------------------------
JEROME KARTER
President and Chief Executive Officer

<PAGE>

EXHIBIT INDEX

EXHIBIT DESCRIPTION PAGE
- ------------ ----------------------------------------------------- ----

Exhibit 1 --Offer to Purchase, dated November 9, 1995.
Exhibit 2 --Letter of Transmittal.
Exhibit 3 --Proxy Statement dated April 28, 1995 relating
to SCOR U.S. Corporation's 1995 Annual Meeting
of Stockholders.
Exhibit 4** --Agreement and Plan of Merger, dated as of
November 2, 1995 between SCOR U.S. Corporation,
SCOR S.A. and SCOR Merger Sub Corporation.
Exhibit 5* --Letter to Stockholders of SCOR U.S. Corporation
dated November 9, 1995.
Exhibit 6 --Press Release issued by SCOR S.A. and SCOR U.S.
Corporation on November 3, 1995.
Exhibit 7* --Opinion of Dillon, Read & Co. Inc. dated
November 2, 1995.
Exhibit 8 --Engagement Letter, dated October 10, 1995, between
Dillon, Read & Co. Inc. and SCOR U.S. Corporation.
Exhibit 9 --Report of Dillion, Read & Co. Inc. to the Special
Committee of the Board of Directors of SCOR U.S.
Corporation dated November 2, 1995.
Exhibit 10 --Letter Agreement dated as of November 8, 1995
among SCOR S.A., SCOR U.S. Corporation and SCOR
Merger Sub Corporation.

- ------------

* Included in copies of this Schedule 14D-9 mailed to stockholders.

** Incorporated by reference from the Company's Report on Form 8-K, dated
November 6, 1995.

Exhibit 2

LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
SCOR U.S. CORPORATION
Pursuant to the Offer to Purchase dated November 9, 1995 by
SCOR MERGER SUB CORPORATION
A Wholly Owned Subsidiary of
SCOR S.A.
-------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, DECEMBER 8, 1995, UNLESS THE OFFER IS EXTENDED.
-------------------------------------------------------------------------------

The Depositary for the Offer is:
THE BANK OF NEW YORK

<TABLE>
<CAPTION>
<S> <C> <C>
By Facsimile Transmission
By Mail: (for Eligible Institutions only): By Hand or Overnight Courier:
Tender & Exchange Department (212) 815-6213 Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Confirm by telephone: Receive and Deliver Window
New York, New York 10286-1248 (800) 507-9357 New York, New York 10286
</TABLE>

-------------------

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This Letter of Transmittal is to be completed by stockholders
("Stockholders") if certificates for Shares (as defined below) are to be
forwarded herewith or if tenders of Shares are to be made by book-entry transfer
to the account maintained by the Depositary at The Depository Trust Company,
Midwest Securities Trust Company or Philadelphia Depository Trust Company
(collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures
set forth in the section of the Offer to Purchase entitled "THE OFFER--3.
Procedure for Tendering Shares". Stockholders who tender Shares by book-entry
transfer are referred to herein as "Book-Entry Stockholders" and other
Stockholders are referred to herein as "Certificate Stockholders." Stockholders
whose certificates are not immediately available, or who cannot comply with the
book-entry transfer procedures on a timely basis or who cannot deliver their
certificates and all other documents required hereby to the Depositary on or
prior to the Expiration Date (as defined in the Offer to Purchase), may
nevertheless tender their Shares according to the guaranteed delivery procedure
set forth in the section of the Offer to Purchase entitled "THE OFFER--3.
Procedure for Tendering Shares". See Instruction 2. DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY FOR
THIS OFFER (AS DEFINED HEREIN).

Stockholders who wish to tender their Shares must, at a minimum, complete
columns (1) through (3) (other than Book-Entry Stockholders, who are not
required to complete columns (2) and (3)) in the "Description of Shares
Tendered" table below. If only those columns are completed, a Stockholder will
be deemed to have tendered all of its Shares listed in the table. If a
Certificate Stockholder wishes to tender with respect to less than all of its
Shares, column (4) must also be completed, and such Certificate Stockholder
should refer to Instruction 4.

/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY AT ONE OF THE BOOK-ENTRY
TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
<PAGE>
Name of Tendering Institution ______________________________________________

Check One:

/ / The Depository Trust Company / / Midwest Securities Trust Company

/ / Philadelphia Depository Trust
Company

Account Number _______________________________________________________________

Transaction Code Number ______________________________________________________

/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:

Name(s) of Registered Stockholder(s) _______________________________________

Window Ticket Number (if any) ______________________________________________

Date of Execution of Notice of Guaranteed Delivery _________________________

Name of Institution that Guaranteed Delivery _______________________________

If Delivery by Book-Entry Transfer:
Name of Tendering Institution ________________________________________________

Check One:

/ / The Depository Trust Company / / Midwest Securities Trust Company

/ / Philadelphia Depository Trust
Company

Account Number _______________________________________________________________

Transaction Code Number ______________________________________________________
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ----------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED
STOCKHOLDER(S)
(PLEASE FILL IN BLANK EXACTLY AS NAME(S) SHARES TENDERED
APPEAR(S) ON THE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
- ----------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
CERTIFICATE REPRESENTED BY NUMBER
NUMBER(S)* CERTIFICATE(S)* OF SHARES TENDERED**
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
TOTAL SHARES
- ----------------------------------------------------------------------------------------------------------------
* Need not be completed by Book-Entry Stockholders.
** Unless a Certificate Stockholder otherwise indicates, it will be assumed that all Shares evidenced by any
certificate(s) delivered to the Depositary are being tendered. See Instruction 4.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to SCOR Merger Sub Corporation, a newly
organized Delaware corporation (the "Purchaser"), and a wholly owned subsidiary
of SCOR S.A., a societe anonyme organized under the laws of The French Republic
("Parent"), the above-described shares of Common Stock, par value $0.30 per
share (the "Shares"), of SCOR U.S. Corporation, a Delaware corporation (the
"Company"), pursuant to the Purchaser's Offer to Purchase all of the outstanding
Shares not currently beneficially owned directly or indirectly by Parent at a
price of $15.25 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated November 9, 1995 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (together with the Offer to
Purchase, the "Offer"). The undersigned understands that the Purchaser reserves
the right to transfer or assign, from time to time, in whole or in part, to one
or more of its affiliates, the right to purchase the Shares tendered herewith.

Upon the terms and subject to the conditions of the Offer, and effective
upon acceptance for payment of the Shares tendered herewith in accordance with
the terms of the Offer, including if the Offer is extended or amended, the terms
or conditions of any such extension or amendment, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Purchaser, all right, title
and interest in and to all of the Shares that are being tendered hereby, and any
and all cash dividends, distributions, rights, other Shares and other securities
issued or issuable in respect thereof on or after the date of the Offer to
Purchase (collectively, "Distributions"), and irrevocably appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and all such Distributions), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) deliver certificates for such Shares (and all
such other shares or securities) or transfer ownership of such Shares (and all
such Distributions) on the account books maintained by a Book-Entry Transfer
Facility, together in any such case with all accompanying evidences of transfer
and authenticity, to or upon the order of the Purchaser, (b) present such Shares
(and all such Distributions) for transfer on the books of the Company and (c)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares (and all such Distributions), all in accordance with the terms
and the conditions of the Offer.
<PAGE>
The undersigned hereby irrevocably appoints the designees of the Purchaser,
and each of them, the attorneys-in-fact and proxies of the undersigned, each
with full power of substitution, to vote in such manner as each such attorney
and proxy or any substitute thereof shall deem proper in the sole discretion of
such attorney-in-fact and proxy or such substitute, and otherwise act (including
pursuant to written consent) with respect to all of the Shares tendered hereby
(and any associated Distributions) which have been accepted for payment by the
Purchaser, without further action, prior to the time of such vote or action,
which the undersigned is entitled to vote at any meeting of stockholders of the
Company (whether annual or special and whether or not an adjourned meeting), by
written consent or otherwise. Such appointment shall be effective when, and only
to the extent that, the Purchaser deposits the payment for such Shares (and any
associated Distributions) with the Depository. This proxy and power of attorney
shall be irrevocable and coupled with an interest in the Shares. Upon the
effectiveness of such appointment, without further action, all prior proxies
with respect to the Shares (and any associated Distributions) at any time given
by the undersigned will be revoked, and no subsequent proxies will be given nor
subsequent written consents executed (or, if given or executed, will not be
deemed effective) with respect thereto by the undersigned. The undersigned
understands that in order for Shares to be deemed validly tendered, immediately
upon the Purchaser's acceptance of such Shares for payment, the Purchaser or its
designees must be able to exercise full voting rights with respect to such
Shares (and any associated Distributions).

By accepting the Offer through the tender of Shares pursuant to the Offer,
the undersigned hereby agrees to release, and hereby releases, all claims with
respect to and in respect of the Shares other than the right to receive payment
for such tendered shares and that, upon payment for the Shares, the undersigned
waives any right to attack, and will be barred from thereafter attacking, in any
legal proceeding the fairness of the consideration paid in the Offer.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares (and any
associated Distributions) tendered hereby and that when the same are accepted
for payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances, and the same will not be subject to any adverse claim. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment, and transfer of the Shares (and any associated
Distributions) tendered hereby. In addition, the undersigned shall promptly
remit and transfer to the Depositary for the account of the Purchaser any and
all Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer; and, pending such remittance or
appropriate assurance thereof, the Purchaser shall be entitled to all rights and
privileges as owner of any such Distributions and may withhold the entire
purchase price or deduct from the purchase price the amount or value thereof, as
determined by the Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Subject to
the withdrawal rights set forth in the section of the Offer to Purchase entitled
"THE OFFER--4. Rights of Withdrawal", the tender of Shares hereby made is
irrevocable.

The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the section of the Offer to Purchase entitled "THE
OFFER--3. Procedure for Tendering Shares" and in the Instructions hereto will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer.

Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or return any certificates for
Shares not tendered or not accepted for payment in the name(s) of the registered
holder(s) appearing under "Description of Shares Tendered". Similarly, unless
otherwise indicated under "Special Delivery Instructions", please mail the check
for the purchase price and/or return any certificates for Shares not tendered or
not accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Shares
Tendered". In the event that both the Special Delivery Instructions and the
Special Payment Instructions are completed, please issue the check for the
purchase price and/or issue any certificates for Shares not so tendered or
accepted for payment in the name of, and deliver said check and/or return such
certificates to, the person or persons so indicated. The undersigned recognizes
that Purchaser has no obligation, pursuant to the Special Payment Instructions,
to transfer any Shares from the name of the registered holder thereof if the
Purchaser does not accept for payment any of the Shares so tendered.
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)

To be completed ONLY if certificate(s) for Shares not tendered or not accepted
for payment and/or the check for the purchase price of Shares accepted for
payment are to be issued in the name of someone other than the undersigned.

Issue check and/or certificate(s) to:

Name: ____________________________________
PLEASE TYPE OR PRINT

__________________________________________

Address: __________________________________

__________________________________________
(INCLUDE ZIP CODE)

__________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)

To be completed ONLY if certificate(s) for Shares not tendered or not accepted
for payment and/or the check for the purchase price of Shares accepted for
payment are to be sent to someone other than the undersigned, or to the
undersigned at an address other than that shown above.

Mail check and/or certificate(s) to:

Name: ____________________________________
PLEASE TYPE OR PRINT

__________________________________________

Address: __________________________________

__________________________________________
(INCLUDE ZIP CODE)

__________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
<PAGE>
IMPORTANT
SIGN HERE

(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
Signature(s) of Stockholders(s)_______________________________________________
________________________________________________________________________________

Dated: ____________, 1995

(Must be signed by registered Stockholder(s) exactly as name(s) appear(s) on
the certificate(s) for the Shares or on a security position listing or by
person(s) authorized to become registered holder(s) by certificate(s) and
documents transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 5.)
Name(s)_________________________________________________________________________
________________________________________________________________________________
(Please Print)

Capacity (Full Title)___________________________________________________________

Address_________________________________________________________________________

________________________________________________________________________________
(Including Zip Code)

Area Code and Telephone Number__________________________________________________

Tax Identification or Social Security No._______________________________________

(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)

Authorized Signature____________________________________________________________

Name and Title__________________________________________________________________
(Please Type or Print)

Name of Firm____________________________________________________________________

Address_________________________________________________________________________
(Include Zip Code)

Dated: ____________, 1995
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer

1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) which is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (an "Eligible Institution"). Signatures on this
Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal
is signed by the registered holder(s) of the Shares (which term, for purposes of
this document, shall include any participant in one of the Book-Entry Transfer
Facilities whose name appears on a security position listing as the owner of
Shares) tendered herewith and such holder(s) have not completed the box labeled
"Special Payment Instructions" or the box labeled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares are tendered
for the account of an Eligible Institution. See Instruction 5 of this Letter of
Transmittal.

2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES OR BOOK-ENTRY
CONFIRMATIONS; LOST CERTIFICATES. This Letter of Transmittal is to be used
either (i) if certificates are to be forwarded herewith or (ii) unless an
Agent's Message (as defined in the Offer to Purchase) is used in lieu of this
Letter of Transmittal, if delivery of Shares is to be made pursuant to the
procedures for book-entry transfer set forth in the section of the Offer to
Purchase entitled "THE OFFER--3. Procedure for Tendering Shares". Certificates
for all physically delivered Shares, or confirmation of any book-entry transfer
into the Depositary's account at one of the Book-Entry Transfer Facilities of
Shares tendered by book-entry transfer, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees (or, in the case of book-entry transfer, an Agent's Message
in lieu of this Letter of Transmittal), and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date (as defined in the
Offer to Purchase).

Stockholders whose certificates are not immediately available, or who cannot
complete the procedures for book-entry transfer on a timely basis or who cannot
deliver their certificates and all other required documents to the Depositary on
or prior to the Expiration Date, may nevertheless tender their Shares by
properly completing and duly executing the Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure set forth in the section of the
Offer to Purchase entitled "THE OFFER--3. Procedure for Tendering Shares".
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Purchaser must be
received by the Depositary on or prior to the Expiration Date; and (iii)
certificates for physically delivered Shares (or a Book-Entry Confirmation (as
defined in the Offer to Purchase) with respect to such Shares), together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees (or, in the case of book-entry
transfer, an Agent's Message in lieu of this Letter of Transmittal) and any
other documents required by this Letter of Transmittal, must be received by the
Depositary within three New York Stock Exchange, Inc. trading days after the
date of execution of such Notice of Guaranteed Delivery.

If any certificate(s) for the Shares tendered hereby have been lost or
destroyed, that fact should be indicated on the face of this Letter of
Transmittal. In such event, the Depositary will forward additional information
and documentation necessary to be completed in order to effectively deliver such
lost or destroyed certificate(s).

IF SHARE CERTIFICATES ARE DELIVERED SEPARATELY TO THE DEPOSITARY, A PROPERLY
COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL MUST ACCOMPANY EACH SUCH
DELIVERY.

THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. THE DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY IS BY MAIL,
IT IS RECOMMENDED THAT SUCH CERTIFICATES AND DOCUMENTS BE SENT BY REGISTERED
MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or facsimile thereof), a Stockholder waives any right to receive any notice of
the acceptance of the Shares for payment.

3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
<PAGE>
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE STOCKHOLDERS ONLY). If fewer
than all the Shares evidenced by any certificate submitted are to be tendered by
a Certificate Stockholder, fill in the number of Shares which are to be tendered
in the box entitled "Number of Shares Tendered". In such cases, new
certificate(s) for the remainder of the Shares that were evidenced by your old
certificate(s) will be sent to you, unless otherwise provided in the appropriate
box on this Letter of Transmittal, as soon as practicable after the Expiration
Date. All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holders of the Shares
tendered hereby, the signature must correspond with the names as written on the
face of the certificate(s) without alteration, enlargement or any change
whatsoever.

If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.

If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Purchaser of their authority so to act must be submitted.

If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to, or
certificates for Shares not tendered or purchased are to be issued in the name
of, a person other than the registered holder(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the
registered holder of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered holder or holders appear on the
certificates(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.

6. STOCK TRANSFER TAXES. The Purchaser will pay or cause to be paid any
stock transfer taxes with respect to the transfer and sale of Shares to it or
its order pursuant to the Offer. If, however, payment of the purchase price is
to be made to, or (in the circumstances permitted hereby) if certificates for
Shares not tendered or accepted for payment are to be registered in the name of,
any person other than the registered holder, or if tendered certificates are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder or such person) payable on account of the transfer to
such person will be deducted from the purchase price if satisfactory evidence of
the payment of such taxes, or exemption therefrom, is not submitted.

EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.

7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in
the name of, and/or certificates for Shares not tendered or not accepted for
payment are to be issued or returned to, a person other than the signer of this
Letter of Transmittal or if a check and/or such certificates are to be mailed to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed.

8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for
assistance may be directed to, or additional copies of the Offer to Purchase,
this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials may be obtained from, the Information Agent (as defined in the
Offer to Purchase) or the Dealer Managers (as defined in the Offer to Purchase)
at their respective addresses set forth below or from your broker, dealer,
commercial bank or trust company.

9. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN"), generally
the stockholder's social security or federal employer identification number, on
Substitute Form W-9 below. Failure to provide the information on the form may
subject the tendering stockholder to 31% federal income tax withholding on the
payment of the purchase price. The box in Part 3 of the form may be checked if
the tendering stockholder has not been issued a TIN and has applied for a number
or intends to apply for a number in the near future. If the box in Part 3 is
checked and the Depositary is not provided with a TIN within 60 days, the
Depositary will withhold 31% of all payments of the purchase price thereafter
until a TIN is provided to the Depositary.

10. WAIVER OF CONDITIONS. Subject to the terms of the Offer, the Purchaser
reserves the right to waive any of the specified conditions to the Offer, in
whole or in part, in the case of any Shares tendered.
<PAGE>
IMPORTANT: EITHER THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF),
PROPERLY COMPLETED AND DULY EXECUTED, OR, IN THE CASE OF BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE IN LIEU OF THIS LETTER OF TRANSMITTAL (TOGETHER WITH
CERTIFICATES FOR PHYSICALLY DELIVERED SHARES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER) AND ALL OTHER REQUIRED DOCUMENTS, OR THE NOTICE OF GUARANTEED
DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under the federal income tax law, a stockholder whose tendered Shares are
accepted for purchase is required by law to provide the Depositary (as payer)
with such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is his or her social security number. If a
stockholder fails to provide a TIN to the Depositary, such stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such stockholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding of 31%.

Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that stockholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.

If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder or payee. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.

The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Depositary.

WHAT NUMBER TO GIVE THE DEPOSITARY

The stockholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares or of
the last transferee appearing on the transfers attached to, or endorsed on, the
Shares. If the Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
<PAGE>
SUBSTITUTE TO BE COMPLETED BY ALL STOCKHOLDERS
(SEE INSTRUCTION 9)
FORM W-9
PAYER'S NAME: THE BANK OF NEW YORK

PART 1--PLEASE PROVIDE YOUR TIN IN THE _______________
BOX AT RIGHT AND CERTIFY BY SIGNING SOCIAL SECURITY
AND DATING BELOW NUMBER

OR__________________________
EMPLOYER IDENTIFICATION
NUMBER

PART 2--CERTIFICATES--UNDER PENALTIES OF PERJURY, I
CERTIFY THAT:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me); and
DEPARTMENT OF THE
TREASURY
INTERNAL REVENUE
SERVICE
(2) I am not subject to backup withholding because
(i) I am exempt from backup withholding
(ii) I have not been notified by the
Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of a
failure to report all interest or dividends,
or (iii) the IRS has notified me that I am no
longer subject to backup withholding.
Certification Instructions--You must
cross out item (2) in Part 2
above if you have been notified by the
IRS that you are subject to backup
withholding because of under-reporting
interest or dividends on your
tax return. However, if after being
notified by the IRS that you were
subject to backup withholding you
received another notification from the
IRS stating that you are no longer
subject to backup withholding, do not
cross out item(2).
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN)
PART 3
SIGNATURE ___________________ DATE ____________
AWAITING
NAME (PLEASE PRINT)______________________________
TIN / /

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATIONS OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (i) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(ii) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within 60
days, 31% of all reportable payments made to me thereafter will be withheld
until I provide a number.

- ------------------------------------------ -------------
Signature Date

- ------------------------------------------
Name (Please Print)
<PAGE>

The Information Agent for the Offer is:

D.F. KING & CO., INC.

UNITED STATES EUROPE
77 Water Street Royex House, Aldermarbury Square
New York, New York 10005 London, England EC2V 7HR
CALL TOLL-FREE: 1-800-714-3313 (44) 171-600-5005 (COLLECT)

The Dealer Managers for the Offer are:

GOLDMAN, SACHS & CO.

85 Broad Street
New York, New York 10004
(Toll Free) 800-323-5678
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens; i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.

- ------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
SOCIAL SECURITY
NUMBER OF--
- ------------------------------------------------------

1. An individual's account The individual

2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, the
first individual on
the account(1)

3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, the first
individual on the
account(1)

4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)

5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)

6. Account in the name of The ward, minor, or
guardian or committee incompetent person(3)
for a designated ward,
minor or incompetent
person

7. a. The usual revocable The grantor-trustee(1)
savings trust
account (grantor is
also trustee)

b. So-called trust The actual owner(1)
account that is not a
legal or valid trust
under State law

8. Sole proprietorship The owner(4)
account

- ------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER
IDENTIFICATION
NUMBER OF--
- ------------------------------------------------------

9. A valid trust, estate, The legal entity (Do
or pension trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title.)(5)

10. Corporate account The corporation

11. Religious charitable, The organization
or educational
organization account

12. Partnership account The partnership
held in the name of the
business

13. Association, club, or The organization
other tax-exempt
organization

14. A broker or registered The broker or nominee
nominee

15. Account with the The public entity
Department of
Agriculture in the name
of a public entity
(such as a State or
local government,
school district, or
prison) that receives
agricultural program

- ------------------------------------------------------

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.

(4) Show the name of the owner.

(5) List first and circle the name of the legal trust, estate, or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.

PAYEE EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

. A corporation.

. A financial institution.

. An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under Section 403(b)(7).

. The United States or any agency or instrumentality thereof.

. A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.

. A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.

. An international organization or any agency, or instrumentality thereof.

. A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.

. A real estate investment trust.

. A common trust fund operated by a bank under section 584(a).

. An exempt charitable remainder trust, or a nonexempt trust described in
section 4947(a)(1).

. An entity registered at all times under the Investment Company Act of 1940.

. A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

. Payments to nonresident aliens subject to withholding under section 1441.

. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.

. Payments of patronage dividends where the amount received is not paid in
money.

. Payments made by certain foreign organizations.

. Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the
following:

. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the

payer's trade or business and you have not provided your correct taxpayer
identification number to the payer.

. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).

. Payments described in section 6049(b)(5) to non-resident aliens.

. Payments on tax-free covenant bonds under section 1451.

. Payments made by certain foreign organizations.

. Payments made to a nominee.

Exempt payees described above should file a Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A, and 6050N, and the regulations under those sections.

PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of tax returns. Payers must be given
the numbers whether or not recipients are required to file a tax return. Payers
must generally withhold 31% of taxable interest, dividend, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.-- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE

Unless otherwise noted herein, all references to section numbers or
regulations are references to the Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder.

Exhibit 3
SCOR U.S. CORPORATION
110 WILLIAM STREET
NEW YORK, NEW YORK 10038

April 28, 1995

Dear Stockholder:

Your Board of Directors joins us in extending to you a cordial invitation to
attend the Annual Meeting of Stockholders of SCOR U.S. Corporation, a Delaware
corporation ("SCOR U.S."), to be held at 10:30 a.m. (New York time) on June 16,
1995, at Morgan Guaranty Trust Company of New York, 60 Wall Street, 46th Floor,
New York, New York.

At this meeting you will be asked to consider and vote upon the election of
four Directors and the ratification of the appointment of KPMG Peat Marwick as
independent auditors of SCOR U.S. for 1995.

Please date, sign and return the enclosed proxy card in the postage paid
envelope provided as soon as possible whether or not you plan to attend the
meeting.

You are, of course, welcome to attend the Annual Meeting and vote in person.
The proceedings of the Annual Meeting will be summarized in our second quarter
report to stockholders.

Very truly yours,

/s/ JACQUES P. BLONDEAU
JACQUES P. BLONDEAU
Chairman of the Board of Directors

/s/ JEROME KARTER
JEROME KARTER
President and Chief Executive Officer
<PAGE>
SCOR U.S. CORPORATION
110 WILLIAM STREET
NEW YORK, NEW YORK 10038

------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 16, 1995

------------

The Annual Meeting of the Stockholders of SCOR U.S. Corporation, a Delaware
corporation ("SCOR U.S."), will be held on June 16, 1995 at 10:30 a.m. (New York
time) at Morgan Guaranty Trust Company of New York, 60 Wall Street, 46th Floor,
New York, New York, for the following purposes:

(1) To elect four Directors, each for a term of three years;

(2) To ratify the appointment of KPMG Peat Marwick as independent
auditors of SCOR U.S. for 1995; and

(3) To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

Only holders of record of shares of SCOR U.S. Common Stock, par value $.30
per share ("Shares") at the close of business on April 18, 1995, the record date
for the Annual Meeting, are entitled to notice of and to vote at the Annual
Meeting and at any adjournment or postponement thereof.

Whether or not you plan to attend the Annual Meeting, we ask you to sign,
date and return the enclosed proxy card in the postage paid envelope provided.
This will ensure representation of your Shares in the event that you are unable
to attend the Annual Meeting. Your proxy may be revoked in the manner described
in the accompanying Proxy Statement at any time before it has been voted at the
Annual Meeting.

By the Order of the Board of Directors

/s/ JOHN T. ANDREWS, JR.
JOHN T. ANDREWS, JR.
Corporate Secretary

April 28, 1995

<PAGE>
PROXY STATEMENT
SCOR U.S. CORPORATION
------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 16, 1995
------------

This Proxy Statement is being furnished to stockholders of SCOR U.S.
Corporation, a Delaware corporation ("SCOR U.S." or the "Company"), in
connection with the solicitation of proxies by its Board of Directors (the
"Board") for use at its Annual Meeting of Stockholders to be held at 10:30 a.m.
(New York time) on June 16, 1995 at Morgan Guaranty Trust Company of New York,
60 Wall Street, 46th Floor, New York, New York, and at any adjournment or
postponement thereof (the "Annual Meeting"). This Proxy Statement and the
attached Notice of Annual Meeting of Stockholders and form of proxy are first
being mailed to stockholders of SCOR U.S. on or about April 28, 1995.

PURPOSE OF THE ANNUAL MEETING

At the Annual Meeting, stockholders of SCOR U.S. will be asked:

(1) To elect four Directors, each for a term of three years;

(2) To ratify the appointment of KPMG Peat Marwick as independent
auditors of SCOR U.S. for 1995; and

(3) To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

GENERAL INFORMATION

DATE, TIME AND PLACE

The Annual Meeting will be held at 10:30 a.m. (New York time) on June 16,
1995 at Morgan Guaranty Trust Company of New York, 60 Wall Street, 47th Floor,
New York, New York.

RECORD DATE; VOTING RIGHTS

Stockholders of record at the close of business on April 18, 1995 (the
"Record Date") are entitled to notice of the meeting and to vote shares of
Common Stock, par value $.30 per share, of SCOR U.S. ("Shares") held on that
date at the Annual Meeting. Each Share is entitled to one vote. As of the Record
Date, a total of 18,164,620 Shares were outstanding, of which 14,547,756 were
owned beneficially or of record by SCOR S.A. This Proxy Statement and the
accompanying form of proxy are first being sent to stockholders on or about
April 28, 1995.

<PAGE>

PROXY PROCEDURES

Proxies are solicited from stockholders by the Board in order to provide
every stockholder an opportunity to vote on all matters scheduled to come before
the Annual Meeting, whether or not such stockholder attends in person. When the
enclosed proxy card is properly executed and returned, the Shares represented
will be voted by the proxyholders named on the card in accordance with the
stockholder's directions. Stockholders are urged to indicate their vote on each
matter by marking the appropriate box on the card. If no choice is specified,
the Shares will be voted as recommended by the Board.

The Board and management know of no matters, other than those set forth on
the proxy card, that will be presented for consideration at the Annual Meeting.
Execution of a proxy, however, confers on the designated proxyholders
discretionary authority to vote the Shares represented in accordance with their
judgment on other business, if any, that may come before the Annual Meeting.

Any stockholder executing a proxy may revoke that proxy at any time before
it is voted by a later dated proxy, by written revocation addressed to the
Corporate Secretary of SCOR U.S. at 110 William Street, Suite 1800, New York,
New York, 10038, or by voting in person at the Annual Meeting.

The expense incurred in this solicitation of proxies will be borne by SCOR
U.S. Proxies will be solicited on behalf of the Board by Georgeson & Company,
Inc. for a fee which is not expected to exceed $6,000. Expenses incurred by
Georgeson & Company, Inc. will be reimbursed by SCOR U.S. Proxies may also be
solicited in person or by telephone by officers or other employees of SCOR U.S.
and its subsidiaries who will not be additionally compensated therefor.

VOTE REQUIRED; QUORUM

Under the Company's By-laws and the applicable provisions of the Delaware
General Corporation Law, the presence in person or by proxy of a majority of the
Shares outstanding on the Record Date shall constitute a quorum. The presence of
SCOR S.A. at the Annual Meeting will assure the presence of a quorum. Tabulation
of proxies and the votes cast at the Annual Meeting will be conducted by an
independent agent and certified to by independent election inspectors.

The election inspectors will treat abstentions and votes withheld as Shares
that are present and entitled to vote for purposes of determining the presence
of a quorum and as a non-affirmative vote for purposes of determining the
approval of any matter submitted to the stockholders for a vote. If a broker or
other nominee physically indicates on the proxy that it does not have
discretionary authority as to certain Shares to vote on a particular matter
("broker non-votes"), such Shares will be treated as present and entitled to
vote for purposes of determining the presence of a quorum but as not voted and
not present for purposes of determining the approval of any matter submitted to
the stockholders for a vote.

