Exhibit 10.48


 


COMMUTATION AND SETTLEMENT AGREEMENT


(hereinafter referred to as this “Agreement”)


 


This Agreement is entered into by and between ACE Capital Re International, Ltd.
(hereinafter referred to as the “Company”)
and ACE Bermuda Insurance Ltd. (hereinafter
referred to as the “Reinsurer”)
and made effective 11:59:59 p.m. Local Standard Time, December 31, 2003 (the “Commutation Date”).


 


WHEREAS, the Company and Reinsurer are parties to the Per Contract
Excess of Loss Reinsurance Agreement for the term incepting December 31, 2001
and originally terminating December 31, 2026 (hereinafter referred to as the “Contract”), which is attached hereto and
made part of this Agreement; and


 


WHEREAS, the Company and Reinsurer desire to fully and finally settle
and commute all obligations and liabilities, known and unknown, of the Company
and the Reinsurer under the Contract.


 


NOW, THEREFORE, for good and valuable consideration the receipt of
which is hereby acknowledged, IT IS AGREED BY AND BETWEEN THE REINSURER AND THE
COMPANY THAT:


 


1.                                       As consideration
for the following release, the Reinsurer shall pay the Company the Commutation
Amount no later than January 31, 2004, subject to the Reinsurer’s receipt of an
original copy of this Agreement, having been fully executed by the parties
hereto.


 


The “Commutation Amount” shall equal the sum of the Principal and
Return, as defined below:


 


“Principal” shall equal One hundred thirty one million, nine hundred
thirty seven thousand, two hundred eighty five United States dollars
($131,937,285);


 


“Return” shall