In the election of Directors, Shares present but not voting will be
disregarded (except for quorum purposes) and the candidates for election
receiving the highest number of affirmatives votes of the Shares entitled to be
voted for them, up to the number of nominees, will be elected. With regard to
the ratification of the appointment of the independent auditors of the Company,
such matter must be approved by the affirmative vote of the holders of a
majority of the Shares entitled to vote and present in

2
<PAGE>
person or represented by proxy at the Annual Meeting. Broker non-votes will have
no effect on the outcome of either such vote.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the Record Date, SCOR S.A. owned 14,547,756 Shares or approximately
80% of the outstanding Shares. The address of SCOR S.A. is Immeuble SCOR-Cedex
39, 92074 Paris La Defense, France. HCS, a French societe anonyme whose address
is that of SCOR S.A., owns approximately 48.5% of the outstanding shares of SCOR
S.A. and, consequently, may be deemed to be the beneficial owner of the Shares
owned by SCOR S.A. SCOR U.S. is not aware of any other person or group of
persons that owns more than 5% of the Shares.

The following table reflects information, as of the Record Date, regarding
the beneficial ownership of the Company's equity securities individually for
each Director and Named Executive Officer and for all Directors and all
executive officers as a group:

AMOUNT OF BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
PERCENT
NUMBER OF SHARES OF OF SHARES
NAMED EXECUTIVE OFFICERS COMMON STOCK (1)(2) OUTSTANDING
- --------------------------------------------------------------- ------------------- -----------
<S> <C> <C>
Jacques P. Blondeau (3)(4)..................................... 75,999 *
Jerome Karter (3)(4)........................................... 105,998 *
Patrick Peugeot (3)(4)......................................... 105,689 *
John T. Andrews, Jr............................................ 31,999 *
Jeffrey Cropsey (5)............................................ 4,552 *
R. Daniel Brooks............................................... 38,314 *
Nolan Asch..................................................... 47,454 *

<CAPTION>
DIRECTORS
- ---------------------------------------------------------------
<S> <C> <C>
John Cox....................................................... 1,000 *
Raymond H. Deck................................................ 17,600 *
Michel Gudefin (6)............................................. 28,500 *
Jean Masse..................................................... 0 *
Richard M. Murray.............................................. 13,500 *
Serge M.P. Osouf............................................... 0 *
John W. Popp................................................... 11,500 *
Francois Reach................................................. 900 *
David J. Sherwood.............................................. 11,600 *
Directors and all executive officers as a group (22
individuals)................................................... 555,196 3.06%
</TABLE>

- ------------

* Less than 1%

(1) Unless otherwise indicated, the persons named have sole voting and
investment power over the number of Shares shown as being beneficially owned
by them. The table includes (i) 75,999, 89,789, 105,998, 31,999, 28,332,
33,266 respectively, issuable to Messrs. Blondeau, Peugeot,

(Footnotes continued on following page)

<PAGE>
(Footnotes continued from preceding page)

Karter, Andrews, Brooks, and Asch under stock options exercisable within
sixty days granted pursuant to the Stock Incentive Plan for Key Executives
("SIP") and the Stock Option Plan for Key Employees ("SOP"), (ii) 10,500
Shares issuable to each of Messrs. Deck, Gudefin, Murray, Popp and Sherwood
under stock options exercisable within sixty days granted pursuant to the
Stock Option Plan for Directors ("DP") and (iii) 462,153 Shares issuable to
all Directors and executive officers as a group under stock options
exercisable within 60 days granted pursuant to the SIP, SOP and DP, as the
case may be.

(2) The shares listed in the table exclude 14,547,756 Shares beneficially owned
by SCOR S.A. with respect to which Mr. Blondeau, a director and officer of
SCOR S.A., and Messrs. Osouf and Reach, officers of SCOR S.A., disclaim
beneficial ownership.

(3) Messrs. Blondeau, Karter and Peugeot are also Directors of SCOR U.S.

(4) Messrs. Blondeau and Peugeot each served in the position of Chief Executive
Officer ("CEO") during the fiscal year ended December 31, 1994 and therefore
are included in the category of "Named Executive Officers". Mr. Peugeot held
the position of CEO during the period from January 1, 1994 to June 16, 1994,
when he resigned. Mr. Blondeau was elected and served as CEO from June 16,
1994 until he resigned on September 30, 1994. Mr. Karter was elected as CEO
of SCOR U.S. on September 30, 1994 and continues to serve in that position.

(5) Mr. Cropsey received a restricted stock award of 4,552 shares pursuant to
the SIP. The shares were awarded on December 16, 1993. One-quarter of the
shares (1,138) will vest on the second anniversary of the date of the grant
and each one-year anniversary thereafter, starting on December 16, 1995.

(6) Includes 10,000 Shares held by Mr. Gudefin's wife.

PROPOSAL ONE
ELECTION OF DIRECTORS

GENERAL

At the Annual Meeting, four Directors are to be elected to hold office until
the Annual Meeting in 1998.

The Board currently consists of 13 Directors including one vacancy due to
the resignation of Mr. Elios Pascual on January 1, 1995. The terms of office of
Messrs. Blondeau, Cox, Karter, Peugeot and the vacant seat expire at the Annual
Meeting. Each of Messrs. Blondeau, Cox, Karter, and Peugeot has been nominated
for election. Management knows of no reason why any of these nominees will be
unable to serve, but in such event the proxies received will be voted for such
substitute nominees as the Board may recommend. The Board intends to elect an
additional director to fill the vacant seat in accordance with the terms of the
Company's By-Laws.

The names, terms of office and certain other information with respect to the
persons nominated for election as Directors and other persons serving as
Directors are set forth below.

<PAGE>

INFORMATION CONCERNING NOMINEES FOR TERMS EXPIRING IN 1998

NAME DIRECTOR SINCE:
- -------------------------------------------------------------- ---------------
Jacques P. Blondeau........................................... 1988
John R. Cox................................................... 1994
Jerome Karter................................................. 1989
Patrick Peugeot............................................... 1983

THE BOARD RECOMMENDS A VOTE FOR ALL NOMINEES.

DIRECTORS OF SCOR U.S.

The Directors of SCOR U.S. and their respective age and terms of office are
as follows:

<TABLE>
<CAPTION>
POSITIONS, OFFICES AND PRINCIPAL TERM
NAME AGE OCCUPATIONS WITH SCOR U.S. EXPIRES
- ------------------------------------------- ---- -------------------------------- -------
<S> <C> <C> <C>
Jacques P. Blondeau (1)(2)................. 50 Chairman of the Board 1995
Serge M.P. Osouf (1)(2).................... 51 Vice Chairman of the Board 1997
John R. Cox (1)(3)......................... 62 Director 1995
Raymond H. Deck (1)(2)(4).................. 72 Director 1997
Michel J. Gudefin (3)(4)................... 71 Director 1996
Director, President and Chief
Jerome Karter (1).......................... 57 Executive Officer 1995
Jean Masse (2)............................. 50 Director 1996
Richard M. Murray (3)...................... 72 Director 1997
Patrick Peugeot (2)........................ 57 Director 1995
John W. Popp (3)(4)........................ 72 Director 1996
Francois Reach (2)......................... 46 Director 1996
David J. Sherwood (1)(3)(4)................ 72 Director 1996
</TABLE>

- ------------

(1) Executive Committee.

(2) Finance Committee.

(3) Audit Committee.

(4) Compensation Committee.

BIOGRAPHICAL SUMMARIES OF THE DIRECTORS OF SCOR U.S.

Jacques P. Blondeau has served as Chairman of the Board of SCOR U.S. since
September 30, 1994 and as a Director since 1988. Mr. Blondeau is also Chairman
of SCOR Reinsurance Company ("SCOR Re"), the Company's principal operating
subsidiary. Mr. Blondeau serves as a Trustee of the Voting Trust that holds the
stock of SCOR Re on behalf of SCOR U.S. From November, 1988 to September 30,
1994, Mr. Blondeau had been Vice Chairman and President of SCOR U.S. and Vice
Chairman of the Board of SCOR Re. He also served as Chief Operating Officer of
SCOR U.S. from November, 1988 to June, 1994. From June 16, 1994 to September 30,
1994, he served as Chief Executive Officer of SCOR U.S. He is Chairman of the
Board and Chief Executive Officer of SCOR S.A., a French-based global
reinsurance company. Prior to being elected to these positions in SCOR

5
<PAGE>

S.A., he served as the President and Chief Operating Officer. Mr. Blondeau was
President-Operations of Societe Commercial de Reassurance ("SCOR Paris") from
1988 until 1990, when SCOR Paris was merged into SCOR S.A. From 1984 to 1988,
Mr. Blondeau was Chairman and President of Pechiney Australia and President of
Howmet Resources, Inc. (U.S.), a subsidiary of Pechiney Corporation. From
1980-1984, he held various top-level positions with the Pechiney Corporation.
Mr. Blondeau's business address is that of SCOR S.A.

Serge M.P. Osouf has served as Vice Chairman of the Board of Directors of
SCOR U.S. and SCOR Re since September 30, 1994, and has been a Director of SCOR
U.S. since September, 1993, and of SCOR Re since December, 1991. Mr. Osouf
serves as the General Manager of SCOR S.A. and prior to taking this position in
September, 1994, had been the President-Reinsurance Operations of SCOR S.A.
since 1993. He is currently Chairman of SCOR Vie and from 1987 to 1993 was
General Manager of SCOR Reassurance, two subsidiaries of SCOR S.A. Mr. Osouf's
business address is that of SCOR S.A.

Jerome Karter has served as a Director of SCOR U.S. since February, 1989,
and as its President and Chief Executive Officer since September 30, 1994. Prior
to September, 1994, he had served as Executive Vice President of SCOR U.S. since
December, 1989. Mr. Karter has also served as a Director, President and Chief
Executive Officer of SCOR Re since February, 1989. Prior to his employment at
SCOR, he held various management positions both in the United States and Europe
with major domestic and multinational insurance companies since 1961. He held
senior management positions for Factory Mutual International in London and
Affiliated F.M. Insurance Company in Paris from 1969 to 1978. He subsequently
served as General Manager-Europe for the Insurance Company of North America (now
CIGNA Corporation) and INA Reinsurance Company S.A. in Brussels from 1978 to
1984. Immediately prior to joining SCOR U.S., Mr. Karter was a Senior Vice
President and Manager of the International Department of Johnson & Higgins in
New York from 1984 to 1989. Mr. Karter's business address is that of SCOR U.S.

John R. Cox has served as a Director of SCOR U.S. and SCOR Re since June,
1994. Mr. Cox has also served as a Director of Firemark Global Insurance Fund
since 1993. Until February 3, 1995, he was a Director and a Member of the Audit
Committee of ACE Limited ("ACE") and its subsidiary companies. From 1990 to 1993
he was a Director of Bankers Insurance Company Limited. From 1985 to 1991 he was
Chairman of the Board and Chief Executive Officer of ACE. From 1983 to 1985, he
was Executive Vice President of American Can Company, subsequently known as
Primerica Corporation and now The Travelers Corporation, and Chairman and Chief
Executive Officer of Associated Madison Companies, Inc., its financial services
holding company subsidiary. From 1975 to 1983 Mr. Cox held various key executive
positions in CIGNA Corporation. Mr. Cox's business address is 44 Herbert
Terrace, West Orange, New Jersey.

Raymond H. Deck has been a Director of SCOR U.S. since 1986 and of SCOR Re
since 1985. He has been President of Chase Insurance Enterprises, Inc., a
division of Chase Enterprises, a private company with investments in real
estate, communications and the insurance industry, since 1986. He has also been
a Director of Accel International Corporation since 1990. Prior to 1986, he was
a Director and Executive Vice President of the Hartford Insurance Group. Mr.
Deck's business address is that of Chase Insurance Enterprises, Inc., One
Commercial Plaza, Hartford, Connecticut 06103.

Michel J. Gudefin has been a Director of SCOR U.S. since 1989 and of SCOR Re
since June 1990 and is a Voting Trustee of SCOR Re. Mr. Gudefin is retired. From
1988 to 1989 he was Vice Chairman

6
<PAGE>
of Howmet Corporation, the principal operating subsidiary of Pechinery
Corporation. From 1976 to 1988, Mr. Gudefin was President and Chief Executive
Officer of Pechiney Corporation. Until December 31, 1993, he was a Director of
Pechiney Corporation and Howmet Corporation. He is currently a Director of
Southwire Corporation and a Vice President and Director of Intrend Corporation.
Mr. Gudefin's business address is that of SCOR U.S.

Jean P. Masse has been a Director of SCOR U.S. and SCOR Re since March 1995.
From June 16, 1994 until March 1995, he was Director Emeritus of SCOR Re after
having served as a Director of SCOR Re from 1990 to 1994. He served as a
Director and President of The Unity Fire and General Insurance Company from
December 1982 until 1990, and during that time also served as President and
Treasurer of the Rockleigh Management Corporation, which was merged with and
into the Company in 1990. Mr. Masse's business address is Tour Voltaire, 1 place
Des Dgres, Cedex 58, 92059 Paris La Defense, France.

Richard M. Murray has served as a Director of SCOR U.S. and SCOR Re since
1990. He was Chairman and executive advisor of The Nippon Management Corporation
from 1987 to 1991. Since 1990, he has been Vice Chairman of La Prov Corporation,
a wholly-owned U.S. subsidiary and liaison office of Grupo Nacional Provincial
S.A., a leading Mexican insurance company. He was a Vice President of The
Travelers Corporation from 1967 to 1987. Mr. Murray's business address is that
of La Prov Corporation, 80 Broad Street, New York, New York 10004-2203.

Patrick Peugeot has served as a Director of SCOR U.S. since 1983 and of SCOR
Re since 1985. Mr. Peugeot is also a Voting Trustee of SCOR Re. He served as
Chairman of the Board of SCOR U.S. from 1983 until September 30, 1994, and as
Chief Executive Officer of SCOR U.S. from December 1988 until June 16, 1994. He
was also Chairman of the Board of SCOR Re until September 1994. Mr. Peugeot had
served as Chairman of the Board and Chief Executive Officer of SCOR S.A. from
1989 until 1994 and of SCOR Paris from 1983 until 1990. Mr. Peugeot was Chairman
of Caisse Centrale de Reassurance ("CCR") from 1983 to 1985. He is Honorary
Chairman of CCR and has served as Honorary Chairman of SCOR S.A. since August
30, 1994. He is now Vice Chairman and President of La Mondiale, a French mutual
life insurance company. He is also Vice Chairman of Partner Europe. Mr.
Peugeot's business address is that of La Mondiale, located at 8 boulevard
Malesherbes 75008 Paris.

John W. Popp, a Director of SCOR U.S. since March 1990 and SCOR Re since
1989, is a business consultant. He was a Partner of Peat, Marwick, Mitchell &
Co. (now KPMG Peat Marwick LLP) from 1955 to 1982. Mr. Popp has been a Director
of Old Republic International Corporation since 1993. Mr. Popp's business
address is that of SCOR U.S.

Francois Reach has served as a Director of SCOR U.S. since March 1989 and of
SCOR Re since June 1994. Mr. Reach has served as Chairman and CEO of REAFIN, the
finance company subsidiary of SCOR S.A. since October 1994. He was Chief
Investment Officer and Treasurer of SCOR S.A. from 1983 until October, 1994,
when he became Deputy General Manager of SCOR S.A. From 1986 to 1994, he was
President of REAFIN. He is also Managing Director of Finimosa (Spain) and of
Finimo Kft (Hungary). Mr. Reach's business address is that of SCOR S.A.

David J. Sherwood has served as a Director of SCOR U.S. and of SCOR Re since
1987. He is also a Voting Trustee of SCOR Re. Mr. Sherwood has served as
Chairman of the Board of Governors of the New York Insurance Exchange since
1985. He was President of The Prudential Insurance Company of America from 1978
to 1984. Mr. Sherwood's business address is that of the New York Insurance
Exchange, c/o Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd
Street, New York, New York 10022.

7
<PAGE>
EXECUTIVE OFFICERS

The executive officers of SCOR U.S. and their respective age and titles are
as follows:

<TABLE>
<CAPTION>
NAME AGE OFFICE
- ---------------------------------- --- ---------------------------------------------------
<S> <C> <C>
Louis A. Adanio................... 41 Senior Vice President of SCOR Re
John T. Andrews, Jr............... 53 Senior Vice President, General Counsel and
Secretary of SCOR U.S. and SCOR Re
Nolan E. Asch..................... 45 Senior Vice President and Chief Actuary of SCOR
U.S. and SCOR Re
Jacques P. Blondeau............... 50 Chairman of the Board of Directors of SCOR U.S. and
SCOR Re
Jeffrey D. Cropsey................ 52 Senior Vice President and Chief Financial Officer
of SCOR U.S. and SCOR Re
John D. Dunn, Jr.................. 49 Senior Vice President of SCOR U.S. and SCOR Re
Francis J. Fenwick................ 39 Vice President and Controller of SCOR U.S. and SCOR
Re
Howard B. Fischer................. 35 Vice President, Finance/Planning and Analysis of
SCOR U.S. and SCOR Re
Linda J. Grant.................... 34 Vice President and Treasurer of SCOR U.S. and SCOR
Re
Jerome Karter..................... 57 President and Chief Executive Officer of SCOR U.S.
and SCOR Re
Dominique Lavallee................ 36 Senior Vice President of SCOR U.S. and SCOR Re
Serge M.P. Osouf.................. 51 Vice Chairman of the Board of Directors of SCOR
U.S. and SCOR Re
</TABLE>

SELECTED BIOGRAPHICAL SUMMARIES

Louis A. Adanio has served as Senior Vice President and Facultative Manager
of SCOR Re since May 1994. From June 1990 to May 1994, Mr. Adanio had been
Senior Vice President and Facultative Property Manager of SCOR Re. From June
1989 to June 1990, Mr. Adanio had been Vice President and Facultative Property
Manager of SCOR Re. Mr. Adanio's business address is that of SCOR Re.

John T. Andrews, Jr. has been Senior Vice President, General Counsel and
Secretary of SCOR U.S. and SCOR Re since 1989. He was Senior Vice President and
General Counsel of Primerica Corporation now known as The Travelers Corporation
from 1987 to 1988, Senior Vice President and General Counsel of Associated
Madison Companies, Inc., a subsidiary of Primerica, from 1985 to 1987, and Vice
President and General Counsel of Prudential Reinsurance Company from 1977 to
1985. Mr. Andrews' business address is that of SCOR U.S.

Nolan E. Asch, a Fellow of the Casualty Actuarial Society, has been Senior
Vice President since 1990 and Chief Actuary of SCOR U.S. and SCOR Re since June
1994. Mr. Asch had been Actuary of SCOR U.S. since 1990 and of SCOR Re since
1989. He was Vice President and Actuary of SCOR Re from 1984 to 1989. Previously
he was Vice President, Casualty Underwriting of AFIA. Mr. Asch's business
address is that of SCOR U.S.

Jeffrey D. Cropsey, a certified public accountant, has been Senior Vice
President and Chief Financial Officer of SCOR U.S. and SCOR Re since November
1993. From 1990 through part of 1993, he was Chief Financial Officer of Phoenix
Re Corporation. From 1988 to 1990, he was a Vice President

8
<PAGE>

in the individual insurance operations at The Equitable Life Assurance Society
of the United States. From 1984 to 1988, he was a partner with Peat Marwick Main
& Co. From 1970 to 1984 he held positions from staff accountant through partner
with Touche Ross & Co., except for 1980 to 1982 when, during a leave of absence
from Touche Ross, he was a Practice Fellow at the Financial Accounting Standards
Board. Mr. Cropsey's business address is that of SCOR U.S.

John D. Dunn, Jr. has been Senior Vice President of SCOR U.S. and Senior
Vice President and Treaty Manager of SCOR Re since July 1994. From September
1985 to 1994 he was Executive Vice President and a Director of Mercantile and
General Reinsurance Company of America and TOA Reinsurance Company of America.
He was a Vice President of Winterthur Insurance Company from April to September,
1985. He was a Senior Vice President and a Director of San Francisco Reinsurance
Company from 1983 to 1985 and of Buffalo Reinsurance Company from 1976 to 1983.
Mr. Dunn's business address is that of SCOR U.S.

Francis J. Fenwick has been Vice President and Controller of SCOR U.S. and
SCOR Re since October 1994. He was a Vice President and Financial Reporting
Manager of Signet Star Reinsurance Company from 1993 to 1994 and held various
offices at North Star Reinsurance Company, now known as Signet Star Reinsurance
Company from 1987 to 1993. He was a Senior Auditor at American International
Group and at Fireman's Fund Insurance Companies from 1986 to 1987 and 1984 to
1986, respectively. Mr. Fenwick's business address is that of SCOR U.S.

Howard B. Fischer has been Vice President, Finance/Planning and Analysis of
SCOR U.S. since January 1991 and of SCOR Re since October 1993. From November
1988, until January 1991, Mr. Fischer was Vice President/Assistant to the
President of SCOR U.S. Mr. Fischer's business address is that of SCOR U.S.

Linda J. Grant has served as Vice President and Treasurer of SCOR U.S. and
SCOR Re since November 1994. From 1989 to 1994, Ms. Grant was Vice President and
Assistant Treasurer of SCOR U.S. and SCOR Re. She also held various positions at
SCOR Re from 1984 to 1989. Ms. Grant's business address is that of SCOR U.S.

Dominique Lavallee has served as Senior Vice President of SCOR U.S. and SCOR
Re and as Manager of SCOR Re's Underwriting Services Department since September
1994. He was Vice President of SCOR Re from 1991 to 1994. From 1988 to 1991 he
was a Vice President of SCOR Reinsurance Company of Canada, and from 1984 to
1988 he was an Assistant Vice President of SCOR Paris. Mr. Lavallee's business
address is that of SCOR U.S.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Board held six meetings and acted by unanimous written consent on five
occasions during 1994. During 1994 all incumbent directors attended at least 75%
of the meetings of the Board and committees thereof on which they served except
for two former directors, Mr. David Dillard and Mr. Elios Pascual. Mr. Dillard
attended 50% of such meetings prior to his retirement from the Board of
Directors on June 16, 1994. Mr. Pascual attended 30% of such meetings, dating
from his election in June, 1994, until his resignation on January 1, 1995. For
the Board as a whole, including Messrs. Pascual and Dillard, average attendance
at the meetings was 87% during 1994.

The Board has four standing committees: the Audit Committee, the
Compensation Committee, the Executive Committee and the Finance Committee. Only
non-employee directors currently serve on the

9
<PAGE>

Audit and Compensation Committees. The Board of Directors does not have a
nominating committee. The functions normally performed by a nominating committee
are performed by the Board.

The Audit Committee's functions include: (1) review of the scope and
findings of audits conducted by SCOR U.S.'s independent auditors, KPMG Peat
Marwick; (2) review of SCOR U.S.'s accounting policies and practices for
purposes of making recommendations to the Board and management of SCOR U.S.; (3)
review of the actuarial policies and practices of SCOR U.S.'s reinsurance and
insurance subsidiaries; and (4) review of significant transactions among SCOR
U.S. and its subsidiaries and SCOR S.A. and its other subsidiaries and
affiliates. The members of the Audit Committee are Messrs. Sherwood (Chairman),
Cox, Gudefin, Murray and Popp. Mr. Dillard retired from the Board and the Audit
Committee on June 16, 1994 and Mr. Cox was appointed to the Audit Committee on
that same date. The Audit Committee held four meetings during 1994.

The Compensation Committee's functions include reviewing compensation
policies and practices. Prior to June 16, 1994, the Committee was specifically
responsible for: (a) reviewing and approving the compensation of all senior
executive officers who do not serve on the Board; (b) reviewing and recommending
to the Board the compensation of senior executives who also serve on the Board;
(c) reviewing new executive compensation programs or modifications to existing
programs; and (d) administering the annual incentive, long-term performance
incentive and stock option plans of the Company. On June 16, 1994, the powers of
the Committee were amended to modify items (a) and (b) above to provide the
Compensation Committee would also be responsible for reviewing and approving the
compensation of all individuals at or to be elected to the rank of Vice
President or above and/or who have current or proposed salaries of $100,000 or
above. The members of the Compensation Committee are Messrs. Deck (Chairman),
Gudefin, Popp and Sherwood. Mr. Elios Pascual was elected to the Board and the
Compensation Committee upon Mr. Dillard's retirement there in June 1994. Mr.
Pascual served on the Board and the Compensation Committee until his resignation
on January 1, 1995. The Compensation Committee held eight meetings during 1994.

The Executive Committee has the authority to exercise all the powers of the
Board in the management of the business and affairs of the company except as
limited by applicable laws. The members of the Executive Committee are Messrs.
Blondeau (Chairman), Cox, Deck, Karter, Osouf and Sherwood. Mr. Peugeot resigned
as a member and Chairman of the Executive Committee on September 30, 1994, and
Mr. Blondeau was elected Chairman of the Committee on September 30, 1994.
Messrs. Deck and Cox were elected to the Committee on June 16, 1994. The
Executive Committee held eight meetings and acted by unanimous written consent
on one occasion during 1994.

The Finance Committee's functions include: (1) supervising the investment
policies and practices of the Company as directed by the Board; (2) providing
advice to the Boards of the Company's operating subsidiaries concerning their
investment decisions; and (3) designating the officers of the Company who have
the authority to effect investment decisions as approved by the Board. The
members of the Finance Committee are Messrs. Reach (Chairman), Blondeau, Deck,
Osouf, Peugeot and Masse. Upon Mr. Peugeot's resignation from the Board and
Committee on September 30, 1994, Mr. Reach was elected Chairman of the
Committee. Messrs. Jolivet and Pascual resigned from the Committee and the Board
on January 1, 1995, and Messrs. Osouf and Masse were elected to the Committee on
September 30, 1994, and March 24, 1995, respectively. The Finance Committee held
four meetings during 1994.

10
<PAGE>

BOARD OF DIRECTORS RETIREMENT POLICY

In June 1992, the Board voted to amend the Company's By-Laws to provide that
no individual shall be elected or re-elected as member of the Board subsequent
to his or her attaining the age of 72.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth, for the fiscal years ended December 31,
1992, 1993 and 1994, the cash compensation paid by the Company and its
subsidiaries, as well as certain other compensation paid or accrued by such
entities for those years, to or with respect to the Chief Executive Officer and
each of the persons who were the four most highly compensated executive officers
of the Company during its most recent fiscal year (the "Named Officers"), for
services rendered in all capacities as executive officers during such period:

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION:
ANNUAL COMPENSATION AWARDS
------------------------------------------ -------------------------
OTHER SECURITIES
NAME AND ANNUAL RESTRICTED UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($)(1) BONUS ($) COMPENSATION ($) STOCK ($)(2) OPTIONS (#) COMPENSATION ($)(3)
- ------------------------ ---- ------------- --------- ---------------- ------------ ----------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jacques Blondeau (4).... 1994 $ 175,000 $ -- $-- $ -- 10,000 -$-
Chairman of the 1993 175,000 -- -- -- 24,000 --
Board and Former 1992 174,692 -- -- -- -- --
Chief Executive Officer
Jerome Karter........... 1994 $ 301,641 $ -- $ 46,243(5) $ -- 38,000 $43,364
President and Chief 1993 289,112 75,000 39,348(5) -- 33,000 52,044
Executive Officer 1992 290,910 25,000 109,598(5) -- -- 53,367
Patrick Peugeot (4)..... 1994 $ 153,750 $ -- $-- $ -- 3,000 -$-
Former Chief 1993 205,000 -- -- -- 24,000 --
Executive Officer 1992 205,846 -- 57,993(6) -- -- --
John T. Andrews, Jr..... 1994 $ 240,913 $ -- $ 48,833(7) $ -- 57,000 $32,799
Senior Vice President, 1993 230,072 65,000 244,883(7) -- 30,000 35,135
General Counsel and 1992 229,787 20,000 -- -- -- 34,251
Secretary
Nolan E. Asch........... 1994 $ 180,685 $ -- $ 8,771(8) $ -- 15,071 $12,678
Senior Vice President 1993 172,554 40,000 24,335(8) -- -- 7,703
and Chief Actuary 1992 172,341 -- 27,689(8) -- -- 9,825
R. Daniel Brooks........ 1994 $ 216,300 $ -- $-- $ -- 8,000 $14,669
Senior Vice President 1993 214,846 35,000 -- -- 22,000 13,851
1992 218,711 16,000 -- -- -- 17,779
Jeffrey D. Cropsey 1994 $ 216,544 $ -- $-- $ -- 13,000 $25,980
(9)..................... 1993 36,346 90,000 -- $ 58,607 -- --
Senior Vice President 1992 N/A N/A N/A N/A N/A N/A
and Chief Financial
Officer
</TABLE>

- ------------
(1) Company executives, including the Named Officers, are paid bi-weekly. As a
result of this cycle, the Named Officers received 27 payments of base salary
in 1992 rather than the usual 26. The data in the table includes the extra
payments and, accordingly, overstates the 1992 base salary by 1/26th or
3.8%.

(2) Except for that made to Mr. Cropsey, no restricted stock awards were made to
any of the Named Officers during the last three fiscal years and none of
them owns any shares of restricted stock of the Company. Mr. Cropsey
received a restricted stock award of 4,552 shares pursuant to the SIP. The
shares were awarded on

(Footnotes continued on following page)

11
<PAGE>

(Footnotes continued from preceding page)

December 16, 1993. One-quarter of the shares (1,138) will vest on the second
anniversary of the date of the grant and each one-year anniversary
thereafter, starting on December 16, 1995.

(3) The amounts shown in this column are derived from the following figures: (A)
For 1994: (i) Mr. Karter: $22,016--amount accrued by the Company pursuant to
the retirement provisions of Mr. Karter's employment contract with the
Company; $21,347--Company contributions and credits to the SCOR U.S. Group
Savings Plan ("GSP") and the SCOR U.S. Group Supplemental Retirement Plan
("SRP"), which is provided to certain executives whose benefits under the
GSP are capped by federal law; (ii) Mr. Andrews: $15,561-- amount accrued by
the Company pursuant to the retirement provisions of Mr. Andrews' employment
contract with the Company; $17,238--Company contributions and credits to the
GSP and SRP; (iii) Mr. Cropsey: $21,274--amount accrued by the Company
pursuant to the retirement provisions of Mr. Cropsey's Special Severance and
Pension Benefits Agreement with the Company; $4,733--Company contributions
and credits to the GSP; (iv) Mr. Brooks: $14,669--Company contributions and
credits to the GSP and SRP; and (v) Mr. Asch: $12,679--Company contributions
and credits to the GSP and SRP; (B) for 1993: (i) Mr. Karter: $33,197 -
amount accrued by the Company pursuant to the retirement provisions of Mr.
Karter's employment contract with the Company; $18,847-- Company
contributions and credits to the GSP and the SRP; (ii) Mr. Andrews:
$20,131--amount accrued by the Company pursuant to the retirement provisions
of Mr. Andrews' employment contract with the Company; $15,004--Company
contributions and credits to the GSP and SRP; (iii) Mr. Cropsey:
Not-applicable; (iv) Mr. Brooks: $13,851--Company contributions and credits
to the GSP and SRP; and (v) Mr. Asch: $7,703--Company contributions and
credits to the GSP and SRP; and (C) for 1992: (i) Mr. Karter:
$29,374--amount accrued by the Company pursuant to the retirement provisions
of Mr. Karter's employment contract with the Company; $23,993--Company
contributions and credits to the GSP and the SRP; (ii) Mr. Andrews:
$15,320--amount accrued by the Company pursuant to the retirement provisions
of Mr. Andrews' employment contract with the Company; $18,931--Company
contributions and credits to the GSP and SRP; (iii) Mr. Cropsey:
Not-applicable; (iv) Mr. Brooks: $17,779--Company contributions and credits
to the GSP and SRP; and (v) Mr. Asch: $9,825--Company contributions and
credits to the GSP and SRP.

(4) Mr. Peugeot and Mr. Blondeau did not participate in the Company's Annual
Incentive Plan, Pension Plan, GSP or SRP due to their participation in
equivalent plans at SCOR S.A.

(5) Other Annual Compensation for Mr. Karter includes forgiven interest on loans
from the Company and certain tax reimbursement payments related thereto of
$22,785 and $15,190, respectively, in 1994, $22,400 and $2,682,
respectively, in 1993, an adjusted tax reimbursement payment in 1994 of
$8,269 relating to 1993, and certain tax reimbursement payments in
connection with the exercise of stock options of $109,598 in 1992.

(6) Other Annual Compensation for Mr. Peugeot includes $57,993 for certain tax
reimbursement payments in 1992 in connection with the exercise of stock
options.

(7) Other Annual Compensation for Mr. Andrews includes forgiven interest on
loans from the Company and certain tax reimbursement payments related
thereto of $29,300, and $19,533, respectively, in 1994, and $26,512 and
$10,738, respectively in 1993, and certain tax reimbursement payments in
connection with the exercise of stock options of $198,423 in 1993.

(8) Other Annual Compensation for Mr. Asch includes forgiven interest on loans
from the Company and certain tax reimbursement payments related thereto of
$5,262 and $3,508, respectively, in 1994, and $5,764 and $2,334,
respectively, in 1993. In addition, Mr. Asch received $16,235 and $27,689 in
1993 and 1992 respectively, for tax reimbursement payments in connection
with the exercise of stock options.

(9) The 1993 figure reflects Mr. Cropsey's pro-rata salary due to a November 1,
1993 date of hire.

12
<PAGE>

STOCK OPTIONS

The following table contains information regarding the grant of stock
options under the Company's SOP and the SIP to the Named Officers during the
year ended December 31, 1994. In addition, in accordance with rules of the
Commission, the following table sets forth the hypothetical grant date present
value with respect to the referenced options, using the Black-Scholes Option
Pricing Model.

OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)
----------------------------------------------------------------------------
NUMBER % OF TOTAL
OF SECURITIES OPTIONS GRANT
UNDERLYING GRANTED TO EXERCISE OR DATE
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR (2) ($/SH) (3) DATE VALUE $ (4)
- ------------------------------- ------------- --------------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Jacques Blondeau............... 10,000 2.35% $ 9.00 11/30/2004 $ 3,600.00
Chairman of the Board
of Directors and Former
Chief Executive Officer
Jerome Karter.................. 13,000 8.94% $ 9.00 11/30/2004 $ 4,680.00
President and Chief 25,000 $11.125 12/02/2004 $ 7,745.00
Executive Officer
Patrick Peugeot (5)............ None N/A N/A N/A N/A
Former Chief Executive
Officer
John T. Andrews, Jr............ 13,000 13.41% $ 9.00 11/30/2004 $ 4,680.00
Senior Vice President, 44,000 $11.125 12/02/2004 $ 13,631.20
General Counsel and
Corporate Secretary
Nolan E. Asch.................. 6,000 3.54% $ 9.00 11/30/2004 $ 2,160.00
Senior Vice President 9,071 $11.125 11/30/2004 $ 2,810.20
Chief Actuary
R. Daniel Brooks............... 8,000 2.81% $ 9.00 11/30/2004 $ 2,880.00
Senior Vice President 3,929 $11.125 12/02/2004 $ 1,217.20
Jeffrey Cropsey................ 13,000 3.06% $ 9.00 11/30/2004 $ 4,680.00
Senior Vice President
and Chief Financial Officer
</TABLE>

- ------------
<TABLE>
<S> <C>
(1) The option shown in the above table represent options granted under both the
SIP and SOP, respectively. The options were granted on November 30, 1994
under the SOP and November 2, 1994 under the SIP.

The SOP is administered by the Board's Compensation Committee. The Compensation
Committee determines the eligibility of employees, the number of shares to be
granted and the terms of such grants. All stock options granted in fiscal
year 1994 are non-qualified options receiving no special tax benefit, have an
exercise price equal to the fair market value on the date of grant, vest at a
rate of approximately 33.33 percent per year, on the, second, third and
fourth anniversary of the grant date and have a term of ten years. No
incentive stock options or stock appreciation rights were granted in 1994
pursuant to the SOP.

To the extent not already exercisable and not expired upon a Change in Control
(as defined), the options become exercisable upon the later of (i) six months
after their grant date or (ii) the date of a Change in Control.

(Footnotes continued on following page)
</TABLE>

13
<PAGE>

(Footnotes continued from preceding page)

The SIP is also administered by the Compensation Committee. The Committee
determines the eligibility of employees, the number of shares to be granted
and the terms of such grants. All stock options granted in the fiscal year
1994 are non-qualified stock options, have an exercise price equal to the
fair market value on the date of grant, vest on the six month anniversary of
the grant date, and have a term of ten years and one month. At the
Compensation Committee's discretion, an individual may be eligible for a tax
bonus upon the exercise of a stock option grant.

(2) Options to purchase an aggregate of 425,175 shares were granted in fiscal
year 1994 under the SOP and SIP plans, with 343,175 granted to employees
under the SOP and 82,000 granted to key executives under the SIP.

(3) Under the SOP, the exercise price may be paid either (i) in cash, (ii)
through the delivery of Shares with a Fair Market Value (as defined) on the
immediately preceding Trading Day (as defined) equal to the total option
price or (iii) by a combination of the methods described in (i) and (ii) for
the full purchase price therefor; provided that, in the case of payment
pursuant to methods described in (ii) or (iii) above, the Shares delivered
to SCOR U.S. shall have been held by the optionee for at least six months
and shall not secure any obligation of the optionee to SCOR U.S. If so
provided under the terms of a stock option, the Compensation Committee may,
at its sole discretion, permit an optionee, in lieu of the methods of
payment set forth above, to pay for any portion of the purchase price of the
Shares to be issued or transferred that exceeds the par value of such
Shares, by delivery of a full-recourse promissory note of the optionee in
such form as the Compensation Committee may approve. Under the SOP, any such
promissory note shall be secured by Shares having a Fair Market Value on the
Trading Day immediately prior to the date of delivery of the note equal to
at least two times the principal amount of the note. Under both the SOP and
SIP, any such promissory note shall have a maturity of five years or less,
as the Compensation Committee may determine in its sole discretion, and
shall be payable in equal installments of principal and interest at least
annually, or more frequently as the Compensation Committee may determine in
its sole discretion. The Compensation Committee shall determine in its sole
discretion the interest rate to be charged by SCOR U.S. with respect to the
loan evidenced by the promissory note, but such rate shall in no event cause
the loan to be considered a below-market loan to which Section 7872 of the
Internal Revenue Code of 1986 (the "Code") applies. Payment of the exercise
price under the SIP may be made by the same methods as apply to the SOP,
except that under the SIP any promissory note shall be secured by shares
having a Fair Market Value on the Trading Day immediately prior to the date
of delivery of the note that is equal to the principal amount of the note.

(4) The estimated fair value of stock options is measured at the grant date in
accordance with the Black-Scholes Option Pricing Model. The assumptions used
in such option pricing model are: expected volatility, 27.89%; expected
dividend yield, 2.01%; expected option term, 10 years; and risk-free rate of
return, 7.84%. No adjustments have been made for non-transferability or risk
of forfeiture. The actual value, if any, a Named Officer may realize will
depend on the excess of the stock price over the exercise a price on the
date the option is exercised. Consequently, there is no assurance the value
realized by a Named Officer will be at or near the value estimated above.
These amounts should not be used to predict stock performance.

(5) Mr. Peugeot did not receive any stock options under the SOP or SIP for the
fiscal year ended December 31, 1994. He did however receive a non-qualified
stock option grant of 3,000 shares under the DP on September 30, 1994, at an
grant price of $11.25 per share. The options will vest at a rate of 50% per
year, on the first and second anniversary of the grant date, and have a term
of ten years. For a more complete description of the DP, see "COMPENSATION
OF DIRECTORS".

14
<PAGE>

STOCK OPTION EXERCISES AND YEAR-END VALUE TABLE

The following table shows stock option exercises by the Named Officers
during the fiscal year ended December 31, 1994, including the aggregate value of
gains on the date of exercise. In addition, this table includes the number of
shares covered by both exercisable and non-exercisable stock options as of
December 31, 1994. Values for "in-the money" options represent the positive
spread between the exercise price of any such existing stock options and the
year-end price of the Common Stock. The market price of the Common Stock as of
the close of business on December 31, 1994, was $8.375 per share.

AGGREGATED OPTION EXERCISES IN 1994 AND YEAR-END VALUES

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED STOCK IN-THE-MONEY STOCK
NUMBER OF VALUED OPTIONS
SHARES ACQUIRED REALIZED OPTIONS AT 12/31/94 (#) AT 12/31/94($) (2)
UPON EXERCISE OF UPON ------------------------------- ---------------------------
NAME OPTION (#) EXERCISE (1) EXERCISABLE UNEXERCISABLE (2) EXERCISABLE UNEXERCISABLE
- ------------------------ ---------------- ------------ ----------- ----------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jacques Blondeau........ -- -- 75,999 26,000 -- --
Chairman and Former
Chief Executive Officer
Jerome Karter........... -- -- 105,998 60,002 -- --
President and Chief
Executive Officer
Patrick Peugeot......... -- -- 89,789 19,001 -- --
Former Chief
Executive Officer
John T. Andrews, Jr..... -- -- 31,999 77,001 -- --
Senior Vice President,
General Counsel
and Secretary
Nolan E. Asch........... -- -- 33,266 28,405 -- --
Senior Vice President
and Chief Actuary
R. Daniel Brooks........ -- -- 28,332 26,597 -- --
Senior Vice President
Jeffrey D. Cropsey...... -- -- -- 13,000 -- --
Senior Vice President
and Chief Financial
Officer
</TABLE>

- ------------

(1) Market value of underlying securities at exercise, minus the exercise price.

(2) Based on the December 31, 1994 stock price which was $8.375 per share, there
were no "in-the-money" stock options.

LONG-TERM INCENTIVES

The Company granted no awards to the Named Officers during 1994 under the
Performance Incentive Plan, a long-term incentive plan ("PIP"). Participation in
the PIP is limited to select senior

15
<PAGE>

executives of the Company, including the Named Officers. Under the PIP, grants
of performance units ("Units") are made every other year to eligible senior
executives. At the time when an award of Units is made, the Compensation
Committee must determine a Performance Period (as defined) of at least five
years with respect to such Units and must determine a minimum threshold of
annual compound appreciation of the adjusted book value per share of the
Company's Common Stock.

A Unit vests at the end of the applicable Performance Period. If such
appreciation exceeds the threshold rate, each Unit has a value, subject to
adjustment in certain events, equal to the difference between (i) the adjusted
book value per share of Common Stock at the end of the Performance Period plus
the dividends paid on a share of Common Stock at the commencement of the
Performance Period and (ii) the adjusted book value per share of Common Stock at
the commencement of the Performance Period.

Participants may receive any payments under the Performance Plan at the end
of the applicable Performance Period. They may elect to receive such payments in
a lump sum or in periodic installments.

Units are non-transferable except to a designated beneficiary at the death
of a Participant. Participants leaving the employ of SCOR U.S. for any reason
other than death, disability or retirement may receive payments pursuant only to
Units that have vested prior to the termination of employment. Participants or
their designated beneficiaries may receive partial payment before the end of a
Performance Period in the event of death, disability or retirement. In the event
of a Change of Control (as defined), Units vest immediately and Participants
become entitled to receive awards pursuant thereto. See also, "REPORT OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION--PERFORMANCE INCENTIVE PLAN".

COMPENSATION OF DIRECTORS

Compensation of Directors who are not employees of SCOR U.S. currently
consists of an annual retainer of $13,000, a fee of $2,000 for attendance at
each quarterly meeting of the Board, $1,500 for attendance at other meetings of
the Board (provided that if such a meeting is held jointly with the Board of any
subsidiary of which such person is also a Director, the fee is $2,000) and a fee
of $1,000 for attendance at each meeting of a committee of the Board. The
Chairman of a committee of the Board receives an annual retainer of $1,000. The
fees that a Director can receive for attending Board and committee meetings on
any one day may not exceed $3,000. Directors who are employees of SCOR U.S. or
any of its subsidiaries receive no additional compensation for their services as
Directors.

In June 1991, the stockholders of the Company approved the DP, which
provided for the automatic annual grant to each SCOR U.S. Director who is not an
employee of SCOR U.S. or its subsidiaries or affiliates (including SCOR S.A., or
any of its respective subsidiaries or affiliates) of a non-statutory stock
option to purchase 3,000 shares of SCOR U.S. Common Stock, as of the date which
is three business days following the date of each Annual Meeting of
Stockholders. In June 1994, the stockholders of the Company approved an
amendment to the DP. The DP now provides for the automatic grant to each
Eligible Director of a non-statutory option to purchase 3,000 Shares of SCOR
U.S. Common Stock as of the following dates: (1) an annual grant on the date
that is three business days following the date of each Annual Meeting of
Stockholders; and (2) a grant on the date the individual becomes an Eligible
Director (unless he or she becomes a Director on the date of the Annual
Meeting). An Eligible Director is now defined as a member of the Board of SCOR
U.S. or its subsidiaries, who is not an employee of SCOR U.S. or its
subsidiaries, but may be a employee or director of SCOR S.A., its subsidiaries,
or affiliates.

16
<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee during 1994 were: Raymond H. Deck
(Chairman), Michel J. Gudefin, Elios Pascual, John W. Popp, and David J.
Sherwood. Mr. Dillard resigned from the Board and the Compensation Committee,
effective June 16, 1994, and was replaced by Mr. Pascual on that same date. Mr.
Pascual subsequently resigned from the Board and the Committee, effective
January 1, 1995. No current officer of the Company serves on the Compensation
Committee and there are no "interlocks" as defined by the Commission.

CERTAIN AGREEMENTS

Effective February 27, 1989, SCOR Re entered into a five-year employment
agreement with Mr. Karter which provides for a base salary of not less than
$240,000. Pursuant to a modification of the agreement in 1991, Mr. Karter agreed
to terminate his right to receive annual and long-term bonuses set forth in the
agreement in exchange for participation in the SCOR U.S. Annual Incentive Plan
and the PIP, plus a payment of $13,332 representing the long-term bonus accrued
under the agreement. Under the agreement, SCOR Re is also obligated to provide
supplemental retirement benefits to Mr. Karter under a formula that, among other
factors, gives Mr. Karter pension credit for five years of service with his
prior employer. The agreement is terminable upon death, or by SCOR Re upon
disability (exceeding six months), or with or without "Cause" (as defined in the
agreement) at any time. In the case of termination by SCOR Re without Cause or
if SCOR Re elects not to renew or further renew the agreement, Mr. Karter is
entitled to a severance payment equal to (i) his full salary through the date of
termination, plus (ii) any annual or long-term bonus payable if not yet paid,
plus (iii) an amount equal to the salary payable for the remaining balance of
the employment period or, if greater, an amount equal to twice the then annual
salary. If payments under the agreement would constitute "excess parachute
payments" under the Code, such payments shall be reduced if and to the extent
that such a reduction would yield a greater payment to Mr. Karter after payment
of all taxes than if such reduction were not made. SCOR Re would also be
obligated to provide supplemental pension benefits based on a maximum of ten
years' service credit. The agreement is automatically renewable for successive
periods of one year, unless Mr. Karter or SCOR Re gives six months' advance
notice of intention not to renew.

Effective November 13, 1989, SCOR U.S. entered into a three-year employment
agreement with Mr. Andrews, which provides for a base salary of at least
$200,000, and participation in SCOR U.S.'s bonus and benefit plans. Under the
agreement, SCOR U.S. is also obligated to provide supplemental retirement
benefits to Mr. Andrews under a formula that, among other factors, gives Mr.
Andrews pension credit for an additional five years of service with the Company.
The agreement is terminable upon death, or by SCOR U.S. upon disability
(exceeding six months), or with or without "Good Cause" (as defined in the
Agreement) at any time. In the case of termination by SCOR U.S. without Good
Cause, Mr. Andrews is entitled to a severance payment of his monthly salary
immediately prior to such termination for the shorter of one year or the balance
of the term of the agreement and continued participation in SCOR U.S.'s death
and medical insurance plans for such period. The agreement is automatically
renewable for successive periods of one year, unless Mr. Andrews or SCOR U.S.
gives six months' advance notice of intention not to renew.

Effective November 1, 1993, SCOR U.S. entered into a Special Severance and
Pension Benefits agreement with Mr. Jeffrey D. Cropsey, Senior Vice President
and Chief Financial Officer. Under the

17
<PAGE>

agreement, if Mr. Cropsey's employment with SCOR U.S. is terminated for any
reason other than death, disability (exceeding six months) or "Good Cause" (as
defined in the agreement) prior to November 1, 1996, Mr. Cropsey is entitled to
a severance payment of his monthly salary immediately prior to such termination
for a period of one year or less depending upon the date of such termination.
Under the agreement, SCOR U.S. is also obligated to provide supplemental
retirement benefits to Mr. Cropsey under a formula that, among other factors,
gives Mr. Cropsey pension credit for five years of service with his former
employer.

Effective July 25, 1994, SCOR U.S. entered into a two year employment
agreement with John Dunn, Jr., which provides for a base salary of at least
$215,000 and participation in SCOR U.S.'s bonus and benefit plans. Under the
agreement, SCOR U.S. is also obliged to provide supplemental retirement benefits
to Mr. Dunn under a formula that, among other factors, gives Mr. Dunn pension
credit for an additional five years of service with the company. The agreement
is terminable upon death, or by SCOR U.S. upon disability (exceeding six
months), or with "Good Cause" (as defined in the Agreement) at any time. In the
case of termination by SCOR U.S. without Good Cause, Mr. Dunn is entitled to a
severance payment equal to his monthly salary immediately prior to such
termination for the longer of one year or the balance of the term of the
agreement and continued participation in SCOR U.S.'s death and medical insurance
plans for such period. The agreement is automatically renewable for successive
periods of one year each, unless Mr. Dunn or SCOR U.S. gives at least three
months' advance notice of intention not to renew.

PENSION PLANS

The following table shows the estimated pension benefits payable to a
covered participant at normal retirement age under the Company's Pension Plan,
as well as its Supplemental Retirement Plan that provides benefits that would
otherwise be denied participants by reason of certain Code limitations on
qualified plan benefits, based on remuneration that is covered under the plans
and years of service with the Company and its subsidiaries:

PENSION PLAN TABLE

<TABLE>
<CAPTION>
GROSS ANNUAL BENEFITS
AVERAGE PENSIONABLE COMPENSATION ---------------------------------
FOR 5 HIGHEST PAID CONSECUTIVE 15 OR MORE
YEARS IN LAST 10 YEARS OF SERVICE 5 YEARS 10 YEARS YEARS
- ------------------------------------------------------------- ------- -------- ----------
<S> <C> <C> <C>
$ 50,000........................................... $ 7,667 $ 15,333 $ 23,000
75,000............................................. 11,500 23,000 34,000
100,000............................................ 15,333 30,667 46,000
125,000............................................ 19,167 38,333 57,500
150,000............................................ 23,000 46,000 69,000
200,000............................................ 30,667 61,333 92,000
250,000............................................ 38,333 76,667 115,000
300,000............................................ 46,000 92,000 138,000
350,000............................................ 53,667 107,333 161,000
400,000............................................ 61,333 122,667 184,000
450,000............................................ 69,000 138,000 207,000
500,000............................................ 76,667 153,333 230,000
</TABLE>

A participant's remuneration covered by the Pension Plan is his or her
average base salary (as reported in the Summary Compensation Table) for the five
highest paid consecutive calendar plan years

18
<PAGE>

during the last ten years of the participant's career. Covered Compensation for
Named Officers as of the end of the last calendar year is: Mr. Karter: $376,641;
Mr. Andrews: $304,913; Mr. Cropsey: $231,544; Mr. Brooks: $251,300 and Mr. Asch:
$223,162. Estimated credited years of service for purposes of the Pension Plan
and Supplemental Retirement Plan for each of the named executives is as follows:
Mr. Karter: 5; Mr. Andrews: 5; Mr. Cropsey: 1; Mr. Brooks: 18; and Mr. Asch: 10.
Benefits shown are computed as a straight single life annuity beginning at age
65.

CERTAIN TRANSACTIONS AND RELATIONSHIPS WITH DIRECTORS AND EXECUTIVE OFFICERS

On November 2, 1994, SCOR S.A., the majority stockholder of the Company,
acquired directly from certain of its Named Executive Officers, 82,000 Shares at
the then prevailing market price of $11.125 per Share, specifically: 44,000
Shares from John T. Andrews, Jr., Senior Vice President, General Counsel and
Secretary; 9,071 Shares from Nolan E. Asch, Senior Vice President and Chief
Actuary; 3,929 Shares from R. Daniel Brooks, Senior Vice President; and 25,000
Shares from Jerome Karter, President and CEO. Each of these senior officers had,
at the request of the Company, voluntarily agreed not to sell any Shares held by
them in connection with the privately placed offering of convertible
subordinated debentures of SCOR U.S. in 1993, and were prevented from selling
during certain other periods thereafter in accordance with Company policy. The
proceeds from these sales to SCOR S.A. were applied exclusively to reduce
indebtedness of the sellers to SCOR U.S. described below. In addition, on
November 2, 1994, under the SIP, SCOR U.S. granted to each of such officers
options to purchase a corresponding number of Shares at an exercise price of
$11.125 per Share, which was equal to the per share market price on that date.

Mr. Karter, President and Chief Executive Officer, is indebted to SCOR U.S.
in respect of a promissory note executed in connection with his purchase of a
new residence. The largest aggregate amount of indebtedness outstanding on the
note at any time during 1994 was $100,000. Partial payment has been made and
$64,125 is the amount outstanding as of April 18, 1995. The note is due in 1996.
He was also indebted to SCOR U.S. in respect of a promissory note executed in
connection with the exercise of stock options. The largest amount of
indebtedness outstanding on the note at any time during 1994 was $242,250, which
amount has been paid in full as of December 31, 1994. Mr. Karter is also
indebted to SCOR U.S. in respect of a promissory note executed in connection
with certain personal financial requirements. The largest amount of outstanding
indebtedness on this note at any time during 1994 was $126,465, which is also
the amount outstanding as of April 18, 1995. The note is due in 1996. No
interest is charged by the Company on any of the above loans.

Mr. Andrews, Senior Vice President, General Counsel and Corporate Secretary,
was indebted to SCOR U.S. in respect of two promissory notes executed during
1993 in connection with the exercise of stock options. The largest amount of
outstanding indebtedness on the notes at any time during 1994 was $523,000,
which amount has been paid in full as of December 31, 1994. Mr. Andrews is also
indebted to SCOR U.S. in respect of a promissory note executed in connection
with certain personal financial requirements. The largest amount outstanding on
these notes at any time during 1994 was $80,000, which is also the amount
outstanding as of April 18, 1995. The note is due in 1996. Mr. Andrews is also
indebted to SCOR U.S. in respect of a promissory note in the principal amount of
$33,800, executed in connection with certain personal financial requirements.
The largest amount outstanding on this note at any time during 1994 was $33,800,
which is also the amount outstanding as of April 18, 1995. The note is due in
1996. No interest is charged by the Company on any of the above loans.

19
<PAGE>

Mr. Asch, Senior Vice President and Actuary, was indebted to SCOR U.S. in
respect of various promissory notes executed in connection with the exercise of
stock options. The largest aggregate amount outstanding on the notes at any time
during 1994 was $108,909, which amount was paid in full as of December 31, 1994.

In connection with the relocation to the United States of Sylvain Boueil, a
Senior Vice President of the Company until September 30, 1994, the Company
serves as guarantor on a primary residence mortgage loan, payable on demand,
from Banque Francaise du Commerce Exterieur to Mr. Boueil in the principal
amount of $765,000. Also in connection with the purchase of this residence, Mr.
Boueil was indebted to SCOR U.S. during 1994 in respect of a demand promissory
note in favor of SCOR U.S. The largest amount of indebtedness outstanding on the
note at any time during 1994 was $102,408. The amount outstanding as of April
18, 1995 was $103,496. The note bears interest at 5.12%.

In connection with the relocation to the United States of Dominique
Lavallee, a Senior Vice President of the Company, SCOR Services, Inc., a
wholly-owned subsidiary of the Company, is guarantor of a 30-year term home
mortgage loan from The Bank of New York to Mr. Lavallee in the principal amount
of $224,000. Also in connection with the purchase of this residence, Mr.
Lavallee is indebted to SCOR U.S. in respect of a demand promissory note in
favor of SCOR U.S. The largest amount of indebtedness outstanding on the note at
any time during 1994 was $24,000. The amount outstanding as of April 18, 1995
was $12,469.20. The note bears interest at 7.82%.

Mr. Michael Walsh, Senior Vice President and Treasurer until his resignation
on November 18, 1994, was indebted to SCOR U.S. in respect of various promissory
notes executed in connection with the exercise of stock options. The largest
aggregate amount outstanding on the notes at any time during 1994 was $171,289.
The amount of the indebtedness was paid in full as of December 31, 1994.

Pursuant to a service agreement, SCOR U.S. and SCOR S.A. have agreed to
reimburse the other for services provided by various personnel. The amount of
the reimbursement for the services provided is determined by allocation of the
actual costs, including salary and related expenses. Such payments were
immaterial during 1994.

SCOR U.S.'s operating subsidiaries assume reinsurance from SCOR S.A. and
other affiliated companies primarily on a quota share or surplus share basis.
Written premiums assumed from these companies (and the percentage of gross
written premiums) were approximately $7,845,000 (2.6%), for the year ended
December 31, 1994. Of this amount, approximately $6,959,000 was assumed from
SCOR S.A.

SCOR U.S.'s operating subsidiaries also retrocede reinsurance to SCOR S.A.
and other affiliated companies, primarily on a quota share or surplus share
basis. The total written premiums written ceded by SCOR U.S.'s subsidiaries
under retrocession agreements to affiliated companies in 1994 were $35,644,000.

Pursuant to a Net Aggregate Excess of Loss Retrocessional Agreement dated as
of July 1, 1986 ("the 1986 Retrocessional Agreement"), SCOR S.A. reinsured SCOR
Re for adverse loss development from pre-1986 business that exceeded the total
of loss reserves established as of June 30, 1986, and premiums earned after June
30, 1986, from such pre-1986 business. The 1986 Retrocessional Agreement
provided protection to the Company for business underwritten by SCOR Re only and
did not provide coverage for pre-1986 business underwritten by General Security
Assurance Corporation of

20
<PAGE>

New York ("General Security"). However, business underwritten by General
Security and The Unity Fire and General Insurance Company ("Unity Fire") is
protected against adverse development by a separate net aggregate excess of loss
retrocessional agreement, as described below. The 1986 Retrocessional Agreement
terminated on December 31, 1993, at which time SCOR S.A.'s liability to SCOR Re
was $16,224,000. This amount is the actuarially determined expected ultimate
loss from the pre-1986 business in excess of the "aggregate deductible" (which
is defined as the total of net outstanding loss and loss expense reserves, net
incurred but not reported loss reserves and net unearned premium reserves
established as of June 30, 1986 for the pre-1986 business, plus all net premiums
and future net premium adjustments earned after June 30, 1986 under
retrospectively rated treaties for such business). During the first quarter of
1994, SCOR Re received $16.2 million from SCOR S.A. in settlement of its
liability under this agreement.

SCOR Re and SCOR S.A. entered into a new Net Aggregate Excess of Loss
Agreement (the "1994 Retrocessional Agreement") effective January 1, 1994, which
protects the same business covered under the 1986 Retrocessional Agreement.
Under this Agreement, SCOR Re is responsible for any further adverse development
up to $8,800,000, at which point the 1994 Retrocessional Agreement attaches and
provides coverage for up to $10,000,000 of any additional adverse development.
SCOR Re paid a premium of $2,000,000 for this coverage, which expires on
December 31, 2004. At December 31, 1994, no recovery was recognized under this
Agreement. In addition, based on the experience under the 1994 Retrocessional
Agreement, SCOR Re is eligible to receive a contingent commission of up to
27.75% of the premium.

SCOR S.A. entered into a Net Aggregate Excess of Loss Retrocessional
Agreement (the "1990 Retrocessional Agreement") with each of Unity Fire and
General Security, pursuant to which SCOR S.A. agreed to reinsure those companies
to the extent that their net ultimate incurred losses (as defined in the
agreements) arising in 1989 and prior accident years exceed an aggregate
deductible. As a result of the January 1, 1991 assumption by General Security of
the rights, liabilities and obligations of Unity Fire, the Net Aggregate Excess
of Loss Retrocessional Agreement with Unity Fire was terminated and the Net
Aggregate Excess of Loss Retrocessional Agreement with General Security was
amended (as so amended, the "Agreement") to include the protection formerly
provided to Unity Fire by its retrocessional agreement with SCOR S.A. As a
result of the merger of General Security into SCOR Re, the protection under the
Agreement is now for the benefit of SCOR Re. The aggregate deductible is defined
as the sum of net outstanding loss and loss expense reserves and net incurred
but not reported loss reserves as of December 31, 1989, for 1989 and prior
accident years, as documented in the 1989 statutory financial statements of
Unity Fire and General Security. This amount has been established at a combined
aggregate of $93,830,000. The annual premium for this protection is $210,000
through 2004. The Agreement continues in force until all covered losses are
settled. At December 31, 1994, SCOR S.A.'s estimated liability under the
Agreement was approximately $11.7 million.

SCOR S.A. provides letters of credit in favor of SCOR U.S.'s operating
subsidiary in amounts equal to its estimated liability under its reinsurance
agreements with such companies (as re-estimated on a quarterly basis). The
amount of letters of credit provided by SCOR S.A. at December 31, 1994 was
approximately $134,500,000.

21
<PAGE>

COMPENSATION POLICIES AND PERFORMANCE GRAPH

The disclosure contained in this section of the Proxy Statement shall not be
deemed incorporated by reference into any prior filing by the Company pursuant
to the Securities Act of 1933 or the Securities Exchange Act of 1934 that
incorporates future filings or portions thereof (including this Proxy Statement
or any part thereof).

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION

During 1994, the Compensation Committee (the "Committee") of the Board of
Directors of SCOR U.S. was composed of five non-employee directors who have
never served as officers of or been employed by the Company. The Committee met
eight times during 1994. Mr. Karter, the Chief Executive Officer, and certain
other executive officers of the Company may attend meetings of the Committee,
but are not present during discussions or deliberations regarding their own
compensation.

The Compensation Committee reviews compensation policies and practices and
prior to June 16, 1994 was specifically responsible for (a) reviewing and
approving the compensation of all senior executive officers who do not serve on
the Board; (b) reviewing and recommending to the Board the compensation of
senior executives who also serve on the Board; (c) reviewing new executive
compensation programs or modifications to existing programs; and (d)
administering the annual incentive, long-term performance incentive and stock
option plans of the Company. On June 16, 1994, the powers of the Committee were
amended to modify items (a) and (b) above to provide that it is responsible for
reviewing and approving the compensation of all individuals at or to be elected
to the rank of Vice President or above and/or who have current or proposed
salaries of $100,000 or above.

The Committee approved base salary levels, annual incentive awards and stock
option grants for all executive officers, except the CEO, prior to June 16,
1994. Subsequent to that date, the Committee assumed the responsibility of
approving all actions relating to the compensation of all executives officers,
including the CEO. Prior to the amendment of the Committee's powers on June 16,
1994, the Board approved without modification all compensation recommendations
of the Committee in 1994 relating to the CEO.

COMPENSATION PHILOSOPHY. The overall compensation program is designed to
motivate executives to achieve short and long-term business objectives, reward
executives for their achievements and align the interests of executives and
shareholders. As such, the total compensation package emphasizes variable
incentive pay contingent on Company and individual performance. As the
executive's responsibility level within the Company increases, the portion of
the total compensation package based on Company performance and long-term equity
based awards increases.

Compensation opportunities provided to executive officers are competitive
with similar positions in the industry in order to attract and retain executives
of superior talent who are critical to the Company's success. The Committee
reviews the results of an annual comparison of company performance and executive
compensation levels of a group of domestic publicly-held professional
reinsurance companies (the "Peer Group") and other companies in the
property/casualty industry.

The Peer Group of ten reinsurance companies used in 1994 for compensation
comparisons is identical to the group of companies included in the peer index of
the shareholder return performance

22
<PAGE>

graph included in this proxy statement. This Peer Group may change as the
Company or its competitors change their focus, merge or are acquired, or as new
competitors emerge. The Peer Group used in 1994 is identical to the Peer Group
used in the 1993 review.

As a matter of Company policy, Jacques P. Blondeau, Chairman, and Serge
Osouf, Vice Chairman, do not participate in the Company's Annual Incentive,
Pension, Savings and Supplemental Retirement Plans due to their participation in
similar plans at SCOR S.A., the principal shareholder of the Company. For other
officers of the Company, the executive compensation program at present comprises
base salary, annual incentive awards and stock options. In addition, certain
senior executives receive long-term performance unit incentives.

BASE SALARY. To attract and retain superior talent, salaries are managed at
a percentile level above the median of the Peer Group and broader industry
market data. The Committee reviews and approves (or recommends to the Board as
noted above) base salaries annually and considers competitive salary levels,
individual contributions and individual responsibility levels. The total
compensation program is designed to limit fixed base salary increases and place
greater emphasis on performance-based incentives. The Committee approved or
recommended a base salary level to be effective April 1, 1994 for each executive
officer.

ANNUAL INCENTIVES. The 1994 Annual Incentive Plan (the "Plan") was designed
to reward participating executives for annual company performance and individual
contribution towards the Company's success. Company performance factors upon
which the Plan is based include return on equity, combined ratio and expense
control. These factors are weighted 45%, 45% and 10%, respectively, in
determining an overall company performance award factor. Specific threshold,
target and superior performance levels are defined for each of these three
measures at the beginning of each annual performance period. Individual
performance is based on predetermined criteria relative to business/functional
goals and individual position responsibilities. Company and individual
performance components of the annual incentive award are weighted according to
the participant's level and function. The more senior executive levels are
rewarded relatively more on the basis of Company performance. The corresponding
Company and individual performance weightings for the Named Officers annual
incentive awards were 80% and 20%, respectively.

Target awards, representing the pre-established guideline amount to be paid
each year if annual goals are achieved, are set to reflect competitive peer
group and industry practices. The target award for the Named Officers is 35% of
base salary. Actual annual incentive payments may range from 0% to 150% of
target awards to the extent that Company and individual performance meet the
identified goals. Awards under the annual incentive plan are made in March of
each year for performance in the prior year.

The 1994 Annual Incentive Plan provides that if the Company has no net
income for the year under generally accepted accounting principles ("GAAP") no
payments will be made under the Plan design. Since the Company had a net loss
for 1994, no payments were made under the Plan to any participant, including the
Named Officers.

LONG-TERM INCENTIVE PROGRAM. SCOR's Long-Term Incentive Program consists of
stock options and a long-term performance incentive plan. Stock option awards
constitute 100% of the long-term incentive compensation for all participants,
except certain senior executives. Such senior executives,

23
<PAGE>

including the Named Officers, receive 50% of long-term incentive compensation
opportunity in stock options and 50% in performance incentive units.

Target award guidelines for all long-term plans have been established so
that the total long-term incentive award opportunities for senior executives are
competitive with peer group levels, with actual award values varying with
Company performance.

STOCK OPTION PLANS. Stock option awards are intended to reinforce the
importance of shareholder value creation and allow key employees to accumulate
equity ownership in the Company. Target option award guidelines reflect
competitive peer group practices and have been established as a percentage of
base salary representing a targeted gain from options. The targeted gain amount
is divided by the projected gain in value per option (based on an assumed stock
price growth rate) to determine the target number of options to award the
executive. The Committee may also consider Company and individual performance
assessments when determining the actual number of shares granted and increase or
decrease individual awards accordingly. The number of options previously awarded
to and currently held by executive officers is reviewed but is not an important
factor in determining the size of current grants.

Stock option grants were made in 1994 to select senior executives, including
the Named Officers, under the SIP, adopted in 1986. The term of each option is
ten years and one month. Options from the 1994 grant vest is six months from the
date of grant. The exercise price of each option is equal to 100% of the fair
market value of a share of the Company's common stock on the business day
immediately prior to the date of the option grant.

Stock option grants under the SOP, adopted in 1991, were also made in 1994
to all employees of SCOR U.S., including the Named Officers. The term of each
option is ten years and options from the 1994 grant vest over a four year
period. The exercise price of each option is equal to 100% of the fair market
value of a share of the Company's common stock on the date of the option grant.

These option grants were awarded to promote a stronger relationship between
key employees and the Company's strategic business goals, as well as shareholder
value creation.

PERFORMANCE INCENTIVE PLAN. The performance incentive plan is limited in
participation to select senior executives, including the Named Officers, whose
decisions have the greatest potential to impact long-term Company performance.
Performance units are designed to link a portion of executive compensation to
the Company's growth in book value over a five year period. The target award
guidelines for this group of executives reflect competitive compensation
practices and represent a targeted gain from the performance units of 42.5% of
base salary. This percentage amount of salary is divided by a targeted 5 year
growth in book value per share and accrued dividends to determine the target
number of units to be awarded to the executive. The Committee may also consider
Company and individual performance assessments when determining the actual
number of units granted and increase or decrease individual awards accordingly.
The number of performance units previously awarded to and currently held by
executive officers is reviewed but is not an important factor in determining the
size of current awards.

Grants are made every other year with a unit base value equal to the book
value per share of Company common stock on December 31 of the preceding year.
Depending on actual growth in book value at the end of the five year performance
period, targeted gains may or may not be realized. A

24
<PAGE>

minimum threshold growth in book value that is established by the Committee at
the beginning of the performance period must be reached in each performance
period before any cash awards are made, and executives must remain with the
Company until the end of the five year period (excluding death, disability or
normal retirement).

Since the inception of the plan in 1991, grants have been made to
executives, including the Named Officers, in 1991 and 1993, and the first plan
payout, if any, would be for the performance period ending December 31, 1995.

Total executive compensation is highly dependent upon achievement of
performance goals and actual Company performance and, thus, may fall above or
below the targeted levels.

CEO COMPENSATION. On September 30, 1994, Mr. Jerome Karter became Chief
Executive Officer and President of SCOR U.S. Prior to that appointment, Mr.
Karter was Executive Vice President of SCOR U.S.

Prior to Mr. Karter being named CEO, Mr. Patrick Peugeot and Mr. Jacques
Blondeau, currently Chairman of the Board of SCOR S.A., each held the position.
Mr. Peugeot served as CEO of the Company until his resignation therefrom on June
16, 1994. Mr. Blondeau then served as CEO from June 16, 1994 to September 30,
1994. Mr. Peugeot remained as Chairman of the Board until September 30, 1994
when he resigned from that position. Mr. Blondeau was elected Chairman of the
Board on September 30, 1994. During the time in 1994 when Mr. Peugeot and Mr.
Blondeau served as CEO, no compensation actions were taken with respect to Mr.
Peugeot. Mr. Blondeau's base salary was increased to $205,000 in September,
1994, representing a 17% increase from 1992. This increase was made in
consideration of his responsibilities with the Company, as well as the fact that
his base salary had not been increased since April, 1992.

The compensation of the Company's current Chief Executive Officer, Mr.
Karter, consists of base salary, annual incentive, stock options and performance
incentive units, and is based on the policies and programs as described above.

In 1994, Mr. Karter's annual base salary was $304,623, representing a 4.4%
increase from 1993 that reflected his responsibilities as Executive Vice
President, prior to being named CEO. No action was taken with respect to Mr.
Karter's base salary at the time of his appointment as CEO. As previously
described, Mr. Karter did not receive an annual incentive award for 1994
performance.

Under the SIP, Mr. Karter was awarded a stock option grant on November 2,
1994 of 25,000 shares of Common Stock with an exercise price of $11.125 . Mr.
Karter also received a stock option grant on November 30, 1994 under the SOP of
13,000 shares of Common Stock with an exercise price of $9.00. This award was a
part of the option grants made by the Company to all employees. Both stock
option grants were awarded to align the CEO's interests with the shareholders of
the Company and increase the CEO's stake in long term company success.

The Compensation Committee believes that compensation decisions made with
respect to the current CEO, Mr. Karter, and the other executive officers,
including the Named Officers, are consistent with the Company's compensation
philosophy and appropriately tie 1994 compensation to Company business
objectives, absolute and relative Company performance and competitive market
practices, as defined by the Peer Group and broader property/casualty insurance
industry data.

25
<PAGE>

Section 162(m) of the Code, enacted in 1993, generally disallows a tax
deduction to public companies for compensation over $1 million paid to the
Company's Chief Executive Officer and four other most highly compensated
executive officers. Qualifying performance based compensation will not be
subject to the deduction limit if certain requirements are met. It is the intent
of the Committee to have the Company provide compensation, to the extent
possible, that is tax deductible in compliance with the new section 162(m) of
the Internal Revenue Code. At this time the Committee is not amending any
compensation plans to maintain deductibility under the definition of
"performance based compensation" as none of the SCOR U.S. executives, including
the CEO, are expected to receive non-qualifying performance based compensation
above the $1 million cap.

COMPENSATION COMMITTEE

Raymond H. Deck, Chairman (1)
Michel J. Gudefin
John W. Popp
David J. Sherwood

- ------------

(1) Appointed Committee Chairman on September 30, 1993.

26
<PAGE>

CORPORATE PERFORMANCE GRAPH

The following graph compares the Company's Common Stock performance with the
performance of the Standard & Poor's 500 Stock Index ("S&P 500"), and the
current Peer Group Index (" Peer Group"), by measuring the changes in common
stock prices from December 31, 1989 plus reinvested dividends. The Current Peer
Index includes the following publicly traded reinsurance companies: American Re
Corporation, General Re Corporation, NAC Re Corporation, National Re
Corporation, PXRE Corporation (name changed from Phoenix Re Corporation in
1994), Piedmont Management Company, Inc., Re Capital Corporation, Transatlantic
Holdings Inc., Trenwick Group Inc. and Zurich Reinsurance Centre Holdings, Inc.
Total return indices reflect reinvested dividends and are weighted on a market
capitalization basis at the beginning of each relevant time period.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
AMONG SCOR U.S., S&P 500 AND PEER GROUP

12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94

SCOR U.S. $100 $89 $113 $130 $99 $66
S&P 500 $100 $97 $126 $135 $149 $150
Peer Group* $100 $107 $123 $148 $135 $153

* Market capitalization weightings for peer group companies were made as of
the beginning of each year, per SEC regulations.

The graph assumes $100 invested on 12/31/89 in the Company's Common Stock,
S&P 500 Index, and the Peer Group Index. Values are as of December 31 of
specified year assuming that dividends are reinvested.

PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

While stockholder approval is not required, the Board has determined to
submit to stockholders for their ratification the appointment of KPMG Peat
Marwick as independent auditors of SCOR U.S. for the year 1995. In the event of
a negative vote on this proposal, the Board may nevertheless appoint

27
<PAGE>

KPMG Peat Marwick as independent auditors of SCOR U.S. for the year 1995 unless
the Board finds other compelling reasons for making a change. Disapproval of
this resolution will be considered as advice to the Board to select other
independent auditors for the year 1996. Representatives of KPMG Peat Marwick
will be present at the Annual Meeting and will be given an opportunity to make a
statement and answer any questions at such time.

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's common stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange.

Based on the Company's review of all insider's filings and written
representations from reporting persons, the Company believes there were no
Section 16(a) violations for 1994, except for Mr. R. Daniel Brooks, who at the
time of the filing was a Section 16(a) officer and on whose behalf one report on
Form 4, reporting one transaction, was inadvertently not timely filed by the
Company.

STOCKHOLDERS PROPOSALS

Any holder of Shares desiring to make a proposal for inclusion in proxy
material for the Annual Meeting of SCOR U.S. stockholders to be held in June
1996 must ensure that such proposal is received by the Secretary of SCOR U.S. at
the address set forth above no later than December 29, 1995.

OTHER BUSINESS

The Board does not intend to bring any other business before the Annual
Meeting and does not know of any matters to be brought before the Annual Meeting
by others. If any other matter should come before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote the proxy on
behalf of the stockholders they represent in accordance with their judgment.

By Order of the Board of Directors

/s/ JOHN T. ANDREWS, JR.
JOHN T. ANDREWS, JR.
Corporate Secretary

April 28, 1995

PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT PROMPTLY. NO POSTAGE
STAMP IS NECESSARY IF MAILED IN THE UNITED STATES.

<PAGE>

PROXY
1995 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby authorizes John T. Andrews, Jr., Jeffrey D.
Cropsey and Maxine H. Verne, or any one of them, with full power of
substitution, to represent the undersigned and to vote all Common Stock of
SCOR U.S. Corporation, a Delaware corporation ("SCOR U.S."), owned by the
undersigned at the Annual Meeting of Stockholders of SCOR U.S. to be held at
10:30 a.m., New York time, on June 16, 1995, at Morgan Guaranty Trust Company
of New York, 60 Wall Street, 47th floor, New York, New York, and any
adjournment thereof, as provided on the reverse side hereof.

The Board of Directors favors the appointment of proxies with authority
to vote FOR the election as directors of all nominees named in the proxy
statement and FOR proposal (2).

This proxy will be voted in accordance with any specification made on the
reverse side hereof. Where no contrary specification is made hereon, this
proxy will be voted FOR the election as directors of all nominees named on the
reverse side hereof, FOR approval of proposal (2), and in accordance with the
discretion of the proxy holders on any other matters or proposals (not known
at the time of solicitation) which may properly come before the meeting or any
adjournment thereof.

The undersigned hereby revokes any proxies heretofore given by the
undersigned.

(Continued and to be dated and signed on the reverse side.)

SCOR U.S. CORPORATION
P.O. BOX 11286
NEW YORK N.Y. 10203-0286
<PAGE>

<TABLE>
<S> <C> <C> <C>
(1) Election of Directors FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed below listed below for all nominees
listed below

Jacques P. Blondeau, John R. Cox, Jerome Karter, Patrick Peugeot
(INSTRUCTION: To withhold authority to vote for any individual nominee mark the "EXCEPTION" box
and write that nominee's name on the line provided below.)
EXCEPTIONS
-------------------------------------------------------------------------------------------

(2) Proposal to ratify the appointment of KPMG Peat FOR AGAINST ABSTAIN
Marwick as independent Auditors of the Corporation
for the fiscal year ending December 31, 1995
Address Change
and/or Comments

Signature should conform exactly to the
name shown on this proxy. Executors,
administrators, guardians, trustees,
attorneys, officers signing for
corporations should give full titles.

----------------------------------------
Dated , 1995

----------------------------------------
(Signature of Shareholder)

Votes must be indicated X
(x) in Black or Blue ink.

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

</TABLE>

Exhibit 5

SCOR U.S.
--------------------

SCOR

November 9, 1995

Dear Stockholders:

I am pleased to inform you that on November 2, 1995, SCOR U.S.
Corporation (the "Company") entered into an Agreement and Plan of Merger
(the "Merger Agreement") providing for the acquisition of all publicly held
shares of common stock of the Company by SCOR S.A. SCOR S.A. currently
beneficially owns approximately 80% of the outstanding shares of the
Company.

Pursuant to the Merger Agreement, SCOR Merger Sub Corporation, a
wholly owned subsidiary of SCOR S.A., commenced today a tender offer to
purchase any and all outstanding shares of the Company's common stock at a
price of $15.25 per share in cash. Following completion of the tender offer
and satisfaction of certain other conditions, SCOR Merger Sub Corporation
will be merged with and into the Company and each share of the Company's
common stock then outstanding (other than shares of stockholders properly
exercising appraisal rights under Delaware law and shares owned by SCOR
S.A., SCOR Merger Sub Corporation or any other direct or indirect
subsidiary of SCOR S.A.) will be converted into the right to receive $15.25
per share in cash. Following consummation of the merger, the Company will
no longer be publicly owned, but will be wholly owned by SCOR S.A.

A Special Committee of the Company's Board of Directors consisting of
seven directors unaffiliated with SCOR S.A. carefully considered SCOR
S.A.'s proposal and determined that the SCOR S.A. offer and the merger are
fair to and in the best interests of the Company's public stockholders. The
Company's Board of Directors, based upon the recommendation of the Special
Committee, unanimously approved and adopted the Merger Agreement and the
transactions contemplated thereby, and recommends that stockholders accept
the offer and tender their shares.

In arriving at its determinations, the Special Committee and the
Company's Board gave careful consideration to a number of factors,
including the opinion of the Special Committee's financial advisor that the
consideration to be received by the Company's public stockholders in the
offer and merger is fair to such stockholders from a financial point of
view as of the date thereof. Detailed information about the deliberations
of the Special Committee and the Board of Directors and their
determinations and recommendations are contained in the enclosed offering
materials.

Accompanying this letter is SCOR Merger Sub Corporation's Offer to
Purchase, dated November 9, 1995, together with related materials,
including a Letter of Transmittal to be used for tendering your shares.
These documents set forth the terms and conditions of the offer and provide
instructions as to how to tender your shares. I urge you to read the
enclosed material carefully before making your decision with respect to
tendering your shares in the offer.

Sincerely,

/s/ JEROME KARTER
--------------------------------------
JEROME KARTER
President and Chief Executive Officer

SCOR U.S. CORPORATION
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-D178
TELEPHONE (212) 390-5200 FAX (212) 390-5415

Exhibit 6

LOGO

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact: John T. Andrews, Jr. Jean Alisse
General Counsel General Counsel
SCOR U.S. Corporation SCOR S.A.
(212) 390-5224 (33-1) 46-98-73-63

SCOR U.S. BOARD AGREES TO SCOR S.A. $15.25 PER SHARE OFFER

New York, N.Y./Paris, France, November 3, 1995--SCOR U.S. Corporation
(NYSE:SUR) ("SCOR U.S.") and SCOR S.A. announced today that they have
entered into a definitive agreement (the "Merger Agreement") providing for
the merger (the "Merger") of SCOR Merger Sub Corporation ("Merger Sub"), a
newly organized Delaware corporation and a wholly owned subsidiary of SCOR
S.A., into SCOR U.S. upon the terms and subject to the conditions contained
in the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub has
agreed to commence a tender offer (the "Offer") for all of the outstanding
shares of common stock, par value $0.30 per share, of SCOR U.S. at a price
of $15.25 per share, net to the seller in cash, without interest thereon,
subject to terms and conditions set forth in the Merger Agreement and to be
set forth in the tender offer documents. If the Offer is successfully
completed, holders of the 5-1/4% Convertible Subordinated Debentures due
April 1, 2000 of SCOR U.S. would have the right to require SCOR U.S. to
repurchase such Convertible Debentures at a price equal to 100% of the
principal amount thereof, together with accrued and unpaid interest to the
repurchase date.

The Board of Directors, and Special Committee of the Board of
Directors, of SCOR U.S. have unanimously approved the Merger Agreement, the
Offer and the Merger

- more-

<PAGE>

and determined that the terms of the Offer and the Merger are fair to, and
in the best interest of, the stockholders of SCOR U.S. The Board of
Directors has recommended that all stockholders of SCOR U.S. accept the
Offer and tender their shares. Dillon, Read & Co. Inc. has acted as
financial advisor to the Special Committee of the Board of Directors of
SCOR U.S. and has advised the Special Committee that the consideration to
be received by the stockholders of SCOR U.S. is fair to the stockholders
(other than SCOR S.A.) from a financial point of view as of the date
hereof.

SCOR S.A. currently owns approximately 80% of the outstanding shares
of common stock of SCOR U.S. Approximately 3.6 million shares of SCOR U.S.
common stock are owned by the public.

SCOR U.S. Corporation, a holding company, provides property and
casualty insurance and reinsurance in the treaty and facultative market
through its operating subsidiaries. All of SCOR U.S. Corporation's
operating insurance and reinsurance subsidiaries are rated "A" (excellent)
by A.M. Best Company.

SCOR S.A., a French company, operates principally as a reinsurance
company. Together with its subsidiaries, it ranks as the largest
professional reinsurer in France and among the largest in the world.

Goldman, Sachs & Co. are acting as dealer managers for the Offer and
Goldman Sachs International has acted as financial advisor to SCOR S.A.

Exhibit 7

[ Dillon, Read & Co. Inc. Letterhead ]

November 2, 1995

SCOR U.S. Corporation
Two World Trade Center, 23rd Floor
New York, New York 10048-0178

Attention: Special Committee of the Board of Directors

Gentlemen:

You have advised us that SCOR S.A. ("SCOR S.A.") proposes to acquire all of the
publicly held outstanding common stock, par value $0.30 per share, (the
"Shares") of SCOR U.S. Corporation (the "Company") not currently held by SCOR
S.A. from the holders thereof (the "Selling Shareholders") at a purchase price
of $15.25 per share (the "Transaction"). You have requested our opinion as to
whether the consideration to be paid pursuant to the Transaction is fair to the
Selling Shareholders, from a financial point of view, as of the date hereof.

In arriving at our opinion, we have, among other things: (i) reviewed certain
publicly available business and financial information relating to the Company;
(ii) reviewed the reported price and trading activity for the Shares of the
Company; (iii) reviewed certain internal financial information and other data
provided to us by the Company relating to the business and prospects of the
Company, including financial projections prepared by the management of the
Company; (iv) conducted discussions with members of the senior management of
the Company; (v) reviewed the financial terms, to the extent publicly
available, of certain acquisition transactions which we considered relevant;
(vi) reviewed publicly available financial and securities market data pertaining
to certain publicly-held companies in lines of business generally comparable
to those of the Company; and (vii) conducted such other financial studies,
analyses and investigations, and considered such other information as we deemed
necessary and appropriate.

In connection with our review, with your consent, we have not assumed any
responsibility for independent verification of any of the foregoing information
and have relied upon it being complete and accurate in all material respects.
We have not been requested to and have not made an independent evaluation
or appraisal of any assets or

<PAGE>

liabilities (contingent or otherwise) of the Company or any of its subsidiaries,
nor have we been furnished with any such evaluation or appraisal. Further, we
have assumed, with your consent, that all of the information, including the
projections provided to us by the Company's management, was prepared in good
faith and was reasonably prepared on a basis reflecting the best currently
available estimates and judgments of the Company's management as to the future
financial performance of the Company, and was based upon the historical
performance and certain estimates and assumptions which were reasonable at the
time made. In addition we have not been asked to, and do not express any opinion
as to the after-tax consequences of the Transaction to any Selling Shareholder.
In addition, our opinion is based on economic, monetary and market conditions
existing on the date hereof.

In rendering this opinion, we are not rendering any opinion as to the value of
the Company or making any recommendation to the Selling Shareholders with
respect to the advisability of voting in favor of the Transaction.

Dillon, Read & Co. Inc. ("Dillon Read"), as part of its investment banking
business, is engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwriting, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations of estate, corporate and other purposes. Dillon Read
has received a fee for rendering this opinion.

This opinion is being rendered solely to the Special Committee of the Board of
Directors of the Company for its use in evaluating the Transaction and is not
for the benefit of, nor being rendered to, the Selling Shareholders or any
other person.

Based upon and subject to the foregoing, we are of the opinion that the
consideration to be received in the Transaction by the Selling Shareholders is
fair to the Selling Shareholders, from a financial point of view, as of the date
hereof.

Very truly yours,
DILLON, READ & CO. INC.

/s/William P. Powell

By: William P. Powell
Managing Director

Exhibit 8

Dillon, Read & Co. Inc.

535 Madison Avenue
New York, New York 10022
212-906-7000

October 10, 1995

SCOR U.S. Corporation
110 William Street
New York, NY 10038-3995

Attention: Special Committee of the Board of Directors

Gentlemen:

1. We understand that the Board of Directors of SCOR U.S. Corporation (the
"Company") has received from SCOR S.A. a proposal whereby SCOR S.A. would
acquire all of the publicly held outstanding shares of common stock, par value
$0.30 per share (the "Common Shares"), of the Company not currently owned by
SCOR S.A. at a purchase price of $14.00 in cash per Common Share. As used in
this letter, the term "Transaction" refers to any transaction pursuant to which
SCOR S.A. or any other affiliated entity acquires the outstanding minority
interest in the capital stock or assets of the Company, whether by way of
merger, consolidation, reorganization or other business combinations, a tender
or exchange offer, a recapitalization or otherwise.

2. This letter confirms the agreement of the Company to engage Dillon,
Read & Co. Inc ("Dillon Read") to serve as financial advisor to the Special
Committee of the Company's Board of Directors (the "Special Committee") with
respect to the proposed Transaction. If requested, Dillon Read shall render a
written opinion (the "Opinion") relating to the fairness from a financial point
of view of the consideration to be received by the public holders of Common
Shares pursuant to the proposed Transaction, which Opinion shall be updated in
connection with obtaining approval from shareholders of the Company in
connection with the Transaction.

3. For Dillon Read's services hereunder, the Company agrees to pay fees to
Dillon Read in cash as follows:

(a) $250,000 upon the execution of this Agreement, and

<PAGE>

Dillon Read & Co. Inc.

(b) $250,000 upon the completion or abandonment of this
Transaction, which for purposes of this subsection (b) shall be the
earliest of (i) the successful completion of the Transaction, (ii) the
date the Company or SCOR S.A. abandons or terminates the Transaction,
(iii) the date the Special Committee advises Dillon Read that it does
not require Dillon Read's Opinion and (iv) October 10, 1996. This
additional fee shall be payable whether or not a Transaction is
consummated. No additional fee shall be paid in connection with any
reconsideration pursuant to Paragraph 7 below.

Whether or not (i) a Transaction is consummated or (ii) an Opinion is
required, the Company will reimburse Dillon Read, upon its demand from time to
time, for the expenses reasonably incurred and adequately documented by it on or
after October 10, 1995 in entering into and performing services pursuant to this
Agreement (including the fees and disbursements of Dillon Read's counsel).

4. In the ordinary course of its business, Dillon Read may trade the
securities of both the Company and the acquiror for its own account and for the
accounts of customers, and it may at any time hold a long or short position in
such securities. In doing so, Dillon Read is aware of its duties and
responsibilities under applicable law.

5. The Company will make available to Dillon Read all information
concerning the Company's business, assets, operations or financial condition
which Dillon Read reasonably requests in connection with the performance of its
services hereunder. The Company will make its management and other personnel
and appropriate representatives of its independent public accountants and its
advisors available to Dillon Read for discussions and consultations at such
times as Dillon Read may reasonably request in connection with the performance
of its services hereunder. The Company understands that in rendering services
hereunder Dillon Read will be relying, without independent verification, upon
the accuracy and completeness of all information that is or will be furnished to
Dillon Read by or on behalf of the Company and Dillon Read will not in any
respect be responsible for the accuracy or completeness thereof. As a condition
to Dillon Read's being furnished such information, Dillon Read agrees to treat
such information confidentially and to use such information solely for the
purpose of performing its responsibilities hereunder and such information will
not be disclosed except to employees who need such information in connection
with the Transaction or as required by law.

6. The written Opinion rendered by Dillon Read pursuant to this Agreement
may be reproduced in full in any disclosure document relating to the Transaction
that is mailed by the Company, SCOR S.A. or its affiliates to its shareholders;
provided, however, that all reference to Dillon Read in any such disclosure
document and the description or inclusion of its Opinion and advice shall be
subject to Dillon Read's prior written consent with respect to form and
substance. Except (a) as permitted by the immediately preceding sentence or (b)
to the extent legally required (after consultation with Dillon Read and its
counsel, none of (a) the name of Dillon Read, (b) any advice

<PAGE>

Dillon Read & Co. Inc.

rendered by Dillon Read to the Company or the Special Committee or (c) any
communication from Dillon Read in connection with the services performed by
Dillon Read pursuant to this Agreement will be quoted or referred to orally or
in writing by the Company or any of its affiliates or any of their agents,
without Dillon Read's prior written consent.

7. With respect to any opinion delivered prior to the completion of the
Transaction, it is understood that Dillon Read may reconsider its opinion upon
review of any disclosure document relating to the Transaction in final form and
any report, document, release or communication published or filed by or on
behalf of the Company in connection with the Transaction and upon review of such
other information as may hereafter be disclosed or otherwise becomes available
to Dillon Read.

8. In the event that Dillon Read becomes involved in any action,
proceeding, investigation or inquiry in connection with any matter referred to
in this Agreement or arising out of the matters contemplated by this Agreement,
the Company will reimburse Dillon Read for its legal and other expenses
(including the cost of any investigation and preparation) as they are incurred
by Dillon Read in connection therewith provided that such legal and other
expenses do not arise primarily out of a final judicial determination of gross
negligence or bad faith on the part of Dillon Read in performing the services
which are the subject of this Agreement. The Company also agrees to indemnify
Dillon Read and hold it harmless against any losses, claims, damages or
liabilities in connection with any matter referred to in this Agreement or
arising out of the matters contemplated by this Agreement, unless it shall be
finally judicially determined that such losses, claims, damages or liabilities
arise primarily out of the gross negligence or bad faith of Dillon Read in
performing the services which are the subject of this Agreement; and if such
indemnification were for any reason not to be available, to contribute to the
losses, claims, damages and liabilities involved in the proportion that the
Company's interest bears to Dillon Read's interest in the matters contemplated
by this Agreement. For purposes of this paragraph, the term Dillon Read shall
include Dillon Read, its officers, directors, employees, agents and controlling
persons. The foregoing agreement shall be in addition to any rights that any
indemnified party may have at common law or otherwise.

9. Dillon Read's services hereunder may be terminated by the Special
Committee at any time without liability or continuing obligation of the Special
Committee except that Dillon Read's fees pursuant to Section 3 hereof shall
become immediately payable in full and except for expenses incurred by Dillon
Read as a result of services rendered prior to the date of termination and
provided that the provisions of Sections 5, 6, 7 and 8 hereof shall remain
operative and in full force and effect regardless of any termination.

10. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
law.

11. This Agreement shall be binding upon Dillon Read and the Company and
the successors and assigns of both and any successor of any substantial portion
of the Company's and Dillon Read's respective businesses and/or assets.

<PAGE>

Dillon Read & Co. Inc.

If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof in the space provided below, whereupon this Agreement
and your acceptance shall constitute a binding agreement between us.

Very truly yours,

DILLON, READ & CO INC.

By: /s/ David M. Dickson, Jr.
-------------------------
David M. Dickson, Jr.
Senior Vice President

Accepted and agreed to
as of the date first
above written:

SCOR U.S. CORPORATION

By: /s/ David J. Sherwood
------------------------
David J. Sherwood

On behalf of the Company and
the Special Committee of the
Board of Directors

CONFIDENTIAL
SCOR U.S. Corporation

Presentation to the Special Committee of the Board of Directors

November 2, 1995

Dillon, Read & Co. Inc.

<PAGE>

Confidential

TABLE OF CONTENTS

Tab
---

Overview . . . . . . . . . . . . . . . . . . . . . . . . . . A

Overview of SCOR U.S. Corporation . . . . . . . . . . . . . . B

SCOR U.S. Valuation Indicators . . . . . . . . . . . . . . . C

Exhibits
--------

Analysis of Comparable Trading Companies . . . . . . . . . . 1

Analysis of Comparable Acquisitions . . . . . . . . . . . . . 2

Premiums Paid in Minority "Close Outs" . . . . . . . . . . . 3

Discounted Cash Flow Analysis . . . . . . . . . . . . . . . . 4

Weighted Average Cost of Capital Analysis . . . . . . . . . . 5

Dillon, Read & Co. Inc. SCOR U.S. Corporation

<PAGE>

OVERVIEW

<PAGE>

Confidential

SUMMARY OF THE OFFER

- Shareholders of SCOR U.S. Corporation ("SCOR") other than SCOR S.A.
will receive $15.25 per share in cash

- SCOR S.A. currently owns 80% of the outstanding shares of common
stock of SCOR

- Including the assumption of SCOR debt, the implied valuation of the
offer is as follows:

(Dollars in Millions)

Implied SCOR
Cash Offer Valuation
--------- ------------
Equity Value $55.4(a) $277.0(a)

Convertible Subordinated Debentures 76.0

Notes Payable 25.0

Commercial Paper 20.6
------------
Total Asset Valuation $398.6
============

- --------------------

(a) Assumes the acquisition of 20% of SCOR, or 3,632,924 common shares.
Excludes 1,576,951 stock options outstanding at option price per share
ranges of $8.00 - $17.00.

Dillon, Read & Co. Inc. A - 1 SCOR U.S. Corporation

<PAGE>

<TABLE><CAPTION>
Confidential

PROPOSAL MULTIPLES

Sensitivity Analysis
Offer
<S> <C> <C> <C> <C> <C>
Offer Price $14.00 $15.00 $15.25 $16.00
---------- ---------- ---------- ----------
Total Equity Value ($MM) $254.3 $272.5 $277.0 $290.6
P/E: SCOR Statistic
- ------------------------------------- ----------------
1995E E.P.S.(a) $0.92 15.2x 16.3x 16.6x 17.4x
1996E E.P.S.(a) 0.97 14.4 15.5 15.7 16.5
1995E E.P.S.(b) $1.01 13.9x 14.9x 15.1 15.8x
1996E E.P.S.(b) 1.19 11.8 12.6 12.8 13.4

Price as a Multiple of:
- -------------------------------------
Book Value (9/30/95) (Primary)(c) $15.27 0.91x 0.98x 1.00x 1.05x
(F-D)(c) 15.03 0.93 0.99 1.01 1.06
Surplus (9/30/95) (Primary)(c) 14.13 0.99 1.06 1.08 1.13
(F-D)(c) 13.96 1.00 1.07 1.09 1.14

Premium Over Market:
- -------------------------------------
Day before Offer $11.125 25.8% 34.8% 37.1% 43.8%
52-Week High, Pre-Offer 11.625 20.4 29.0 31.2 37.6
52-Week Low, Pre-Offer 7.500 86.7 100.0 103.3 126.7
</TABLE>

- --------------------

(a) Source: I/B/E/S.
(b) Based on management October projections.
(c) Based on primary book value of $277.4MM, surplus of $256.8MM, options of
1,066,789 (under $15.25) and exercise proceeds of $11.849MM.

Dillon, Read & Co. Inc. A - 2 SCOR U.S. Corporation

<PAGE>

OVERVIEW OF SCOR U.S.

<PAGE>

Confidential

REINSURANCE INDUSTRY

- Primary insurance companies continue to direct business towards
financially secure reinsurers who are perceived to be long-term
players.

- Increasing consolidation is evident

- Ceding companies flight to quality is also evident

- Since 1987, increasing global competition, including from Bermuda
based reinsurers (established after Hurricane Andrew in 1992)
together with increasing retention by primary insurance companies,
has resulted in generally soft market conditions across many lines
of business.

- Supply of reinsurance is directly related to levels of surplus
in the industry, which was expanded in the early 1990's as a
response to many catastrophes

- Cyclicality in the reinsurance industry is now experienced in
different lines and regions at different times

- The Bermuda companies may become more broad - based competitors for
all reinsurers (including casualty) depending on a number of
competitive factors.

- To the extent the Bermudians become more broad - based, the
increased competition could intensify market competition and
create pricing pressure

Dillon, Read & Co. Inc. B - 1 SCOR U.S. Corporation

<PAGE>

<TABLE><CAPTION>
Confidential

COMPETITIVE POSITION

1994 6/30
Premiums 1995 Combined Ratio
--------------
Broker Market Earned Surplus 1994 1995
- ------------------------------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C>
Transatlantic Re/Putnam Re $851,183 $668,494 105.7% 103.1%
Zurich Reinsurance Centre 221,814 645,621 114.6 108.0
Prudential Reins. 722,454 639,693 118.4 107.2
Kemper Reinsurance 317,399 451,627 108.8 104.5
NAC Reins. 375,870 435,607 105.7 103.9
Underwriters Reins 182,282 409,038 107.0 102.4
TIG Reinsurance 394,458 402,246 104.4 103.3
Skandia Ameriaca Reins. 164,026 347,093 124.6 124.4
Constitution Reins. 466,103 290,413 101.0 104.2
SCOR U.S. 229,904 251,890 118.7 105.7
Trenwick America Reins. 132,683 243,739 103.1 96.9
Signet Star Reins. 182,976 224,221 113.8 103.1
Winterthur Reins. 207,880 222,919 109.1 106.7
Gerling Global 92,772 141,597 112.8 105.4
Folksamerica Group 154,070 117,252 109.2 103.8
Chartwell 101,632 115,101 105.7 104.4
Frankona 111,424 114,481 103.3 104.3
Christiania General 140,592 113,550 111.7 104.8
Generali 110,391 105,375 114.7 107.9
Reinsurance Corp. of N.Y. 129,372 97,379 120.4 109.7

Direct-Writer Market
- ------------------------------------

General Re $2,417,071 $4,227,923 101.2% 99.3%
Employers Reins. 2,100,119 2,808,540 104.6 102.7
American Re 1,442,571 1,120,108 103.8 99.4
Swiss Re NA 831,014 NA NA
Munich Re Group 666,908 783,999 116.7 105.2
National Reins. 333,123 386,374 98.4 98.1

</TABLE>

Dillon, Read & Co. Inc. B - 2 SCOR U.S. Corporation

<PAGE>

<TABLE><CAPTION>
Confidential

RELATIONSHIP WITH BROKERS

- SCOR's relationship with the intermediaries appears well diversified and balanced

1991 to July 1995 Written Premiums
--------------------------------------------------------------
Broker Treaty % of Total Facultative % of Total
- ----------------------------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Blanch $154,085 15.9% -- --
John P. Woods 118,480 12.2 -- --
Guy Carpenter 114,996 11.8% $3,352 4.5%
Sedgwick Re 83,259 8.6% 11,270 15.1%
Bails 73,271 7.5% 58 0.1%
Alexander Re 62,159 6.4% 3,584 4.8%
Intere 44,523 4.6% 59 0.1%
Aon 43,859 4.5% 6,614 8.9%
Wilcox 35,977 3.7% 3 0.0%
Towers Perrin 31,869 3.3% -- --
Marsh & McLennan -- -- 11,077 14.9%
RFC Intermediaries Inc. -- -- 6,581 8.8%
Willis Corroon Corporation -- -- 5,132 6.9%
Alexander Howden -- -- 3,603 4.8%
Willis Faber 18,516 1.9% 3,289 4.4%
Alexander & Alexander -- -- 2,703 3.6%
</TABLE>

Dillon, Read & Co. Inc. B - 3 SCOR U.S. Corporation

<PAGE>

<TABLE><CAPTION>
Confidential

CEDING COMPANY BUSINESS

- SCOR U.S. has a number of large ceding company relationships which
account for a relatively large percentage of its business

1992 1993 1994 1995 Through July 1
------------------------------ -------------------------- --------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
N $25,120 19.3% N $27,000 16.5% A $26,896 16.4% A $31,014 25.8%
A 15,238 11.7% A 17,285 10.5% K 18,001 11.0% B 15,375 12.8%
Q 14,079 10.8% K 17,241 10.5% C 18,000 11.0% C 10,000 8.3%
B 9,550 7.3% O 16,425 10.0% B 17,375 10.6% D 8,893 7.4%
R 6,191 4.8% M 10,000 6.1% L 10,341 6.3% E 8,145 6.8%
O 5,734 4.4% B 8,526 5.2% D 9,329 5.7% F 5,308 4.4%
F 5,703 4.4% D 8,078 4.9% E 8,495 5.2% G 4,669 3.9%
G 5,391 4.1% E 7,641 4.7% M 5,327 3.3% H 4,275 3.6%
K 5,098 3.9% P 5,390 3.3% F 5,209 3.2% I 3,900 3.3%
S 5,000 3.8% G 5,277 3.2% H 5,200 3.2% J 3,761 3.1%
Other 32,874 25.3% Other 41,256 25.1% Other 39,515 24.1% Other 24,642 20.5%
-------- ------ -------- ------ -------- ------ -------- ------
Total $129,978 100.0% Total $164,119 100.0% Total $163,689 100.0% Total $119,981 100.0%
======== ====== ======== ====== ======== ====== ======== ======

</TABLE>

Dillon, Read & Co. Inc. B - 4 SCOR U.S. Corporation

<PAGE>

Confidential

RECENT DEVELOPMENTS

Date Event
- ------- -------------------------------------------------------------

9/26/95 Offer by SCOR to acquire 20% of SCOR U.S. Corporation that it
doesn't already own at $14/share

3/10/95 SCOR U.S. reduces regular quarterly dividend from $0.36 to
$0.20 annually

3/09/95 SCOR S.A. postpones capital reorganization

1/30/95 SCOR U.S. management sale of stock to SCOR S.A.

8/94 SCOR S.A. CEO resigns

Dillon, Read & Co. Inc. B - 5 SCOR U.S. Corporation

<PAGE>

Confidential
<TABLE><CAPTION>

SCOR PRINCIPAL OPERATING UNITS

<S> <C> <C>
Audit
SCOR U.S. Committee
| of the Board
| |
| |
| |
------------------------------------------|----------------------------------------Reserving
| | Committee
| |
| |
| |
| |
| SUPPORT | UNDERWRITING
| -----------------------------------------------------------------------------------------------------------
| | | | | | | | |
| | | Chief | Underwriting | Facultative/ |
| General Chief Info Financial | Services Treaty Alt. Risk Bonds
| Counsel Officer Officer | SCOR Re SCOR Re SCOR Re SCOR Re
| |
| |
| -Law -Information -Finance | -Actuarial -Treaty Prop/Cas -Facultative Prop/Cas -Surety & Fidelity
| -Human Services -Accounting | -Claims -Treaty Catastrophe -Alternative Risk
| Resources -Investments| -Retro -Insurance
| & Administration | Management
| -Investor | -Underwriting
| Relations | Stds
| --------|---------
Communications/ | |
Risk Morgard, SCOR Re
Management Inc. California Re

</TABLE>

Dillon, Read & Co. Inc. B - 6 SCOR U.S. Corporation

<PAGE>

Confidential

NET PREMIUMS EARNED

(Dollars in 000s)

Year Ended December 31, Nine Months Ended
----------------------- -------------------
1993 1994 1994 1995
TREATY
- ------

Property Pro Rata NA NA $47,366 $41,351
Property per Risk NA NA 4,226 3,072
Property Catastrophe NA NA 9,233 4,580
Non-Standard Auto $33,944 $40,107 27,005 32,694
Casualty NA NA 38,643 40,651
Other NA NA 17,995 21,559

FACULTATIVE
- -----------

Property 29,240 32,878 8,935 10,740
Casualty 29,549 30,300 16,139 20,764
Other NA NA 920 1,562

OTHER NA NA 2,747 5,364
- -----

TOTAL $236,051 $228,244 $173,209 $182,337
-----
Dillon, Read & Co. Inc. B - 7 SCOR U.S. Corporation

<PAGE>

Confidential

NET LOSS RATIO

(Dollars in 000s)

Year Ended December 31, Nine Months Ended
----------------------- ------------------
1993 1994 1994 1995
---------- ----------- --------- --------
TREATY
- ------

Property Pro Rata NA NA 125.4% 77.4%
Property per Risk NA NA 54.2 31.4
Property Catastrophe NA NA 70.7 14.8
Non-Standard Auto 64.4% 83.9% 78.1 72.1
Casualty NA NA 89.9 62.0
Other NA NA 63.5 61.9

FACULTATIVE
- -----------

Property 38.8% 65.0% 44.5% 53.0%
Casualty 70.9 70.0 50.4 48.4
Other NA NA 177.8 126.4

OTHER NA NA 120.5% 157.9%
- -----

TOTAL 66.2% 83.8% 88.1% 66.9%
-----
Dillon, Read & Co. Inc. B - 8 SCOR U.S. Corporation

<PAGE>

Confidential

NET COMBINED RATIO

(Dollars in 000s)

Year Ended December 31, Nine Months Ended
----------------------- ---------------------
1993 1994 1994 1995
--------- --------- -------- ----------
TREATY
- ------

Property Pro Rata NA NA 164.5% 120.6%
Property per Risk NA NA 35.7 93.5
Property Catastrophe NA NA 84.3 94.1
Non-Standard Auto 97.7% 120.4% 118.4 107.1
Casualty NA NA 127.9 90.4
Other NA NA 99.8 103.4

FACULTATIVE
- -----------

Property 66.4% 94.0% 89.4% 98.8%
Casualty 97.7 98.8 84.5 79.9
Other NA NA 191.6 149.9

OTHER NA NA 166.3% 194.0%
- -----

TOTAL 105.1% 123.0% 123.3% 103.9%
-----

Dillon, Read & Co. Inc. B - 9 SCOR U.S. Corporation

<PAGE>

Confidential

PROPERTY PRO RATA

- The Company totally readjusted its strategy with regard to this market

- Historically, Property pro rata been responsible for largest
share of CAT losses

- Competitors are not writing new proportional business

- SCOR reduced its exposure over 50% and will continue to
reallocate volume

- Reduce CAT exposures dramatically and capped most treaties

(Dollars in 000s)

Year Ended Nine Months
December 31, Ended Projected
-------------- ----------------------- ----------------------------------
1993 1994 1994 1995 1995 1996 1997
----- ----- ----------- ---------- --------- --------- ----------

<S> <C> <C> <C> <C> <C> <C> <C>
Premiums Earned NA NA $47,366 $41,351 $78,199 $52,430 $41,369

Expense Ratio NA NA 125.4% 77.4% 57.0% 64.0% 63.1%

Combined Ratio NA NA 164.5 120.6 92.5 100.2 99.9

Dillon, Read & Co. Inc. B - 10 SCOR U.S. Corporation

<PAGE>

Confidential

PROPERTY PER RISK

- Highly competitive market due to excess capacity in broker and
direct market and Bermuda and London.

- Ceding companies having trouble in the pro rata market
have increased reinsurance opportunities in excess market

- SCOR has small and profitable niche here

- Difficult to expand due to expanding direct writers

</TABLE>
<TABLE><CAPTION>
(Dollars in 000s)

Year Ended Nine Months
December 31, Ended Projected
-------------- ------------------- ----------------------------------
1993 1994 1994 1995 1995 1996 1997

<S> <C> <C> <C> <C> <C> <C> <C>
Premiums Earned NA NA $4,226 $3,072 $7,510 $11,671 $15,916

Expense Ratio NA NA 54.2% 31.4% 82.2% 85.6% 85.3%

Combined Ratio NA NA 35.7 93.5 124.1 123.1 97.0

</TABLE>

Dillon, Read & Co. Inc. B - 11 SCOR U.S. Corporation

<PAGE>

Confidential

PROPERTY CATASTROPHE

- Lower rates on line renewals will be evident this renewal season
due to increased capital and competition

- Bermuda continues to increase its involvement on programs

- Bermuda capital appears likely to remain in place

- Business is still adequately priced and SCOR appears able
to manage its CAT exposure

<TABLE><CAPTION>
(Dollars in 000s)

Year Ended Nine Months
December 31, Ended Projected

1993 1994 1994 1995 1995 1996 1997

<S> <C> <C> <C> <C> <C> <C> <C>
Premiums Earned NA NA $9,233 $4,580 $7,987 $7,987 $7,987
Expense Ratio NA NA 70.7% 14.8% 59.8% 59.9% 59.9%
Combined Ratio NA NA 84.3 94.1 92.6 90.1 88.1

Dillon, Read & Co. Inc. B - 12 SCOR U.S. Corporation

<PAGE>

Confidential

NON STANDARD AUTO

- - Increased primary and reinsurer competition have resulted in pricing
pressure recently

- SCOR has developed this line well but profitability has
attracted competition

- Construction Re has lion's share of market while Hartford
and Gerling Global have become active

(Dollars in 000s)
Year Ended Nine Months
December 31, Ended Projected
-------------------- ------------------- -----------------------------------
1993 1994 1994 1995 1995 1996 1997

<S> <C> <C> <C> <C> <C> <C> <C>
Premiums Earned $33,944 $40,107 $27,005 $32,694 $64,984 $84,098 $105,984
Expense Ratio 64.4% 83.9% 78.1% 72.1% 66.3% 65.7% 65.2%
Combined Ratio 97.7 120.4 118.4 107.1 101.3 100.3 99.2
</TABLE>

Dillon, Read & Co. Inc. B - 13 SCOR U.S. Corporation

<PAGE>

Confidential

CASUALTY ALL OTHER

- - SCOR's desire to balance its casualty and property books requires
greater participation in this line of business

- Casualty is currently underpriced and highly competitive

- Competitive conditions will limit growth opportunities in
commercial and private auto and excess liability covers

- More MGA proposals and programs being written and SCOR is
expected to participate

(Dollars in 000s)
Year Ended Nine Months
December 31, Ended Projected
------------- -------------------- ---------------------------------
1993 1994 1994 1995 1995 1996 1997
----- ----- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Premiums Earned NA NA $38,643 $40,651 $46,006 $51,035 $55,379
Expense Ratio NA NA 89.9% 62.0% 81.6% 71.2% 68.0%
Combined Ratio NA NA 127.9 90.4 112.1 100.3 95.3
</TABLE>

Dillon, Read & Co. Inc. B - 14 SCOR U.S. Corporation

<PAGE>

Confidential

PROPERTY FACULTATIVE

- - Considered SCOR's core business; the Company has an excellent record
focusing on energy, petrochemicals and chemicals

- Excellent historical loss ratio

- Recent downward pressure on rates due to increased retentions and
more capacity

- General property market may be reaching bottom

- SCOR plans a steady expansion of the facultative franchise

<TABLE><CAPTION>
(Dollars in 000s)

Year Ended Nine Months
December 31, Ended Projected
--------------------- -------------------- --------------------------------
1993 1994 1994 1995 1995 1996 1997
-------- -------- -------- ------- -------- -------- --------

<S> <C> <C> <C> <C> <C> <C> <C>
Premiums Earned $29,240 $32,878 $8,935 $10,740 $17,818 $21,911 $25,502
Expense Ratio 38.8% 65.0% 44.5% 53.0% 56.5% 55.5% 55.4%
Combined Ratio 66.4 94.0 89.4 98.8 107.2 101.5 97.9
</TABLE>

Dillon, Read & Co. Inc. B - 15 SCOR U.S. Corporation

<PAGE>

Confidential

CASUALTY FACULTATIVE

- - Extremely heavy competition has limited growth

- Pricing improvement not evident in this line of business

- Company will concentrate on smaller lines of buffer layer business
in the automobile or general liability lines

- Intent to focus on developing niches of expertise; will achieve
better spread of risk and less volatility

(Dollars in 000s)

<S> <C> <C> <C> <C> <C> <C> <C>
Premiums Earned $29,549 $30,300 $16,139 $20,764 $25,969 $29,739 $35,819
Expense Ratio 70.9% 70.0% 50.4% 48.4% 87.0% 83.6% 85.0%
Combined Ratio 97.7 98.8 84.5 79.9 123.7 115.9 114.3
</TABLE>

Dillon, Read & Co. Inc. B - 16 SCOR U.S. Corporation

<PAGE>

Confidential

EXPENSE RATIO (GAAP)(a)

YEAR EXPENSE RATIO WRITTEN PREMIUMS PER EMPLOYEE
---- ------------- -----------------------------

1990 40.5% $1.3 MM
1991 38.9 1.3
1992 43.8 1.7
1993 38.9 1.8
1994 38.6 1.9
1995E 36.7 2.0

---------
a) U/W year; includes commission ratio

Dillon, Read & Co. Inc. B - 17 SCOR U.S. Corporation

<PAGE>

Confidential

INCOME STATEMENT

Year Ended December 31, LTM Ended
--------------------------------------------- Sept 30,
(Dollars in 000s, except per share data) 1992 1993 1994 1995
--------- -------- -------- ---------
<S> <C> <C> <C> <C>
Revenues:
Net Premiums Earned $192,050 $236,051 $228,244 $237,374
Net Investment Income 42,880 42,044 40,990 42,378
Net Realized Investment Gains/(Losses) 15,048 12,930 984 638
--------- -------- -------- ---------
Net Revenues 249,978 291,025 270,218 280,390

Losses and Expenses:
Losses and Expenses, net 160,545 156,292 191,270 160,664
Commissions, net 55,960 61,324 59,434 60,311
Other Operating Expenses 23,918 26,420 26,009 27,206
Other 4,346 4,073 4,039 2,014
--------- -------- -------- ---------
Interest Expense 4,579 8,005 8,920 8,844

Pretax Income 630 34,911 (19,454) 21,351
Income Taxes (Benefit) (3,771) 6,983 (11,262) 4,674
--------- -------- -------- ---------
Net Income from Continuing Operations $4,401 $27,928 ($8,192) $16,677
========= ======== ======== =========
Extraordinary Items -- -- 351 903
Cumulative Effect of Accounting Change 2,848 (2,600) -- --
--------- -------- -------- ---------
Net Income $7,249 $25,328 ($7,841) $17,580
========= ======== ======== =========
Average Shares Outstanding (000s) 18,256 18,395 18,166 18,248
Fully Diluted E.P.S. from Continuing Operations $0.25 $1.45 ($0.45) $0.91
Fully Diluted E.P.S. 0.40 1.33 (0.43) 0.96

GAAP Operating Ratios:
Loss Ratio 83.6% 66.2% 83.8% 67.7%
Commissions Ratio 29.1% 26.0% 26.0% 25.4%
Expense Ratio 14.7% 12.9% 13.2% 12.3%
--------- -------- -------- ---------
Combined Ratio 127.5% 105.1% 123.0% 105.4%
Return on Average Equity 1.7% 10.0% -3.1%
</TABLE>

Dillon, Read & Co. Inc. B - 18 SCOR U.S. Corporation

<PAGE>

Confidential
NET ASSETS
<TABLE><CAPTION>
(Dollars in 000s)
As of December 31, As of
------------------------ Sept 30,
ASSETS 1993 1994 1995
-------- ---------- --------
<S> <C> <C> <C>
Investments:
Fixed Maturities:
Available for Sale at Fair Value $581,104 $563,656 $563,515
Held to Maturity at Amortized Cost 24,876 22,871 22,155
Equity Securities at Fair Value 18,951 1,738 204
Short-term Investments at Cost 90,642 83,303 122,794
Other Long Term Investments 1,081 1,225 1,374
---------- ---------- ----------
Total Investments 716,654 672,793 710,042

Cash 17,096 4,763 13,318
Reinsurance Recoverable on Unpaid Losses 221,843 222,672 226,544
Reinsurance Recoverable on Paid Losses 36,827 23,755 19,939
Premiums Receivable 80,319 72,019 80,996
Investment in Affiliates 10,789 11,532 12,360
Other Assets 110,583 136,181 117,973
---------- ---------- ----------
Total Assets $1,194,111 $1,143,715 $1,181,172
========== ========== ==========
LIABILITIES OTHER THAN DEBT
Reserves for Losses and Loss Expenses $562,209 $604,787 $618,738
Unearned Premiums 114,376 110,082 99,955
Funds Held Under Reinsurance Treaties 39,602 20,758 18,571
Reinsurance Balances Payable 60,233 43,685 27,000
Other Liabilities 10,031 11,348 17,933
---------- ---------- ----------
Total Liabilities Other than Debt 786,451 790,660 782,197
---------- ---------- ----------
TOTAL NET ASSETS $407,660 $353,055 $398,975
========== ========== ==========
</TABLE>

Dillon, Read & Co. Inc. B - 19 SCOR U.S. Corporation

<PAGE>

Confidential

CAPITALIZATION

(Dollars in 000s) As of December 31, As of
----------------------- Sept 30,
CAPITALIZATION 1993 1994 1995
------- ------- -------
<S> <C> <C> <C>
Debt:
Convertible Subordinated Debentures $86,250 $82,350 $75,950
Notes Payable 20,000 20,000 25,000
Commercial Paper 10,721 11,310 20,639
------- ------- -------
Total Debt 116,971 113,660 121,589
Stockholders' Equity
Common Stock 5,490 5,507 5,507
Additional Paid in Capital 112,670 114,556 114,669
Unrealized Appreciation/(Depreciation) of Investments,
Net of Deferred Tax Effect 16,634 (21,640) 4,752
Foreign Currency Translation Adjustments 12 (414) (252)
Retained Earnings 157,532 143,153 154,482
Treasury Stock (1,649) (1,767) (1,774)
------- ------- -------
Total Stockholders' Equity 290,689 239,395 277,386
------- ------- -------
TOTAL CAPITALIZATION $407,660 $353,055 $398,975
-------- -------- --------

Total Debt to Capitalization 28.7% 32.2% 30.5%
Net Debt to Capitalization 24.5 30.8 27.1
</TABLE>

Dillon, Read & Co. Inc. B - 20 SCOR U.S. Corporation

<PAGE>

Confidential
LOSS RESERVES

- THE COMPANY HAS TAKEN A CONSERVATIVE APPROACH TOWARD ESTABLISHING
PROVISIONS FOR LOSS RESERVES. THE MAJORITY OF SCOR'S BUSINESS
IS GENERALLY "SHORTER TAIL" PROPERTY, AND THEREFORE, IT IS
GENERALLY EASIER TO DETERMINE LOSS AMOUNTS ON A TIMELY BASIS

<TABLE><CAPTION>
($ in millions)
Year ended December 31,

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
________________________________________________________________________________________________________________________________
1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
________________________________________________________________________________________________________________________________
Initial Reserves For
Losses and loss expenses $87 $104 $138 $192 $241 $289 $319 $324 $341 $340 $382

Re-estimated as of:
One Year Later $89 $116 $139 $192 $239 $301 $326 $319 $337 $338
Two Years Later 98 115 132 183 234 297 318 302 335
Three Years Later 101 115 123 185 225 292 300 302
Four Years Later 106 120 133 180 223 274 298
Five Years Later 108 137 134 178 213 275
Six Years Later 123 137 131 171 212
Seven Years Later 119 135 127 173
Eight Years Later 118 131 129
Nine Years Later 118 133
Ten Years Later 117

Cumlative amount of liability
paid through:
One Year Later $33 $33 $30 $42 $59 $62 $85 $92 $121 $94
Two Years Later 48 53 48 73 89 113 139 145 161
Three Years Later 62 66 65 93 115 149 176 159
Four Years Later 71 80 79 106 139 174 180
Five Years Later 81 92 88 123 151 173
Six Years Later 87 100 98 131 143
Seven Years Later 93 107 104 118
Eight Years Later 97 111 91
Nine Years Later 100 101
Ten Years Later 92

Cumulative ($30) ($29) $9 $19 $29 $14 $21 $22 $6 $2
Redemption (Deficiency) -35% -28% 6% 10% 12% 5% 7% 7% 2% 1%
Percentage

_________________________________________________________________________________________________________________________________

</TABLE>

Dillon, Read & Co. Inc. B - 21 SCOR U.S. Corporation

<PAGE>

Confidential

LOSS RESERVES (CONT'D)

- - As of 12/31/94, SCOR U.S. studied its IBNR (only facultative casualty
and treaty) using alternative methods of analysis (Alternative Method
Study)

- SCOR typically utilizes Incurred Loss Development method to
estimate reserves

- The Alternative Method Study utilized the Bornheutter-Ferguson
Method

Gross IBNR
----------
12/31/94
(Dollars in Millions)
<TABLE><CAPTION>
Alt. Method
IBNR Type Estimated Actual Difference
- ------------------------------------ ----------- --------- ----------
<S> <C> <C> <C>
Property Pro-Rata excl. Catastrophes $11.8 $14.5 $2.7
Property per Risk Excl. Catastrophes 0.9 2.4 1.4
Property Catastrophe 11.1 11.1 0.0
Non-Standard Auto 12.7 12.1 (0.7)
Standard Auto 22.1 18.8 (3.3)
General Liability 63.7 52.3 (11.3)
Professional Liability 10.7 9.3 (1.4)
Workers' Compensation 9.1 10.1 1.0
Bonds; Fidelity & Surety 3.2 4.0 0.8
Marine 2.7 0.0 (2.7)
Inherent Defect Insurance 0.5 0.0 (0.5)
Agricultural 0.1 0.0 (0.1)
Facultative Casualty 85.7 80.7 (5.0)
------ ------ -------
Total $243.3 $215.2 ($19.1)
====== ====== =======
</TABLE>

Dillon, Read & Co. Inc. B - 22 SCOR U.S. Corporation

<PAGE>

Confidential

LOSS RESERVES (CONT'D)

- - KPMG Peat Marwick has periodically reviewed the Loss and Loss Adjustment
Expense Reserve

- - The last review was December 31, 1993 (no rating agency need in 1994)
and resulted in the following analysis:

($ in millions)

Low Selected High
-------- ---------- --------

Case Reserves $170.4 $170.4 $170.4

IBNR 137.6 154.6 173.6
----- ----- -----

Total 308.0 325.0 344.0

Covered Reserves 340.4

Differential $32.4 $15.4 $(3.6)
===== ===== ======

Dillon, Read & Co. Inc. B - 23 SCOR U.S. Corporation

<PAGE>

Confidential

RETROCESSION

($ in millions)

- - SCOR U.S.'s retrocession program appears adequate in relation to its
surplus capacity, gross line capacity and changing market conditions

- Record of recovery is excellent

- Pricing is independent of SCOR S.A.

<TABLE><CAPTION>
Treaty Facultative Catastrophe
--------------------------- --------------------------- ---------------------
<S> <C> <C> <C>
Property $3 SCOR S.A. $13.0 SCOR S.A. (Prop.) -
(Proportional) 4.0 X/S 3.0 Non-Affiliate
2.0 X/S 4.0 SCOR S.A.

Casualty - $2.5 X/S 2.5 SCOR S.A. -
1.5 X/S 1.0 SCOR S.A.
(experience rated)

Prop. CAT $6 SCOR S.A. - $6X/S $20 Pre (Lead)
(Proportional) 6X/S 26 Lloyds
6X/S 32 Lasalle
10X/S 38 Non-Affiliate
12X/S 48 PXRE
8X/S 60 Zurich (Sale)
</TABLE>

Dillon, Read & Co. Inc. B - 24 SCOR U.S. Corporation

<PAGE>

Confidential

EXPOSURE MANAGEMENT

- - SCOR U.S. monitors its total exposure to various catastrophic events
quarterly

- Company has continued to reduce its estimated exposures
primarily through a reduction in its property pro-rata book

- Company diversifying its aggregate exposures

- - Estimated exposures are in line with SCOR U.S.'s surplus capacity (net
of CAT)

($ in Millions)

Wind (25 Year Event) Earthquake ($80b Event)
-------------------- -----------------------
1/1/94 $28.6 MM $118.0 MM
7/1/95 21.8 MM 112.5 MM

Dillon, Read & Co. Inc. B - 25 SCOR U.S. Corporation

<PAGE>

Confidential

INVESTMENT PORTFOLIO

(Dollars in 000s)
As of 9/30/95
------------------------------
Amount % Total
----------- ------------

Taxable Bonds $341,997 48%
Tax-Exempt Bonds 210,184 30
----------- ------------
Total Bonds $552,181 78%
Preferred Stock 33,521 5
Common Stock 170 0
Short-Term Investments 122,794 17
Other 1,374 0
----------- ------------
Total Investments $710,040 100%
=========== ============
Average Maturity 4.81
Average Rating Aaa
Yield:
- ------
Bond Portfolio 6.2%
Equity Portfolio 5.3

Dillon, Read & Co. Inc. B - 26 SCOR U.S. Corporation

<PAGE>

Confidential

INVESTMENT PORTFOLIO (CONT'D)

- - As of December 1994, the ratings of SCOR's bond portfolio were as follows:

(Dollars in 000s)

Carrying % Total
Bond Portfolio Value Portfolio
------------------------------------------ ---------- ----------
U.S. Treasuries and Agencies $158,571 28.6%
Foreign Government and Agencies 14,636 2.6%
Aaa 202,626 36.5%
Aa 89,607 16.2%
A 86,346 15.6%
Baa 2,787 0.5%
---------- --------
Total $554,573 100%

Dillon, Read & Co. Inc. B - 27 SCOR U.S. Corporation

<PAGE>

Confidential

PRINCIPAL SHAREHOLDERS (a)

Shares Held
Institution as of 6/95 % of Outstanding
- --------------------------------------- ----------- ----------------
Tweedy Browne 949,533 5.2%
Dimensional Fund 611,700 3.4
Prudential 213,900 1.2
Wilshire Associates 204,100 1.1
Wells Fargo 184,429 1.0
Sanford Bernstein 106,600 0.5
J.P. Morgan 56,000 0.3
Brandywine Asset Management 53,900 0.3
Mellon Bank 53,621 0.3
California State 51,463 0.3
----
13.7%
=====
- -------------
(a) Source: Technimetrics, Inc.

Dillon, Read & Co. Inc. B - 28 SCOR U.S. Corporation

<PAGE>

SCOR U.S. VALUATION INDICATORS

<PAGE>

Confidential

VALUATION APPROACH

Valuation Approach Proxy
<TABLE>
<S> <C>
- - Comparable Trading Analysis - Trading multiples of comparable reinsurance
companies

- Correlation of price-to-book trading multiples
to ROE for reinsurance comparables

- - Comparable Merger Analysis - Multiples and premiums paid for acquisitions
in the reinsurance industry

- - Economic Book Value Analysis - Adjustments to reported book value

- - Discounted Cash Flow Analysis - Based on 1995 - 2000 projections of cash flows

- - Premium Analysis - Premiums paid in comparable minority "close out"
transactions

Dillon, Read & Co. Inc. C - 1 SCOR U.S. Corporation

<PAGE>

Confidential

SCOR U.S. ONE YEAR PRICE AND VOLUME HISTORY

</TABLE>
<TABLE><CAPTION>
DAILY STOCK PRICE

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 8.50 $ 8.00 $ 8.00 $ 7.50 $ 8.00 $ 9.00 $ 9.00 $ 9.00 $11.00 $11.50 $11.50 $15.50

</TABLE>

DAILY VOLUME

1/2/95 0

1/18/95 18,000

2/3/95 5,000

2/21/95 2,500

3/9/95 2,000

3/27/95 2,000

4/12/95 1,500

4/28/95 1,500

5/16/95 1,500

6/1/95 1,500

6/19/95 1,500

7/5/95 1,500

7/21/95 1,500

8/8/95 1,500

8/24/95 1,500

9/11/95 1,500

9/27/95 180,000

10/13/95 1,500

11/1/95 1,500

Dillon, Read & Co. Inc. C - 2 SCOR U.S. Corporation

<PAGE>

Confidential

TRADING VOLUME SINCE ANNOUNCEMENT OF TRANSACTION

Rolling Average since
Date SUR Volume Announcement
---------- ---------- ---------------------
11/1 2,900 16,646
10/31 13,700 17,156
10/31 13,700 17,288
10/30 5,400 17,432
10/27 800 17,933
10/26 5,100 18,678
10/25 2,600 19,295
10/24 6,700 20,090
10/23 600 20,760
10/20 0 21,821
10/19 11,600 24,388
10/18 4,000 25,188
10/17 11,200 26,600
10/13 1,000 27,700
10/12 1,500 29,754
10/11 4,000 32,108
10/10 14,000 34,664
10/9 5,000 36,730
10/6 4,900 40,256
10/5 1,500 44,675
10/4 2,600 50,843
10/3 3,000 58,883
10/2 13,900 70,060
9/29 44,900 84,100
9/28 34,300 97,167
9/27 73,000 128,600
9/26 184,200 184,200
-----------
Total 466,100

Dillon, Read & Co. Inc. C - 3 SCOR U.S. Corporation

<PAGE>

Confidential

STOCK PRICE PERFORMANCE OF COMPARABLE COMPANIES

Pricing Date
<TABLE><CAPTION>
American Re Corp General Re Corp NAC Re Corp S&P 500
S&P Financial Transatlantic Hldgs Inc SCOR PXRE

Dillon, Read & Co. Inc. C - 4 SCOR U.S. Corporation

<PAGE>

Confidential
<TABLE><CAPTION>

PRICE-TO-BOOK VALUE RATIOS FOR COMPARABLE COMPANIES(a)

Date American Re General Re NAC Re Transatlantic PXRE SCOR
<S> <C> <C> <C> <C> <C> <C>
12/31/89 NA 2.67 NA NA 1.05 1.22
3/31/90 NA 2.63 1.85 NA 0.86 1.03
6/30/90 NA 2.51 1.84 1.59 0.85 0.83
9/30/90 NA 2.18 1.38 1.19 0.48 0.72
12/31/90 NA 2.6 1.7 1.48 0.58 0.98
3/31/91 NA 2.48 1.84 1.86 0.65 1.1
6/30/91 NA 2.33 1.72 1.7 0.68 0.94
9/30/91 NA 2.07 1.55 1.59 0.7 1.13
12/31/91 NA 2.26 2.01 1.78 0.79 1.07
3/31/92 NA 2.01 1.62 1.59 0.79 1.19
6/30/92 NA 1.82 1.45 1.41 0.57 1.11
9/30/92 NA 2.16 1.94 1.91 0.66 1.09
12/31/92 NA 2.32 2.33 2.28 0.87 1.19
3/31/93 2.64 2.28 2.31 1.95 1.3 1.29
6/30/93 2.23 2.16 1.9 1.93 1.54 1.07
9/30/93 2.14 2.22 1.87 1.92 1.74 1.04
12/31/93 1.67 1.88 1.41 1.55 1.24 0.81
3/31/94 1.59 1.86 1.3 1.43 0.96 0.74
6/30/94 1.85 1.9 1.49 1.61 1.15 0.81
9/30/94 1.8 1.79 1.32 1.51 1.19 0.83
12/31/94 1.92 2.08 1.84 1.68 1.13 0.64
3/31/95 1.89 2.06 1.45 1.69 0.94 0.55
6/30/95 1.84 1.92 1.12 1.67 1.07 0.61
11/1/95 1.89 2.1 1.56 1.74 1.14 1.02
</TABLE>

- ------------
(a) Source: Compustat Industrial.

Dillon, Read & Co. Inc. C - 5 SCOR U.S. Corporation

<PAGE>

Confidential

<TABLE><CAPTION>
ONE-YEAR FORWARD P/E RATIOS FOR COMPARABLE COMPANIES (a)
(FY + 1 P/E)

12/31/89 3/31/90 6/30/90 9/30/90 12/31/90 3/31/91 6/30/91 9/30/91 12/31/91 3/31/92 6/30/92 9/30/92
-------- ------- ------- ------- -------- ------- ------- ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
General Re 15x 12.5x 13.5x 12x 14x 14x 13x 14x 15x 13.5x 13.5x 15x

NAC Re 17 12.5 15 11 14 14 14 13 15 15 12.5 14.5

Transatlantic 8 12 13 13 13 14 12 9 11.5

SCOR 17 8 8 7 9 9 7.5 7.5 8 10 9 7.5

PXRE 13 7.5 25 35 30 20 8 9 19 9 9.5 12

<CAPTION>
12/31/92 3/31/93 6/30/93 9/30/93 12/31/93 3/31/94 6/30/94 9/30/94 12/31/94 3/31/95 6/30/95 9/30/95 11/1/95
-------- ------- ------- ------- -------- ------- ------- ------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
General Re 21x 17x 16x 19x 17x 14.5x 17x 15x 17x 15x 15x 16x 15.5x

NAC Re 16 18 17 20 18 13.5 15 14 14 14 14 13.5 15

Transatlantic 19 14 14 16 14.5 12 14 13.5 13 12.5 13 12.5 13

SCOR 36 12 9.5 11.5 12 8 21 16 13 9 9.5 17.5 16.5

PXRE 12 19 14.5 15 12.5 7.5 5.5 6.5 6 5 5 5 5

</TABLE>

- ------------
(a) One year forward P/E ratios taken from IBES database (based on median
EPS estimates).

Dillon, Read & Co. Inc. C - 6 SCOR U.S. Corporation

<PAGE>

Confidential

COMPARABLE COMPANIES - OBSERVATIONS

- - Public market valuations of U.S. reinsurers are analyzed on forward
price/earnings multiples and on price/book value multiples

- Reasonably good correlation between return on equity and
price-to-book multiples

- Book value multiples distorted due to possible under-reserving
by the sector in general and FASB115

- - Historically, significant movements in stock prices have been the result
of several factors

- Perceived change in industry fundamentals, i.e., an expected turn
in P/C pricing

- Secular interest rate movements/expectations

- Earnings surprises

- - Trading multiples suggest that the stronger reinsurers with certain
characteristics have achieved premium valuation relative to their peers

- Direct reinsurers more profitable than broker reinsurers

- Property reinsurers have more volatility in earnings and therefore
lower relative P/E

- Larger casualty companies with greater market share, and to
some extent greater pricing power, more profitable than smaller
companies

- Non-proportional reinsurers have been more profitable than
proportional reinsurers

Dillon, Read & Co. Inc. C - 7 SCOR U.S. Corporation

<PAGE>

Confidential

CURRENT 1995E P/E MULTIPLES
<TABLE><CAPTION>

Prudential NAC Re Transatlantic Trenwick PXRE General American National
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1995E P/E(a) 15.7x 14.7x 13.2x 13.1x 5.2x 15.8x 12.8x 12.0x

Broker Average 14.2x(b) Direct Average 13.5x
</TABLE>

- -------------
(a) E.P.S. estimates based on I/B/E/S, based on 11/1/95 Stock prices

(b) Excludes PXRE

Dillon, Read & Co. Inc. C - 8 SCOR U.S. Corporation

<PAGE>

Confidential

CURRENT 1996E P/E MULTIPLES

<TABLE><CAPTION>
NAC Re Trenwick Transatlantic Prudential PXRE General American National
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1995E P/E(a) 12.6x 11.8x 11.3x 11.3x 5.0x 14.1x 10.7x 10.7x

Broker Average 11.8x(b) Direct Average 11.8x
</TABLE>
- --------------
(a) E.P.S. estimates based on I/B/E/S, based on 11/1/95 Stock prices

(b) Excludes PXRE

Dillon, Read & Co. Inc. C - 9 SCOR U.S. Corporation

<PAGE>

Confidential

CURRENT BOOK VALUE TRADING MULTIPLES

<TABLE><CAPTION>
Transatlantic NAC Re Trenwick Prudential PXRE General American National
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Price-to-Book Multiple(a) 1.7x 1.6x 1.5x 1.2x 1.1x 2.1x 1.9x 1.6x

Broker Average 1.4x(b) Direct Average 1.9x
</TABLE>
- --------------
(a) Based on 11/1/95 Stock price and latest book value

Dillon, Read & Co. Inc. C - 10 SCOR U.S. Corporation

<PAGE>

Confidential

COMPARISON OF CURRENT FINANCIAL STATISTICS

($ in millions)
<TABLE><CAPTION>
Broker Companies Direct Companies
----------------------------------------------------------- ----------------------------
SCOR U.S. NAC Re PXRE Prudential Transatlantic Trenwick American General National
--------- ------ ---- ---------- ------------- -------- -------- ------- --------

PARENT Capitalization
- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total Debt $121.3 $218.0 $69.7 $19.3 $0.0 $103.5 $450.0 $156.0 $100.0
Preferred 0.0 0.0 0.0 0.0 0.0 0.0 225.0 0.0 0.0
Shareholders' Equity 272.7 405.8 192.4 877.4 894.1 218.8 953.1 5,708.0 346.0
------- ------- ------ ------ ------ ------ -------- -------- ------
Total Capitalization $394.0 $623.8 $262.1 $896.7 $894.1 $322.3 $1,628.1 $5,864.0 $446.0
======= ======= ====== ====== ====== ====== ======== ======== ======

Shareholders' Equity/
Total 69.2% 65.1% 73.4% 97.9% 100.0% 67.9% 72.4% 97.3% 77.6%
Capitalization

Business
- --------

% of 1994 Property Business 53% 20% 100% 51% 35% 25% 35% 25% 26%

INSURANCE Company
- -----------------

Statutory Surplus @ 6/30/95 $243(a) $436 $212(a) $640 $591(a) $244 $1,120 $4,228(a) $386(a)

1994 Statutory Net Income (1) 27 34 3 86 20 130 511 41
LTM Premiums/Surplus(b) 1.0x 1.1x 0.5x 1.4x 1.6x 0.7x 1.5x 1.1x 0.8x

LTM Premiums/Reserves 0.4 0.4 1.4 0.4 0.4 0.3 0.4 0.3 0.3

RATINGS
- -------

Moody's Senior Debt Rating A3 Baa2 Ba2 NA NA Baa3 Baa2 Aa1+ Baa1
S&P Senior Debt Rating A+ A- BB- NA NA BBB(cvt.) BBB+(sub) AAA A+
S&P Claims-Paying Rating A+ AA- A- A NR A AA AAA NA

</TABLE>
- --------------------------------

(a) As of December 31, 1994.
(b) As of most recent quarter.

Dillon, Read & Co. Inc. C - 11 SCOR U.S. Corporation

<PAGE>

Confidential
<TABLE><CAPTION>
COMPARISON OF CURRENT TRADING LEVELS

Broker Companies
----------------------------------------------------------------
SCOR U.S. NAC Re PXRE Prudential Transatlantic Trenwick
---------- -------- ------------ --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Current Price (11/1/95) $15.250 $36.000 $25.125 $20.375 $68.000 $49.500

Year High 15.750 39.000 29.750 20.750 70.375 53.000

% of Year High 96.8% 92.3% 84.5% 98.2% 96.6% 93.4%
Equity Value(MM) $277.0 $632.3 $219.2 $1,018.8 $1,560.1 $321.3

Adjusted LTM P/E(a) 20.1x 16.4x 5.5x 16.5x 13.1x 11.9x

1995 E 16.6 14.7 5.2 15.7 13.2 13.1
1996 E 15.7 12.6 5.0 11.3 11.3 11.8

Projected 5 year EPS Growth NA 16.0% 15.0% NA 15.0% 14.0%
Rate(b)
Market/Book Value 1.0x 1.6x 1.1x 1.2x 1.7x 1.5x

Market/Adjusted Book Value(c) 0.8 1.1 1.0 0.9 1.4 1.2
Market/Statutory Surplus 1.1 1.5 1.0 1.6 2.6 1.3

Dividend Yield 1.3% 0.4% 2.4% 0.6% 0.6% 2.3%

ROAE 5.5% 12.1% 25.0% 2.9% 14.5% 13.2%
Adjusted ROAE (a) 5.3% 10.2% 25.3% 2.5% 14.5% 13.2%

</TABLE>

Direct Companies
-------------------------------
American General National
---------- --------- ---------
Current Price (11/1/95) $38.375 $146.375 $33.625

Year High 43.125 153.250 35.375

% of Year High 89.0% 95.5% 95.1%
Equity Value(MM) $1,805.5 $12,006.9 $567.1

Adjusted LTM P/E(a) 14.8x 16.3x 14.5x

1995 E 12.8 15.8 12.0
1996 E 10.7 14.1 10.7

Projected 5 year EPS Growth 15.0% 14.0% 13.0%
Rate(b)
Market/Book Value 1.9x 2.1 1.6x

Market/Adjusted Book Value(c) 1.1 1.6 1.3
Market/Statutory Surplus 1.6 3.2 1.5

Dividend Yield 1.0% 1.3% 0.5%

ROAE 14.2% 15.1% 7.9%
Adjusted ROAE (a) 14.0% 14.0% 12.2%

- --------------------------------

(a) Adjusted earnings exclude the after-tax effect of net investment gains.
(b) Source: I/B/E/S.
(c) Adjusted book value includes unearned premiums reserve net of after-tax
deferred acquisition cost.

Dillon, Read & Co. Inc. C - 12 SCOR U.S. Corporation

<PAGE>

Confidential

PRICE-TO-BOOK VS. RETURN ON EQUITY

Pretax tax return Multiple of Book Value
NRC 14.60% 1.6x
ARN 18.20% 2
GRN 18.50% 2.1
TRH 17.40% 1.8
Trenwich 12.90% 1.58
SUR 0.055 1

Dillon, Read & Co. Inc. C - 13 SCOR U.S. Corporation

<PAGE>

Confidential

VALUATION BASED ON TRADING COMPARABLES

(Dollars in millions, except per share data)

SCOR US Multiple Range Per Share Value
Reference Figure Low High Low High
- ------------------------- -------- ---- ---- ---- ----

1996E E.P.S.(a) $1.19 11.0x 15.0x $13.09 $17.85
Latest Book Value(b) $15.03 1.0x 1.3x $15.03 $19.55
Latest Surplus(b) 13.96 1.1 1.4 15.35 19.54

Average $14.49 - $18.98

- --------------------------------

(a) Company projections.
(b) Fully diluted, as of September 30, 1995.

Dillon, Read & Co. Inc. C - 14 SCOR U.S. Corporation

<PAGE>

Confidential

COMPARISON OF ACQUISITIONS
Approach:
- --------

- - Reviewed 32 mergers and acquisitions of property/casualty reinsurance
companies in the U.S. and in Europe.

- - Summarized financial ratios and statistics for 9 most comparable U.S.
transactions and reviewed multiples of net income, multiples of book value
and tangible book value.

Limitations:
- -----------

- - Declines in interest rates and other economic factors, including an
upturn in the property/catastrophe cycle, fueled a strong market for
insurance companies in 1992 and 1993 which didn't exist to the same
extent in 1994 and 1995.

- - Previous acquisitions generally occurred in different stock
market, economic environments and property/casualty cycles.

Dillon, Read & Co. Inc. C - 15 SCOR U.S. Corporation

<PAGE>

Confidential

PREMIUMS PAID IN SELECTED U.S. REINSURANCE TRANSACTIONS
<TABLE><CAPTION>

($ in millions)
Price Paid as a multiple of Acquiree
Announcement Aggregate Net Book Net Market ROAE of
Date Acquiree/Acquiror Value Income Value Premiums Value Acquiree
- ----------- ----------------------------------- --------- -------- ------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
08/07/95 Piedmont Management Company $85.4 24.6x 1.1x 0.6x 1.3x N.A.
Inc./Chartwell Re Corporation

01/06/95 Re Capital/ 131.6 18.0 1.0 1.7 1.4 6.8%
Zurich Centre Re

12/21/94 Constitution Re/ 400.0 N.A. 1.4 N.A. N.A. N.A.
Exor America Inc.

07/29/93 Underwriters Reinsurance Co. 216.1(1) N.A. 1.4 N.A. N.A. 19.0
(Sub. of Underwriters Re Holding)/
Allegheny Corp.

03/22/93 Kemper Re/Lumbermens Mutual 610.2 N.M. 1.8 N.A. N.A. N.M.

06/09/92 American Re-Insurance Corp. (Aetna) 1,429.5(2) 9.6x 1.2 1.4 N.A. 17.2
American Re Corp. (Formed by KKR.)

03/20/92 Belvedere Corp./ 37.4(3) 18.1 0.8 1.4 1.6x 4.5
Christiana General Insurance
(Sub. of UNI Storebrand AS)

01/10/92 Chartwell Re Corp. 71.0 8.9 1.1 N.A. N.A. N.A.
(Sub. of NWNL Companies)/
Wand Partners/Michigan Mutual

08/29/89 National Reinsurance Corp./ 395.1 10.4 1.4 N.A. N.A. 13.4
Robert M. Bass & Acadia
</TABLE>

Notes:

- --------------------------------

Notes: (1) Actual purchase is $201 MM for a 93% interest. Value is grossed
up for multiple purposes.
(2) GAAP financial data for multiples is as of 12/31/91.
(3) Actual purchase is $16.9MM for remaining 45.2% interest. Value is
grossed up for multiple purposes.

Dillon, Read & Co. Inc. C - 16 SCOR U.S. Corporation

<PAGE>

Confidential
SUMMARY OF SELECTED EUROPEAN REINSURANCE TRANSACTIONS
(millions(1))
<TABLE><CAPTION>
Implied
Price Price/
---------------------------
Announcement % for Net Net Book
Date Acquiree/Acquiror Deal Size Acquired 100% Premiums Income Value
- ------------ ------------------------------------- ---------- -------- -------- -------- ------ -----

<S> <C> <C> <C> <C> <C> <C> <C> <C>
09/23/94 Cologne Re/General Re DM 902 50.1% 1,800.4 0.4x 13.7x 2.6x

09/02/93 Francaise d'Assurance pour le FF 370.0 20.0% 1,850.0 2.8 12.9 1.0
Commerce Exterieur SA (COFACE)/
Societe Commerciale de Reassurance
(SCOR)
25/11/91 Lincoln European Reinsurance USD 11.0 96.6% 11.4 0.7 --- 0.8
Company/
Mapfre SA
16/11/91 Nederlandse Reassurantie Groep DF 1,113 41.0% 276 0.3 9.9 0.8
(NRG)/
Internationale Nederlanden Groep
(ING)
17/09/91 Pinnacle Reinsurance Co. Ltd/ USD 63.7 100.0% 63.7 -- 8.0 1.2
Zurich Versicherungs-Gesellschaft
16/05/91 Societe Anonyme Francaise de FF 463 100.0% 463 N.A. N.A. 0.7
Reassurance/
AGF Re
10/07/90 Legal & General (Victory Re)/NRG/ GBP 122 100.0% 122 0.7 N.A. N.A.
Nationale Nederlanden
08/05/88 Skandia International Holding AB/ SEK3,600.0 54.0% 6,666.7 0.9 15.2 2.8
Skandia AB
04/01/88 Vittoria Riassicurazioni/ USD 121.2 100.0% 121.2 1.0 N.M. N.M.
Societe Commerciale de Reassurance
02/10/87 Baltica Nordisk-Re/ DKR 1,200 100.0% 1,200 108 N.A. 1.6
Employers Re
</TABLE>

- ---------------
(1) $ Values converted at historic exchange rate existing at
time of transaction

Dillon, Read & Co. Inc. C - 17 SCOR U.S. Corporation

<PAGE>

Confidential

VALUATION BASED ON ACQUISITION COMPARABLES

(Dollars in millions, except per share data)
SCOR US Multiple Range Per Share Value
Figure --------------- ---------------
Reference Low High Low High

LTM Net Premiums (a) $237.4 1.1x 1.5x $14.37 $19.60

Latest Book Value (a) $15.03 1.0x 1.4x $15.03 $21.05

Average $14.70 - $20.32

- --------------------------------

(a) Fully diluted, as of September 30, 1995.

Dillon, Read & Co. Inc. C - 18 SCOR U.S. Corporation

<PAGE>

Confidential

ECONOMIC BOOK VALUE ANALYSIS

(Dollars in millions, except per share data)

9/30/95
-----------
GAAP Equity $277.4 MM

Goodwill (6.0)

Investment Portfolio 0.5

EDP System and Leasehold Improvements (11.0)

Deferred Income Tax Benefit (22.5)

Market Adjustment for Debt 7.6

Net Present Value of:

Prepaid Reinsurance (3.0) - (2.0)

Discount on Reserves 41.4 - 54.2

Imbedded Value of Unearned Prem. 18.0 - 19.6

Reserve Deficiency (20.0) - 0
------------------
Estimated Economic Book Value $281.4 - 316.8 MM
==================

Primary Per Share $15.49 - 17.43
==================

Fully Diluted Per Share $15.24 - 17.08
==================

Dillon, Read & Co. Inc. C - 19 SCOR U.S. Corporation

<PAGE>

Confidential
DISCOUNTED CASH FLOW ANALYSIS

- - We have also reviewed a valuation of SCOR based on a discounted cash flow
analysis

- Discounts cumulative stream of dividends to the present

- Assumes a terminal value based on a multiple of earnings in the
future

- - The discounted cash flow analysis, however, has certain shortcomings
relative to the other analyses we have reviewed

- Difficulty in projecting earnings beyond one year in the insurance
industry

- The majority of the value resides in the terminal value

- - The key assumptions utilized were as follows:

Terminal Year: 2000
Premiums Earned Growth beyond 1997: 7%
Investment Income Growth beyond 1997: 8%
Discount Rate: 11% - 13%
Terminal Multiple of Earnings: 10.5x - 12.5x
SAP Tax Rate: 20%

Dillon, Read & Co. Inc. C - 20 SCOR U.S. Corporation

<PAGE>

Confidential

<TABLE><CAPTION>
DISCOUNTED CASH FLOW VALUATION - PROJECTIONS

(Dollars in millions)

SCOR U.S. Projections Dillon Read Projections
--------------------------------------------- ------------------------------------
1995 1996 1997 1998 --- 2000
---------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net Premiums Earned $259.3 $279.5 $329.2 $352.2 $403.3

Net Investment Income 42.4 44.8 47.2 51.0 59.5

Pretax Income(a) 29.3 33.7 41.7 46.8 54.6

Net Income(b) 23.4 27.0 33.4 37.4 40.4

SAP Dividends 24.3 24.3 24.5 25.4 28.0

Growth in Net Premiums Earned 13.6% 7.8% 17.8% 7.0% 7.0%

Growth in Investment Income 3.5 5.6 5.4 8.0 8.0

Loss Ratio 67.3 67.2 65.9 65.9 65.9
Commission Ratio 26.7 26.5 27.2 27.2 27.2
Expense Ratio 11.4 10.3 8.6 8.6 8.6
-------- -------- -------- -------- --------
Combined Ratio 105.3 104.0 101.7 101.7 101.7

Net Premiums/End of Year Surplus 1.1x 1.3x 1.3x 1.4x 1.4x
</TABLE>

- --------------------------------

(a) Excludes interest expense.
(b) Assures a 20% SAP Fox rate

Dillon, Read & Co. Inc. C - 21 SCOR U.S. Corporation

<PAGE>

Confidential

DISCOUNTED CASH FLOW VALUATION
(Dollars in millions)

- - Per Share Valuation:

Multiple of 2000 Earnings
---------------------------------------------------------------------------
Discount Rate 10.5x 11.5x 12.5x
----------------- --------------------- ---------------------------- --------------------
<S> <C> <C> <C> <C> <C>
11.0% $15.88 $17.47 $19.05

12.0% 15.17 16.70 18.22

13.0% 14.48 15.95 17.43

- - Indicative Valuation Range: $14.48 - $19.05 per Share

</TABLE>

Dillon, Read & Co. Inc. C - 22 SCOR U.S. Corporation

<PAGE>

Confidential
<TABLE><CAPTION>

CLOSE OUT PREMIUM ANALYSIS

Value Common
Price of Shares % of
Date Per Deal Aquired Shares
Announced Target Name Acquiror Name Share ($mil) (mil) Acq.
- --------- -------------------------- -------------------------- ------ ------- ------- -------
<s <C> <C> <C> <C> <C> <C>
12/28/94 Fleet Mortgage Group Inc Fleet Financial Group Inc $20.00 $188.1 9.4 19.0 %
09/08/94 Contel Cellular Inc GTE Corp 25.50 254.3 10.0 10.0
08/24/94 Castle & Cooke Homes Inc Dole Food Co Inc 15.75 81.5 5.6 17.0
07/28/94 Chemical Waste Management Inc WMX Technologies Inc 8.85 397.4 44.9 21.4
06/06/94 Ogden Projects Inc Ogden Corp 18.38 110.3 6.0 15.8
03/01/94 FoxMeyer Corp National Intergroup Inc 14.46 79.7 5.5 19.5
06/17/93 Hadson Energy Resources Corp Apache Corp 15.00 39.3 2.6 33.5
04/26/93 Southeastern Public Service Co DWG Corp 25.60 86.1 3.4 29.0
11/13/92 Brand Cos Inc Rust International Inc 18.75 185.0 9.9 44.0
08/17/92 PHLCORP Inc Leucadia National Corp 25.78 139.9 5.4 36.9
03/02/92 Grace Energy Corp WR Grace & Co 19.00 77.3 4.1 16.6
02/06/92 Spelling Entertainment Inc Charter Co(American Financial) 7.25 43.0 5.8 18.0
09/18/91 Arkla Exploration Co Arkla Inc 15.44 92.6 6.0 18.0
08/02/91 Envirosafe Services Inc EnviroSource Inc 11.69 16.8 1.4 37.4
07/28/91 Country Lake Foods Inc Land O' Lakes Inc 15.30 22.6 1.6 34.5
06/13/91 Weigh-Tronix Staveley Industries PLC 22.00 25.3 1.2 44.3
03/01/91 Metcalf & Eddy Cos Inc Air & Water Technologies Corp 19.25 51.0 2.7 18.0
01/25/91 Medical Management of America Investor Group 8.25 12.9 1.6 23.7
01/03/91 Ocean Drilling & Exploration Murphy Oil Corp 19.39 391.8 20.1 39.0
11/11/90 US WEST NewVector Group Inc US WEST Inc 45.03 437.5 9.7 19.0
10/23/90 ERC Environmental and Energy Ogden Corp 15.13 33.6 2.2 38.8
07/31/90 Freeport-McMoRan Oil and Gas Freeport McMoRan Inc 10.88 46.2 4.3 18.5
07/19/90 Caesars New Jersey Inc Ceasars World Inc 22.58 48.4 2.2 13.4
07/12/90 TVX Broadcast Group Inc Paramount Communications 9.50 61.4 6.5 21.0
07/06/90 Mack Trucks Inc Renault Vehicules Industriels 6.25 103.7 16.6 40.0
05/17/90 DST Systems Inc Kansas City Southern Inds Inc 15.85 39.1 2.2 11.5
05/08/90 ISS International Service Sys ISS International Service A/S 12.00 15.4 1.3 34.0
03/02/90 Shearson Lehman Brothers Hldgs American Express Co 12.90 360.0 27.9 39.0
01/24/90 Copperweld Corp Imetal SA 17.00 78.0 4.6 44.4

% Owned Premium Premium Premium
After 1 Day 1 Week 4 Weeks
Date Trans- Prior Prior Prior
Announced action to Deal to Deal to Deal
- --------- ------- -------- ------- -------
<S> <C> <C> <C> <C>
12/28/94 100 % 19.4% 18.5% 18.5%
09/08/94 100 43.7% 37.8% 36.0%
08/24/94 100 35.4% 41.5% 55.5%
07/28/94 100 10.6% 8.9% 1.1%
06/06/94 100 5.8% 17.6% 20.5%
03/01/94 100 7.1% 9.1% 11.2%
06/17/93 100 26.3% 27.7% 25.0%
04/26/93 100 65.2% 63.8% 86.2%
11/13/92 100 4.9% 13.6% 4.9%
08/17/92 100 12.1% 15.2% 28.9%
03/02/92 100 24.6% 21.6% 7.8%
02/06/92 100 52.6% 45.0% 45.0%
09/18/91 100 8.4% 28.7% 30.0%
08/02/91 100 16.9% 11.3% -2.6%
07/25/91 100 39.1% 45.7% 53.0%
06/13/91 98 41.9% 41.9% 44.3%
03/01/91 100 22.2% 16.7% 24.2%
01/25/91 100 65.0% 65.0% 65.0%
01/03/91 100 14.1% 24.1% 9.2%
11/11/90 100 47.6% 58.0% 83.8%
10/23/90 100 37.5% 44.1% 44.1%
07/31/90 100 36.0% 42.6% 47.4%
07/19/90 100 40.0% 49.2% 44.5%
07/12/90 100 26.7% 90.0% 85.2%
07/06/90 100 19.0% 19.0% 21.8%
05/17/90 99 24.3% 40.9% 51.0%
05/08/90 100 54.8% 60.0% 60.0%
03/02/90 100 -0.8% 18.6% 7.5%
01/24/90 100 47.8% 41.7% 33.3%

- -------------------------------------------------------
All Close outs: Average 29.2% 35.1% 35.9%
Median 26.3% 37.8% 33.3%
High 65.2% 90.0% 86.2%
Low -0.8% 8.9% -2.6%
- -------------------------------------------------------

</TABLE>

Dillon, Read & Co. Inc. C-23 SCOR U.S. Corporation

<PAGE>

Confidential

CLOSE OUT PREMIUM VALUATION

SUR Implied
Stock Applicable Offer
Price Premium Price
----------- ---------------- -----------

1 Day Prior to Transaction $11.125 29.2% $14.37

1 Week Prior to Transaction 11.500 35.1% 15.54

4 Weeks Prior to Transaction 11.500 35.9% 15.63

Valuation Based on Premium Analysis $14.37 - $15.63

Dillon, Read & Co. Inc. C - 24 SCOR U.S. Corporation

<PAGE>

Confidential

SUMMARY OF VALUATION INDICATORS

PRICE PER SHARE

HIGH LOW

Comparable Trading $18.98 $14.49

Comparable Acquisitions 20.32 14.70

Economic Book Value Analysis 17.08 15.24

Discounted Cash Flow 19.05 14.48

Premium Analysis 15.63 14.37

Dillon, Read & Co. Inc. C - 25 SCOR U.S. Corporation

Dillon, Read & Co. Inc.
SCOR U.S. Corporation
Analysis of Comparable Companies

CURRENT TRADING STATISTICS
(Dollars in millions)

Broker Companies
-------------------------------------------------------------------------
SCOR U.S. NAC Re PXRE Corp. Prudential Re Transatlantic Trenwick
----------- ----------- ----------- ---------------- --------------- ----------

<S> <C> <C> <C> <C> <C> <C>
Current Price as of 11/01/95 $15.250 $36.000 $25.125 $20.375 $68.000 $49.500
52 week High 15.750 39.000 29.750 20.750 70.375 53.000

% of Year High 96.8% 92.3% 84.5% 98.2% 96.6% 93.4%
% of 52 week spectrum 93.9% 79.7% 47.1% 83.3% 89.5% 79.1%

Number of shares Outstanding MM 18.2 17.6 8.7 50.0 22.9 6.5

Equity Value $277.0 $632.3 $219.2 $1,018.8 $1,560.1 $321.3
====== ====== ====== ======== ======== ======
- ------------------------------------------------------------------------------------------------------------------------------------

Market Value of Equity to:
Adjusted P/E 20.1 x 16.4 x 5.1 x 16.5 x 13.1 x 11.9 x
1995 E 16.6 14.7 5.2 15.7 13.2 13.1
1996 E 15.7 12.6 5.0 11.3 11.3 11.8

- ------------------------------------------------------------------------------------------------------------------------------------

Projected 5 year EPS Growth Rate NA 16.0 % 15.0 % NA 15.0 % 14.0 %

Dividend Yield 1.3% 0.4% 2.4% 0.6% 0.6% 2.3%

ROAE 5.5% 12.1% 25.0% 2.9% 14.5% 13.2%
Adjusted ROAE 5.3% 10.2% 25.3% 2.5% 14.5% 13.2%

- ------------------------------------------------------------------------------------------------------------------------------------

Market/Book Value 1.0 x 1.6 x 1.1 x 1.2 x 1.7 x 1.5 x
Market/Adjusted Book Value 0.8 1.1 1.0 0.9 1.4 1.2
Market/Statutory Surplus 1.1 1.5 1.0 1.6 2.6 1.3

- ------------------------------------------------------------------------------------------------------------------------------------

Direct Companies
-----------------------------------------------
American Re General Re National Re
---------------- ------------- -------------
<S> <C> <C> <C>
Current Price as of 11/01/95 $38.375 $146.375 $33.625
52 week High 43.125 153.250 35.375

% of Year High 89.0% 95.5% 95.1%
% of 52 week spectrum 73.4% 84.9% 86.7%

Number of shares Outstanding MM 47.1 82.0 16.9

Equity Value $1,805.5 $12,006.9 $567.1
======== ========= ======
- ----------------------------------------------------------------------------------------------

Market Value of Equity to:
Adjusted P/E 14.8 x 16.3 x 14.5 x
1995 E 12.8 15.8 12.0
1996 E 10.7 14.1 10.7

- ----------------------------------------------------------------------------------------------

Projected 5 year EPS Growth Rate 15.0 % 14.0 % 13.0 %

Dividend Yield 1.0% 1.3% 0.5%

ROAE 14.2% 15.1% 7.9%
Adjusted ROAE 14.0% 14.2% 12.2%

- ----------------------------------------------------------------------------------------------

Market/Book Value 1.9 x 2.1 x 1.6 x
Market/Adjusted Book Value 1.1 1.6 1.3
Market/Statutory Surplus 1.6 3.2 1.5

- ----------------------------------------------------------------------------------------------

</TABLE>

<PAGE>
<TABLE><CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Dillon, Read & Co. Inc.
SCOR U.S. Corporation
Analysis of Comparable Companies
- ------------------------------------------------------------------------------------------------------------------------------------
Comparative Analysis
(Dollars in millions)

Broker Companies
--------------------------------------------------------------------------------
SCOR U.S. NAC Re PXRE Corp. Prudential Re Transatlantic Trenwick
----------- ----------- --------------- --------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Size:

Total Assets $1,187.6 $2,138.8 $183.6 $4,363.6 $3,674.9 $796.7
Book Value of Common 272.7 405.8 192.4 877.4 894.1 218.8
LTM Total Revenues 282.1 544.3 126.1 1,035.8 1,101.5 192.7
- ------------------------------------------------------------------------------------------------------------------------------------
Performance:

LTM Pretax Return on Average Equity 6.6% 14.6% 36.5% 2.8% 17.4% 16.4%
LTM Pretax Margin 6.0% 10.1% 49.6% 6.6% 12.9% 17.3%
Net Revenues 3 Year C.A.G.R. 4.0% 21.3% 53.9% -0.8% 28.6% 21.3%
Pretax Income 3 Year C.A.G.R. NM 242.5% NM -67.5% 18.7% -47.8%

<CAPTION>
Direct Companies
-------------------------------------------------
American Re General Re National Re
----------------- -------------- -------------
<S> <C> <C> <C>
Size:

Total Assets $7,071.4 $34,810.0 $1,641.6
Book Value of Common 953.1 5,708.0 346.0
LTM Total Revenues 1,809.2 5,067.0 340.0
- ----------------------------------------------------------------------------------------
Performance:

LTM Pretax Return on Average 18.2% 18.5% 10.9%
LTM Pretax Margin 8.8% 19.0% 10.3%
Net Revenues 3 Year C.A.G.R. NA 6.4% 4.8%
Pretax Income 3 Year C.A.G.R. NA 4.9% -18.4%
</TABLE>

<TABLE><CAPTION>
Credit Analysis
(Dollars in millions)

SCOR U.S. NAC Re PXRE Corp. Prudential Re Transatlantic Trenwick
----------- ----------- --------------- --------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Total Assets $1,187.6 $2,138.8 $183.6 $4,363.6 $3,674.9 $796.7
LT Debt 101.0 200.0 69.7 19.3 0.0 103.5
Preferred Stock 0.0 0.0 0.0 0.0 0.0 0.0
Common Equity 272.7 405.8 192.4 877.4 894.1 218.8
----- ----- ----- ----- ----- -----

Total capitalization $373.7 $605.8 $262.1 $896.7 $894.1 $322.3
====== ====== ====== ====== ====== ======

LT Debt/Total capitalization 27.0% 33.0% 26.6% 2.2% 0.0% 32.1%

- ------------------------------------------------------------------------------------------------------------------------------------

Net premiums/Statutory surplus 1.0 x 1.1 x 0.5 x 1.4 x 1.6 x 0.7 x
Total assets/Common equity 4.4 x 5.3 x 1.0 x 5.0 x 4.1 x 3.6 x

Total assets/Statutory surplus 4.9 4.9 0.9 6.8 6.2 3.3
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
American Re General Re National Re
----------------- -------------- -------------
<S> <C> <C> <C>
Total Assets $7,071.4 $34,810.0 $1,641.6
LT Debt 600.0 156.0 100.0
Preferred Stock 0.0 1.0 0.0
Common Equity 953.1 5,708.0 346.0
----- ------- -----

Total capitalization $1,553.1 $5,865.0 $446.0
======== ======== ======

LT Debt/Total capitalization 38.6% 2.7% 22.4%
- ----------------------------------------------------------------------------------------

Net premiums/Statutory surplus 1.5 x 1.1 x 0.8 x
Total assets/Common equity 7.4 x 6.1 x 4.7 x

Total assets/Statutory surplus 6.3 9.2 4.2
- ----------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Confidential

<TABLE><CAPTION>
PREMIUMS PAID IN SELECTED U.S. REINSURANCE TRANSACTIONS

($ in millions)

Announcement Aggregate
Date Acquiree/Acquiror Deal Description Value
- ------------ ---------------------------- --------------------------------- ---------

<S> <C> <C> <C>
08/07/95 Piedmont Management Company/ Chartwell announced it was $85.4
Chartwell Re Corp. acquiring RECO for $85.4MM from
Piedmont after Piedmont
completed its spin-off of
Lexington, an asset-manager.

01/06/95 Re Capital/ Zurich Centre Re acquired 131.6
Zurich Centre Re publicly-traded Re Capital in a
public auction. (John Deere
owned a 40% stake)

12/21/94 Constitutional Re/ Xerox Corp. sold its reinsurance 400.0
Exor America Inc. unit, Constitution Re., to Exor
American Inc. (an affiliate of
IFI)

10/25/93 American Skandia Life Hartford Life acquired the life 19.1
Reinsurance/Hartford Life reinsurance business of Skandia
(ITT Corporation) (Sweden), which specializes in
risk analysis and financial
reinsurance .

09/09/93 American Royal Reinsurance Australian insurer QBE Ins. 59.0
Co. Group acquired Royal
(Sub. of Royal Insurance)/QBE Insurance's U.S. reinsurance
Insurance subsidiary. American Royal
Rewrites property (50%),
casualty (30%), and accident and
health (20%) through
intermediaries on a treaty and
facultative basis.

<CAPTION>
Price Paid as a Multiple of Acquiree
--------------------------------------------
GAAP/Statutory
---------------------------------
Announcement Net Book Net Market ROAE of
Date Income Value Premiums Value Acquiree
- ------------ -------- ------- ---------- -------- ---------

<S> <C> <C> <C> <C> <C>
08/07/95 24.6x 1.1x 0.6x 1.3x N.A.

01/06/95 18.0 1.0 1.7 1.4 6.8%

12/21/94 N.A. 1.35 N.A. N.A. N.A.

10/25/93 N.A. N.A. N.A. N.A. N.M.
N.M. 1.2 0.7

09/09/93 N.A. N.A. N.A. N.A. N.A.
N.M. 1.09 142.6

</TABLE>

- -------------------------
(1) Actual purchase is $201 MM for a 93% interest.
Value is grossed up for multiple purposes.

Dillon, Read & Co. Inc. 2 - 1 SCOR U.S. Corporation
<PAGE>

Confidential

<TABLE><CAPTION>
PREMIUMS PAID IN SELECTED U.S. REINSURANCE TRANSACTIONS

($ in millions)

Announcement Aggregate
Date Acquiree/Acquiror Deal Description Value
- ------------ ---------------------------- --------------------------------- ---------

07/29/93 Underwriters Reinsurance Co. Allegheny Corporation purchased 216.1(1)
(Sub. of Underwriters Re the remaining 93% of
Holding)/ Alleghany Corp. Underwriters Re, which had been
in registration. Underwriters
was owned by a consortium led by
Goldman Sachs and Continental
Corporation, and wrote multi-
line insurance and specialized
coverages.

03/22/93 Kemper Re/Lumbermens Mutual Kemper swapped Kemper Re and its 610.2
50% interest in a risk
management company to Lumbermens
in exchange for Lumbermens 35%
stake in Kemper.

06/09/92 American Re-Insurance Corp. A KKR Fund purchased American 1,429.5(2)
(Sub. of Aetna) Re, the third largest P&C
American Re Corp. (Formed by Reinsurance Company in the U.S.,
KKR.) a direct writer, from Aetna.

05/14/93 Skandia America Reinsurance Centre Reinsurance Holdings, N.A.
Corp/ Bermudan subsidiary of Zurich
Zurich Versicherungs- Versicherungs-Gesellschaft, has
Gesellschaft acquired the reinsurance
business of Skandia America
Reinsurance (SARC) of the US
from Skandia. Terms were not
disclosed. SARC conducts non
life reinsurance business in the
US, Canada and Bermuda.

07/29/93 N.A. 1.41 N.A. N.A. 19.04
6.4x 1.20 153.2

03/22/93 N.M. 1.8 N.A. N.A. N.M.
N.M. 1.4 N.A.

06/09/92 9.6 1.2 142.3 N.A. 17.15
9.1 1.9 169.6

05/14/93 N.A. N.A. N.A. N.A. N.A.

</TABLE>

- --------------------------------

(2) GAAP financial data for multiples is as of 12/31/91.

Dillon, Read & Co. Inc. 2 - 2 SCOR U.S. Corporation

<PAGE>

Confidential

<TABLE><CAPTION>
PREMIUMS PAID IN SELECTED U.S. REINSURANCE TRANSACTIONS

($ in millions)

Announcement Aggregate
Date Acquiree/Acquiror Deal Description Value
- ------------ ---------------------------- --------------------------------- ---------
<S> <C> <C> <C>

03/20/92 Belvedere Corp./ Norwegian Unistorebrand 37.4(3)
Christiana General Insurance purchased US treaty property &
(Sub. of UNI Storebrand AS>) casualty reinsurer Belvedere
Corp.

02/18/92 Global Insurance Company/ Lawrence acquired this reinsurer 8.9
Lawrence Insurance Group of small/medium sized insurance
companies, which additionally
has small primary operations.

01/10/92 Chartwell Re Corp. Chartwell, a property casualty 71.0
(Sub. of NWNL Companies)/ reinsurance subsidiary of NWNL,
Wand Partners/Michigan Mutual was sold to an investor group
led by Wand Partners, an SG
Warburg affiliate, and Michigan
Mutual.

09/17/91 Mony Re Inc./ Folksamgruppen has acquired Mony 21.0
Folksamgruppen Re, a US life reinsurer, from
Mutual of NY.

05/17/90 Metropolitan Reinsurance Skandia, via its US subsidiary, 65.0
Company/ acquired the Reinsurance
Skandia AB Business Unit from Metropolitan
Reinsurance Company, subsidiary
of Metropolitan Life Insurance.

08/29/89 National Reinsurance Corp./ National Re, a multi-line P&C 395.1
Robert M. Bass & Acadia treaty reinsurer, was sold to a
management and Bass Acadia Fund
partnership. National Re had
been owned by Lincoln National.

08/03/88 General Reinsurance/Insurance General Re sold its life 300.0
Investment Associates reinsurance subsidiary to an
investment group.

02/18/92 N.A. 0.80 N.A. N.A. N.A.
9.6 0.67 39.8

01/10/92 8.9 1.08 N.A. N.A. N.A.
7.7 1.31 389.3

09/17/91 N.A. N.A. N.A. N.A. N.A.

05/17/90 N.A. N.A. N.A. N.A. N.A.

08/29/89 10.4 1.41 N.A. N.A. 13.4
11.7 1.98 140.6 16.9

08/03/88 11.0 0.9 N.A. N.A. 8.7
9.4 2.0 20.3

- --------------------------------

(3) Actual purchase is $16.9MM for remaining 45.2% interest.
Value is grossed up for multiple purposes.

</TABLE>

Dillon, Read & Co. Inc. 2 - 3 SCOR U.S. Corporation

<PAGE>

Confidential

<TABLE><CAPTION>
SUMMARY OF SELECTED EUROPEAN REINSURANCE TRANSACTIONS
(LCL/$MILLIONS, EXCEPT LIT BILLIONS (1))

Implied

Announcement % Price for Net Net Book
Date Acquiree/Acquiror Deal Description Deal Size Acquired 100% Premiums Income Value
- ------------ ------------------- ------------------------------- --------- -------- --------- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
09/23/94 Cologne Re/General General Re and Colonia formed a DM 902 50.1% 1,800.0 $4,073 $131 $695
Re new company that acquired 75%
of the common and 30% of the
preferred shares (66% economic
interest) in Cologne Re.
General Re contributed $884MM
for the class of shares of the
new company while Colonia
contributed the Cologne Re
shares in exchange for the
Class A shares.

09/02/93 Francaise SCOR has acquired a 20% stake FF 370.0 20.0% 1,850.0 665.6 143.0 1,798.3
d'Assurance pour in COFACE from UAP and Caisse USD 67.0 335.0
le Commerce des Depots et Consignations,
Exterieur SA who hold 5% and 15%,
(COFACE)/ respectively. Under the terms
Societe of the deal, the sellers
Commerciale de exchanged 3 of their shares for
Reassurance (SCOR) every 31 SCOR shares, which
were valued at FF 600. COFACE
insures certain risks for the
French Government including
political, catastrophic and
monetary risks, certain
organized commercial risks,
political risks in connection
with overseas investment by
exporters, and exchange
guarantees. The company has an
international spread.

25/11/91 Lincoln European Mapfre of Spain has agreed to USD 11.0 96.6% 11.4 17.1 (1.8) 14.0
Reinsurance buy 96.6% of Lincoln European BFR 359.1 371.8 611.0 (66.0) 499.0
Company/ Reinsurance Company, the
Mapfre SA Brussels-based arm of Lincoln
National Corporation of the US.
The company underwrites
property and casualty lines,
the majority of which is
proportional reinsurance.

16/11/91 Nederlandse ING has bid for the remaining DF 1,113 41.0% 276 1,085.0 27.8 353
Reassurantie Groep 41% of shares in NRG (leading ($62) ($150) ($592)
(NRG)/ Dutch reinsurer) which it does
Internationale not already own. ING will pay
Nederlanden Groep DFl 113MM to minority
(ING) shareholders and make a capital
contribution to NRG of DFl
500MM.

<CAPTION>
Price/
---------------------------
Announcement Net Net Book
Date Premiums Income Value
- ------------ -------- ------ -----
<S> <C> <C> <C>
09/23/94 0.4x 13.7x 2.6x

09/02/93 2.8 12.9 1.0

25/11/91 0.7 N.M. 0.8

16/11/91 0.25x 9.93x 0.78x

</TABLE>

_________
(1) $ Values converted at historic exchange rate existing at time of
transaction.

Dillon, Read & Co. Inc. 2 - 4 SCOR U.S. Corporation

<PAGE>

Confidential

<TABLE><CAPTION>
SUMMARY OF SELECTED EUROPEAN REINSURANCE TRANSACTIONS

(LCL/$MILLIONS, EXCEPT LIT BILLIONS (1))

Implied

Announcement % Price for Net Net Book
Date Acquiree/Acquiror Deal Description Deal Size Acquired 100% Premiums Income Value
- ------------ ------------------- ------------------------------- --------- -------- --------- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
17/09/91 Pinnacle CE Health has sold Pinnacle USD 63.7 100.0% 63.7 -- 8.0 53.7
Reinsurance Co. reinsurance to Centre STG 36.8 36.8 -- 4.6 31.0
Ltd/ Reinsurance, subsidiary of
Zurich Zurich Insurance. To allow
Versicherungs- Centre Re to buy Pinnacle's
Gesellschaft business and not the whole
company, Pinnacle was first
sold to Vertex and then
transferred to Centre Re.

16/05/91 Societe Anonyme AGF Re is to merge with SAFR, FF 463 100.0% 463 N.A. N.A. 629
Francaise de which is 27% controlled by AGR ($78) ($107)
Reassurance/ Group, to form the second
AGF Re largest reinsurance company in
France. As the merger will not
give AGF a majority stake in
SAFR's capital, it will remain
independent. The deal is to be
carried out via a capital
raising operation on the part
of SAFR, which then absorbed
AGF Re through a share swap.

17/01/91 Hamburger Hannover Ruckversicherungs, DM N.A. N.A. N.A. N.A. N.A. N.A.
Internationale/ subsidiary of HDI, acquired the
Haftlichtverbrand reinsurance business of
der Deutschen Hamburger Internationale
Industrie VAG Rucksversicherung, from
Wolksfursoge Holding AG. Terms
were not disclosed.

10/07/90 Legal & General Legal and General sold Victory GBP 122 100.0% 122 173.7 N.A. N.A.
(Victory Re)/NRG/ Reinsurance to Netherlands USD ($227) ($227)
Nationale Reinsurance Group (NRG) for
Nederlanden B.P.122MM. The deal made NRG
the 11th biggest reinsurer.
This transaction comprises
proceeds in cash of GBP 122MM
for NGR and the release of GBP
18MM of further capital
resources held within L&G
subsidiary companies.

<CAPTION>
Price/
---------------------------
Announcement Net Net Book
Date Premiums Income Value
- ------------ -------- ------ -----
<S> <C> <C> <C>
17/09/91 -- 8.0 1.2

16/05/91 N.A. N.A. .74

17/01/91 N.A. N.A. N.A.

10/07/90 0.70x N.A. N.A.

</TABLE>
_________
(1) $ Values converted at historic exchange rate existing at time of
transaction.

Dillon, Read & Co. Inc. 2 - 5 SCOR U.S. Corporation

<PAGE>

Confidential

<TABLE><CAPTION>
SUMMARY OF SELECTED EUROPEAN REINSURANCE TRANSACTIONS

(LCL/$MILLIONS, EXCEPT LIT BILLIONS (1))

Implied

28/07/89 Societe SCOR is to merge with UAP FF -- 100.0% -- 5,857.4 238.1 2,761.5
Commerciale de Reassurance. The merger will
Reassurance/ be executed through a paper bid
Union des for SCOR & UAP Re from
Assurances de Compagnie Generales de
Paris Voitures, a shell listed
company in which UAP and
Assurances Generales de France
each own 40%.

01/05/89 Deutsche Continental Corporation of the DEM -- 100.0% -- 198.8 2.6 63.5
Continental US has sold its German USD 111.7 1.5 35.7
Ruecksversi- subsidiary for an undisclosed
cherung/ amount.
Societe
Commerciale de
Reassurance

24/09/88 Copenhagen Re/ The acquisition was made by FFR 560.0 85.0% 658.8 85.5 (0.6) 100.4
Groupama creating a reinsurance holding USD 83.1 97.8 12.4 (0.1) 14.6
co in which Groupama has an 85%
stake. The holding co will
have capital of USD 100MM of
which Copenhagen Re (parent
company) will contribute USD
15MM.

26/06/88 Imperial Chemicals ICI has agreed to sell its STG 10.0 100.0% 10.0 12.0 2.0 --
Reinsurance/ reinsurance subsidiary to QBE. USD 17.3 17.3 20.8 3.4 --
QBE Insurance
Group

<CAPTION>
Price/
---------------------------
Announcement Net Net Book
Date Premiums Income Value
- ------------ -------- ------ -----
<S> <C> <C> <C>
22/01/90 -- -- --

28/07/89 -- -- --

01/05/89 -- -- --

24/09/88 7.7 N.M. 6.6

26/06/88 0.8 5.1 --

</TABLE>

_________
(1) $ Values converted at historic exchange rate existing at time of
transaction.

Dillon, Read & Co. Inc. 2 - 6 SCOR U.S. Corporation

<PAGE>

Confidential

<TABLE><CAPTION>
SUMMARY OF SELECTED EUROPEAN REINSURANCE TRANSACTIONS

(LCL/$MILLIONS, EXCEPT LIT BILLIONS (1))

Implied

Announcement % Price for Net Net Book
Date Acquiree/Acquiror Deal Description Deal Size Acquired 100% Premiums Income Value
- ------------ ------------------- ------------------------------- --------- -------- --------- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
08/05/88 Skandia Skandia acquired the SEK3,600.0 54.0% 6,666.7 7,609.0 438.0 2,342.0
International outstanding shares of Skandia USD 556.8 1,031.1
Holding AB/ International Holding
Skandia AB reinsurance concern spun off 3
years ago. The offer to
Skandia International
shareholders is SEK 60 in cash
and 1 Skandia Insurance share.
The new shares issued will
represent 22.4% of its expanded
equity of 77.3MM shares.

04/01/88 Vittoria SCOR acquired practically the USD 121.2 100.0% 121.2 117.2 1.4 17.3
Riassicurazioni/ only large Italian reinsurer.
Societe Through the sale the divestor
Commerciale de Toro Assicurazioni recentered
Reassurance its activities on direct
insurance.

02/10/87 Baltica Nordisk- Baltica, a Danish insurance DKR 1,200 100.0% 1,200 $109 754
Re/ group, sold Baltica-Nordiske, ($173) ($173) ($109) N.A. ($109)
Employers Re its reinsurance business, to
Employers Re, a subsidiary of
General Electric Company, based
in Kansas.
The acquisition does not
include Baltica-Skandinavia
(UK).

<CAPTION>
Price/
---------------------------
Announcement Net Net Book
Date Premiums Income Value
- ------------ -------- ------ -----
<S> <C> <C> <C>
08/05/88 0.9 15.2 2.8

04/01/88 1.0 N.M. N.M.

02/10/87 108 N.A. 1.59

</TABLE>
_________
(1) $ Values converted at historic exchange rate existing at time of
transaction.

Dillon, Read & Co. Inc. 2 - 7 SCOR U.S. Corporation

<PAGE>
<TABLE><CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Dillon, Read & Co., Inc.
SCOR U.S CORP.
Selected Minority Close Out Transactions
- ------------------------------------------------------------------------------------------------------------------------------
Value Common % Owned
Price of Shares % of After
Date Per Deal Aquired Shares Trans-
Announced Target Name Acquiror Name Share ($mil) (mil) Acq. action
- --------- -------------------------- -------------------------- -------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
12/28/94 Fleet Mortgage Group Inc Fleet Financial Group Inc $20.00 $188.1 9.4 19.0 % 100 %
09/08/94 Contel Cellular Inc GTE Corp 25.50 254.3 10.0 10.0 100
08/24/94 Castle & Cooke Home Inc Dole Food Co Inc 15.75 81.5 5.6 17.0 100
07/28/94 Chemical Waste Management Inc WMX Technologies Inc 8.85 397.4 44.9 21.4 100
06/06/94 Ogden Projects Inc Ogden Corp 18.38 110.3 6.0 15.8 100
03/01/94 FoxMeyer Corp National Intergroup Inc 14.46 79.7 5.5 19.5 100
06/17/93 Hadson Energy Resources Corp Apache Corp 15.00 39.3 2.6 33.5 100
04/26/93 Southeastern Public Service Co DWG Corp 25.60 86.1 3.4 29.0 100
11/13/92 Brand Cos Inc Rust International Inc 18.75 185.0 9.9 44.0 100
08/17/92 PHLCORP Inc Leucadia National Corp 25.78 139.9 5.4 36.9 100
03/02/92 Grace Energy Corp WR Grace & Co 19.00 77.3 4.1 16.6 100
02/06/92 Spelling Entertainment Inc Charter Co(American Financial) 7.25 43.0 5.8 18.0 100
09/18/91 Arkla Exploration Co Arkla Inc 15.44 92.6 6.0 18.0 100
08/02/91 Envirosafe Services Inc EnviroSource Inc 11.69 16.8 1.4 37.4 100
07/25/91 Country Lake Food Inc Land O' Lakes Inc 15.30 22.6 1.6 34.5 100
06/13/91 Weigh-Tronix Staveley Industries PLC 22.00 25.3 1.2 44.3 98
03/01/91 Metcalf & Eddy Cos Inc Air & Water Technologies Corp 19.25 51.0 2.7 18.0 100
01/25/91 Medical Management of America Investor Group 8.25 12.9 1.6 23.7 100
01/03/91 Ocean Drilling & Exploration Murphy Oil Corp 19.39 391.8 20.1 39.0 100
11/11/90 US WEST NewVector Group Inc US West Inc 45.03 437.5 9.7 19.0 100
10/23/90 ERC Environmental and Energy Ogden Corp 15.13 33.6 2.2 38.8 100
07/31/90 Freeport-McMoRan Oil and Gas Freeport McMoRan Inc 10.88 46.2 4.3 18.5 100
07/19/90 Caesars New Jersey Inc Caesars World Inc 22.58 48.4 2.2 13.4 100
07/12/90 TVX Broadcast Group Inc Paramount Communications 9.50 61.4 6.5 21.0 100
07/06/90 Mack Trucks Inc Renault Vehicules Industriels 6.25 103.7 16.6 40.0 100
05/17/90 DST Systems Inc Kansas City Southern Inds Inc 15.85 39.1 2.2 11.5 99
05/08/90 ISS International Service Sys ISS International Service A/S 12.00 15.4 1.3 34.0 100
03/02/90 Shearson Lehman Brothers Hldgs American Express Co 12.90 360.0 27.9 39.0 100
01/24/90 Copperweld Corp Imetal SA 17.00 78.0 4.6 44.4 100
</TABLE>

Premium Premium Premium
1 Day 1 Week 4 Weeks
Date Prior Prior Prior
Announced to Deal to Deal to Deal
- --------- -------- ------- -------
12/28/94 19.4% 18.5% 18.5%
09/28/94 43.7% 37.8% 36.0%
08/24/94 35.4% 41.5% 55.5%
07/28/94 10.6% 8.9% 1.1%
06/06/94 5.8% 17.6% 20.5%
03/01/94 7.1% 9.1% 11.2%
06/17/93 26.3% 27.7% 25.0%
04/26/93 65.2% 63.8% 86.2%
11/13/92 4.9% 13.6% 4.9%
08/17/92 12.1% 15.2% 28.9%
03/02/92 24.6% 21.6% 7.8%
02/06/92 52.6% 45.0% 45.0%
09/18/91 8.4% 28.7% 30.0%
08/02/91 16.9% 11.3% -2.6%
07/25/91 39.1% 45.7% 53.0%
06/13/91 41.9% 41.9% 44.3%
03/01/91 22.2% 16.7% 24.2%
01/25/91 65.0% 65.0% 65.0%
01/03/91 14.1% 24.1% 9.2%
11/11/90 47.6% 58.0% 83.8%
10/23/90 37.5% 44.1% 44.1%
07/31/90 36.0% 42.6% 47.4%
07/19/90 40.0% 49.2% 44.5%
07/12/90 26.7% 90.0% 85.2%
07/06/90 19.0% 19.0% 21.8%
05/17/90 24.3% 40.9% 51.0%
05/08/90 54.8% 60.0% 60.0%
03/02/90 -0.8% 18.6% 7.5%
01/24/90 47.8% 41.7% 33.3%

- -------------------------------------------------------
All Close Outs: Average 29.2% 35.1% 35.9%
Median 26.3% 37.8% 33.3%
High 65.2% 90.0% 86.2%
Low -0.8% 8.9% -2.6%
- -------------------------------------------------------

- -------------------------------------------------------
Purchase 15-25% Average 27.8% 35.6% 38.1%
Median 24.6% 28.7% 30.0%
High 65.0% 90.0% 85.2%
Low 5.8% 8.9% 1.1%
- -------------------------------------------------------

<PAGE>

<TABLE><CAPTION>
DILLON, READ & CO. INC. 11/02/95
- ---------------------------------------------------------------------------------------------------------------------
Preliminary & Confidential SCOR U.S. CORPORATION
Discounted Cash Flow Analysis
(Dollars in millions)
- ---------------------------------------------------------------------------------------------------------------------
Actual Company Projections
------ -------------------
INCOME PROJECTIONS 1992 1993 1994 1995 1996 1997
-------- -------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Net Premiums Earned $192.1 $236.1 $228.2 $259.3 $279.5 $329.2
Net Investment Income 42.9 42.0 41.0 42.4 44.8 47.2
Net Investment Gains/(Losses) 15.0 12.9 1.0 0.7 -- --
-------- -------- ------- -------- ------- -------
Net Revenues 250.0 291.0 270.2 302.4 324.3 376.4

Losses and Expenses:
Losses and Expenses, net 160.5 156.3 191.3 174.4 187.7 216.8
Commissions, net 56.0 61.3 59.4 69.1 74.1 89.5
Other Operating Expenses 23.9 26.4 26.0 29.0 29.0 30.0
Other 4.3 4.1 4.0 0.6 (0.2) (1.6)
Interest Expense 4.6 8.0 8.9 -- -- --
-------- -------- ------- -------- ------- -------

Pretax Income 1995-2004 0.6 34.9 (19.5) 29.3 33.7 41.7
Income Taxes 20.0% (3.8) 7.0 (11.3) 5.9 6.7 8.3
-------- -------- ------- -------- ------- -------
Net Income from Continuing Ops. $4.4 $27.9 ($8.2) $23.4 $27.0 $33.4
======== ======== ======= ======== ======= =======

Extraordinary Items -- -- 0.4 -- -- --
Cum. Effect of Accting Change 2.8 (2.6) -- -- -- --
-------- -------- ------- -------- ------- -------
Net Income $7.2 $25.3 ($7.8) $23.4 $27.0 $33.4
======== ======== ======= ======== ======= =======

Annual Growth -87.5% 249.4% -131.0% -398.8% 15.1% 23.6%

Less: Preferred Dividends -- -- -- -- -- --
Net Income to Common $7.2 $25.3 ($7.8) $23.4 $27.0 $33.4
======== ======== ======= ======== ======= =======
- ---------------------------------------------------------------------------------------------------------------------

Growth in Net Premiums Earned 22.91% -3.31% 13.61% 7.79% 17.77%
Growth in Investment Income -1.95% -2.51% 3.51% 5.66% 5.35%

Loss Ratio 83.6% 66.2% 83.8% 67.3% 67.2% 65.9%
Commission Ratio 29.1% 26.0% 26.0% 26.7% 26.5% 27.2%
Expense Ratio 14.7% 12.9% 13.2% 11.4% 10.3% 8.6%
Combined Ratio 127.5% 105.1% 123.0% 105.3% 104.0% 101.7%

Return on Average Equity 9.6% 11.1% 13.4%
- ---------------------------------------------------------------------------------------------------------------------

Dividends ($24.3) ($24.3) ($24.5)

Dividend Payout Ratio 103.9% 89.9% 73.5%

Retained Earnings ($0.9) $2.7 $8.8

Surplus:
Beginning Statutory Surplus $243.4 $242.5 $245.2
Plus: Retained Earnings (0.9) 2.7 8.8
Other -- -- --
-------- ------- -------
Ending Statutory Surplus $242.5 $245.2 $254.1
======== ======= =======

Average Surplus $243.0 $243.9 $249.7
10% of Beginning Surplus 24.3 24.3 24.5

Minimum EOY Surplus (Multiple of Net Premiums) 1.7 x $152.5 $164.4 $193.6
Total Dividends Allowable 105.1 85.0
Net Premiums/End of Year Surplus 1.1 x 1.3 x

<CAPTION>
Projected
---------
INCOME PROJECTIONS 1998 1999 2000 2001 2002 2003 2004
------- ------- ------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Net Premiums Earned $352.2 $376.9 $403.3 $431.5 $461.7 $494.0 $528.6
Net Investment Income 51.0 55.1 59.5 64.3 69.4 74.9 80.9
Net Investment Gains/(Losses) -- -- -- -- -- -- --
------- ------- ------- --------- ------- ------- -------
Net Revenues 403.2 432.0 462.8 495.7 531.1 569.0 609.5

Losses and Expenses:
Losses and Expenses, net 232.0 248.2 265.6 284.2 304.0 325.3 348.1
Commissions, net 95.8 102.5 109.7 117.3 125.5 134.3 143.7
Other Operating Expenses 30.4 32.6 34.8 37.3 39.9 42.7 45.7
<PAGE>

Other (1.7) (1.8) (1.9) (2.1) (2.2) (2.4) (2.5)
Interest Expense -- -- -- -- -- -- --
------- ------- ------- --------- ------- ------- -------

Pretax Income 1995-2004 46.8 50.5 54.6 59.1 63.8 69.0 74.6
Income Taxes 20.0% 9.4 10.1 10.9 11.8 12.8 13.8 14.9
------- ------- ------- --------- ------- ------- -------
Net Income from Continuing Ops. $37.4 $40.4 $43.7 $47.2 $51.1 $55.2 $59.7
======= ======= ======= ========= ======= ======= =======

Extraordinary Items -- -- -- -- -- -- --
Cum. Effect of Accting Change -- -- -- -- -- -- --
------- ------- ------- --------- ------- ------- -------
Net Income $37.4 $40.4 $43.7 $47.2 $51.1 $55.2 $59.7
======= ======= ======= ========= ======= ======= =======

Annual Growth 12.2% 8.1% 8.1% 8.1% 8.1% 8.1% 8.1%

Less: Preferred Dividends -- -- -- -- -- -- --
Net Income to Common $37.4 $40.4 $43.7 $47.2 $51.1 $55.2 $59.7
======= ======= ======= ========= ======= ======= =======
- ----------------------------------------------------------------------------------------------------------------------------------

Growth in Net Premiums Earned 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0%
Growth in Investment Income 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 8.0%

Loss Ratio 65.9% 65.9% 65.9% 65.9% 65.9% 65.9% 65.9%
Commission Ratio 27.2% 27.2% 27.2% 27.2% 27.2% 27.2% 27.2%
Expense Ratio 8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 8.6%
Combined Ratio 101.7% 101.7% 101.7% 101.7% 101.7% 101.7% 101.7%

Return on Average Equity 14.4% 14.8% 15.2% 15.5% 15.8% 16.0% 16.3%
- ----------------------------------------------------------------------------------------------------------------------------------

Dividends ($25.4) ($26.6) ($28.0) ($29.6) ($31.3) ($33.3) ($35.5)

Dividend Payout Ratio 67.9% 65.8% 64.0% 62.6% 61.4% 60.3% 59.5%

Retained Earnings $12.0 $13.8 $15.7 $17.7 $19.7 $21.9 $24.2

Surplus:
Beginning Statutory Surplus $254.1 $266.1 $279.9 $295.6 $313.3 $333.0 $354.9
Plus: Retained Earnings 12.0 13.8 15.7 17.7 19.7 21.9 24.2
Other -- -- -- -- -- -- --
------- ------- ------- --------- ------- ------- -------
Ending Statutory Surplus $266.1 $279.9 $295.6 $313.3 $333.0 $354.9 $379.1
======= ======= ======= ========= ======= ======= =======

Average Surplus $260.1 $273.0 $287.8 $304.5 $323.2 $344.0 $367.0
10% of Beginning Surplus 25.4 26.6 28.0 29.6 31.3 33.3 35.5

Minimum EOY Surplus (Multiple of Net
Premiums) $207.2 $221.7 $237.2 $253.8 $271.6 $290.6 $310.9
Total Dividends Allowable 84.3 84.8 86.4 89.1 92.8 97.6 103.7
Net Premiums/End of Year Surplus 1.3 x 1.3 x 1.4 x 1.4 x 1.4 x 1.4 x 1.4 x
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

DILLON, READ & CO. INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Preliminary & Confidential
SCOR U.S. CORPORATION
Discounted Cash Flow Analysis
(Dollars in millions)
- -----------------------------------------------------------------------------------------------------------------------------------
PRESENT VALUE OF DIVIDENDS
- -------------------------- ------------------------------------------------------------
Discount 1996 1997 1998 1999 2000
NPV Value of Dividends Discounted to Rate ---------- ----------- --------- ---------- ------------
1/1/96 at Equity Discount Rates of: --------
- ------------------------------------------
<S> <C> <C> <C> <C> <C>
11.0% $21.8 $19.9 $18.6 $17.5 $16.6
12.0% 21.7 19.6 18.1 16.9 15.9
13.0% 21.5 19.2 17.6 16.3 15.2

NPV Value of Cumulative Dividends
Disc. 1/1/96 at Equity Discount Rates of:
- ------------------------------------------
11.0% $21.8 $41.8 $60.3 $77.9 $94.5
12.0% 21.7 41.2 59.3 76.2 92.1
13.0% 21.5 40.7 58.3 74.6 89.8
- -----------------------------------------------------------------------------------------------------------------------------------

NPV Value of Dividends and Equity Disc. Discount P/E 1996 1997 1998 1999 2000
to 1/1/96 at Equity Discount Rates of: Rate Multiple ---- ---- ---- ---- ----
- ------------------------------------------ --------- --------

11.0% 10.5 x $305.1 $357.3 $379.2 $388.3 $396.8
11.0% 11.5 332.1 387.3 409.5 417.9 425.6
11.0% 12.5 359.1 417.4 439.9 447.5 454.4

UNLEVERED PRESENT VALUE 12.0% 10.5 x $305.0 $353.9 $372.4 $378.4 $383.8
- ----------------------- 12.0% 11.5 331.9 383.7 402.3 407.2 411.5
12.0% 12.5 358.9 413.5 432.1 436.0 439.3

13.0% 10.5 x $304.8 $350.6 $365.9 $368.9 $371.3
13.0% 11.5 331.7 380.1 395.2 396.9 398.1
13.0% 12.5 358.7 409.6 424.5 424.9 424.9

----------------------------------------------------
NPV per Share of Dividends and Equity Disc. Discount P/E 1996 1997 1998 1999 2000
to 1/1/96 at Equity Discount Rates of: Rate Multiple ---- ---- ---- ---- ----
- ------------------------------------------ --------- --------
Net Debt (9/30/95) $108.3 11.0% 10.5 x $196.9 $249.0 $270.9 $280.1 $288.5
11.0% 11.5 223.9 279.1 301.2 309.6 317.3
11.0% 12.5 250.8 309.1 331.6 339.2 346.1

PRESENT VALUE OF EQUITY 12.0% 10.5 x $196.7 $245.6 $264.2 $270.2 $275.5
- ----------------------- 12.0% 11.5 223.7 275.4 294.0 298.9 303.3
12.0% 12.5 250.6 305.2 323.8 327.7 331.0

13.0% 10.5 x $196.5 $242.3 $257.6 $260.6 $263.0
13.0% 11.5 223.5 271.9 286.9 288.6 289.8
13.0% 12.5 250.4 301.4 316.2 316.6 316.6

NPV per Share of Dividends and Equity Disc. Discount P/E 1996 1997 1998 1999 2000
to 1/1/96 at Equity Discount Rates of: Rate Multiple ---- ---- ---- ---- ----
- ------------------------------------------- -------- --------

Shares (MM) 18.2 11.0% 10.5 x $10.84 $13.71 $14.91 $15.42 $15.88
11.0% 11.5 12.32 15.36 16.58 17.05 17.47
11.0% 12.5 13.81 17.02 18.26 18.67 19.05

PV PER SHARE 12.0% 10.5 x $10.83 $13.52 $14.54 $14.87 $15.17
- -------------------------------- 12.0% 11.5 12.31 15.16 16.19 16.46 16.70
12.0% 12.5 13.80 16.80 17.83 18.04 18.22

13.0% 10.5 x $10.82 $13.34 $14.18 $14.35 $14.48
13.0% 11.5 12.30 14.97 15.80 15.89 15.95
13.0% 12.5 13.79 16.59 17.41 17.43 17.43
<CAPTION>

PRESENT VALUE OF DIVIDENDS As of Year
- --------------------------
Discount 2001 2002 2003 2004
NPV Value of Dividends Discounted to Rate ------------ ------------- ------------- ------------
1/1/96 at Equity Discount Rates of: --------
- ------------------------------------------
<S> <C> <C> <C> <C>
11.0% $15.8 $15.1 $14.5 $13.9
12.0% 15.0 14.2 13.5 12.8
13.0% 14.2 13.3 12.5 11.8

NPV Value of Cumulative Dividends
Disc. 1/1/96 at Equity Discount Rates of:
- ------------------------------------------
11.0% $110.3 $125.4 $139.8 $153.7
12.0% 107.1 121.2 134.7 147.5
13.0% 104.0 117.3 129.8 141.6
- -----------------------------------------------------------------------------------------------------------------------------------

Assuming Sale at the End of
---------------------------
NPV Value of Dividends and Equity Disc. Discount P/E 2001 2002 2003 2004
to 1/1/96 at Equity Discount Rates of: Rate Multiple ---- ---- ---- ----
- ------------------------------------------ --------- --------

11.0% 10.5 x $404.7 $412.0 $419.0 $425.5
11.0% 11.5 432.7 439.3 445.6 451.4
11.0% 12.5 460.7 466.6 472.1 477.3

UNLEVERED PRESENT VALUE 12.0% 10.5 x $388.5 $392.9 $396.8 $400.5
- ----------------------- 12.0% 11.5 415.4 418.8 421.8 424.6
12.0% 12.5 442.2 444.6 446.6 448.7

13.0% 10.5 x $373.2 $374.9 $376.2 $377.3
13.0% 11.5 398.9 399.4 399.6 399.7
13.0% 12.5 424.5 423.9 423.1 422.2

Assuming Sale at the End of

NPV per Share of Dividends and Equity Disc. Discount P/E 2001 2002 2003 2004
to 1/1/96 at Equity Discount Rates of: Rate Multiple
- ------------------------------------------ --------- --------
Net Debt (9/30/95) $108.3 11.0% 10.5 x $296.4 $303.8 $310.7 $317.2
11.0% 11.5 324.4 331.1 337.3 343.1
11.0% 12.5 352.5 358.4 363.9 369.0

PRESENT VALUE OF EQUITY 12.0% 10.5 x $280.3 $284.6 $288.6 $292.2
- ----------------------- 12.0% 11.5 307.1 310.5 313.5 316.3
12.0% 12.5 333.9 336.4 338.5 340.4

13.0% 10.5 x $265.0 $266.6 $267.9 $269.0
13.0% 11.5 290.6 291.1 291.4 291.5
13.0% 12.5 316.3 315.6 314.8 313.9

Assuming Sale at the End of
---------------------------
NPV per Share of Dividends and Equity Disc. Discount P/E 2001 2002 2003 2004
to 1/1/96 at Equity Discount Rates of: Rate Multiple ---- ---- ---- ----
- ------------------------------------------- -------- --------

Shares (MM) 18.2 11.0% 10.5 x $16.32 $16.72 $17.10 $17.47
11.0% 11.5 17.86 18.23 18.57 18.89
11.0% 12.5 19.40 19.73 20.03 20.32

PV PER SHARE 12.0% 10.5 x $15.43 $15.67 $15.89 $16.09
- --------------------------------- 12.0% 11.5 16.91 17.09 17.26 17.41
12.0% 12.5 18.38 18.52 18.64 18.74

13.0% 10.5 x $14.59 $14.68 $14.75 $14.81
13.0% 11.5 16.00 16.03 16.04 16.05
13.0% 12.5 17.41 17.38 17.33 17.28

</TABLE>

Preliminary & Confidential 10:56 AM 02-Nov-95
SCOR U.S. CORPORATION
Weighted Average Cost of Capital
(Dollars in millions)
Dillon, Read & Co. Inc.

Estimation of Unlevered Asset Beta

Company Equity Total Market Debt/
Ticker Beta (a) Debt Equity Capitalization Capitalization
- ------------- ---------- -------- --------- -------------- --------------
<S> <C> <C> <C> <C> <C>
SCOR U.S. 0.49 $121.3 $277.0 $398.3 30.4%
NAC Re 0.79 200.0 632.3 832.3 24.0%
PXRE Corp 1.04 69.7 219.2 288.9 24.1%
Transatlantic 0.74 0.0 1,560.1 1,560.1 0.0%
Trenwick 0.65 103.5 321.3 424.8 24.4%
American Re 1.05 600.0 1,805.5 2,405.5 24.9%
General Re 0.83 157.0 12,006.9 12,163.9 1.3%
National Re 0.82 100.0 567.1 667.1 15.0%

Company Equity/ Unlevered
Ticker Capitalization Beta(b)
- ------------- -------------- ---------
<S> <C> <C>
SCOR U.S. 69.6% 0.39
NAC Re 76.0% 0.64
PXRE Corp 75.9% 0.83
Transatlantic 100.0% 0.74
Trenwick 75.6% 0.53
American Re 75.1% 0.83
General Re 98.7% 0.82
National Re 85.0% 0.72

Average Unlevered Asset Beta 0.73
=====
- --------------------------------------------------------------------------------------------------------------------------
Weighted Average Cost of Capital under Hypothetical Capital Structures

(D+P)/(ME+D+P) 4.8% 8.8% 12.8% 16.8%
(D+P)/ME 5.0% 9.6% 14.6% 20.1%

D/(ME+D+P) 4.8% 8.8% 12.8% 16.8%
ME/(ME+D+P) 95.3% 91.3% 87.3% 83.3%

Equity Beta (b) 0.76 0.79 0.81 0.84

Cost of Equity Over Bills (c) 11.8% 12.1% 12.3% 12.6%
Cost of Equity Over Bonds (d) 11.6% 11.8% 12.0% 12.2%
Average Cost of Equity 11.7% 11.9% 12.1% 12.4%

(D+P)/(BV+D+P) (g) 7.3% 13.2% 18.8% 24.2%

Cost of Debt 6.8% 7.0% 7.1% 7.3%
After-tax Cost of Debt (e) 4.4% 4.6% 4.6% 4.7%

Weighted Average Cost of Capital
Based on Bills 11.5% 11.4% 11.3% 11.2%
Based on Bonds 11.2% 11.1% 11.0% 10.9%

--------------------------------------------------------------------------------------------------------------
Average 11.36% 11.27 11.17% 11.08%
--------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Weighted Average Cost of Capital under Hypothetical Capital Structures

(D+P)/(ME+D+P) 20.8% 24.7% 28.8% 32.8% 36.7%
(D+P)/ME 26.2% 32.9% 40.4% 48.7% 58.1%

D/(ME+D+P) 20.8% 24.7% 28.8% 32.8% 36.7%
ME/(ME+D+P) 79.3% 75.3% 71.3% 67.3% 63.3%

Equity Beta (b) 0.88 0.92 0.96 1.00 1.06

Cost of Equity Over Bills (c) 12.8% 13.2% 13.5% 13.9% 14.3%
Cost of Equity Over Bonds (d) 12.4% 12.7% 13.0% 13.3% 13.7%
Average Cost of Equity 12.6% 12.9% 13.2% 13.6% 14.0%

(D+P)/(BV+D+P) (g) 29.4% 34.3% 39.1% 43.6% 48.0%

Cost of Debt 7.5% 8.0% 9.0% 11.0% 13.0%
After-tax Cost of Debt (e) 4.9% 5.2% 5.9% 7.2% 8.5%

Weighted Average Cost of Capital
Based on Bills 11.2% 11.2% 11.3% 11.7% 12.2%
Based on Bonds 10.9% 10.8% 10.9% 11.3% 11.8%

------------------------------------------------------------------------------------------------------------
Average 11.02% 11.01% 11.11% 11.49% 11.96%
------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------
Notes
(a) Source Bloomberg 11/2/95 calculated daily over two years over the S&P 500.
(b) Assumes a debt beta of 0.17 as given by Reilly and Joehnk in the Journal of
Finance, December, 1976. Unlevered asset beta calculated as:
[((D+P)/(ME+D+P)) Debt Beta + (ME/Me+D+P)*Equity Beta]. Equity Beta under
the hypothetical capital structures calculated as: [Asset Beta +((D+P)/ME)
*(Asset Beta - Debt Beta)]
(c) Cost of equity over bills calculated as: (Equity Beta*8.40%+5.46%) The 8.40%
figure is the estimated historical arithmetic mean, from 1926 to 1994,
returns over bills demanded by investors to invest in equities according
to Ibbotson Associates. The 5.46% figure our proxy for the risk free rate,
is the average yield on 3-Month Treasury Bills on November 2, 1995.
(d) Cost of equity over bonds calculated as (Equity Beta*7.00%+6.27%). The
7.00% figure is the estimated historical arithmetic mean, from 1926 to 1994,
rate over bonds demanded by investor to invest in equities according to
Ibbotson Associates. The 6.27% figure our proxy for the risk free rate,
is the average yield on 30 year Treasury Bond on November 2, 1995
(e) Using a tax rate of 35% which approximates that average combined federal
and state tax rates.
(f) Liquidation Value
(g) (D+P)/(BV+D+P)=[(D+P)/(ME+D+P)]*[{MBV*(1+[(D+P)/(ME])}/{1+(MBV*[(D+P)/ME])}
] where MBV=trading multiple of book value

Exhibit 10

November 8, 1995

SCOR U.S. Corporation
Two World Trade Center
New York, New York 10177

Dear Sirs:

By this letter agreement, each of the undersigned hereby confirms that,
notwithstanding the introductory language contained in Annex A to the Agreement
and Plan of Merger, dated as of November 2, 1995 (the "Merger Agreement"), by
and among SCOR U.S. Corporation, SCOR S.A. and SCOR Merger Sub Corporation, the
Minimum Tender Condition shall be satisfied if there shall have been validly
tendered and not withdrawn prior to the expiration date of the Offer a number
of Shares that, together with any Shares currently beneficially owned directly
or indirectly by Purchaser, constitutes at least 90% of the total Shares
outstanding as of the date the Shares are accepted for payment pursuant to the
Offer.

Terms used but not defined in this letter agreement shall have the meanings
given such terms in the Merger Agreement.

Except as expressly set forth in this letter agreement, the Merger
Agreement, as originally executed, shall remain in full force and effect.

This letter agreement may be executed in any number of counterparts, each
such counterpart being deemed to be an original instrument, and all such
counterparts shall together constitute the same agreement.

<PAGE>

Please confirm your agreement to the provisions of this letter agreement
by signing in the space provided below.

Very truly yours,

SCOR S.A.

By:/s/ Jacques Blondeau
--------------------------
Name : Jacques Blondeau
Title: Chairman and Chief
Executive Officer

SCOR Merger Sub Corporation

By:/s/ Jacques Blondeau
---------------------
Name : Jacques Blondeau
Title: President

Agreed and confirmed:

SCOR U.S. Corporation

By: /s/ Jerome Karter
--------------------------
Name : Jerome Karter
Title: President and Chief
Executive Officer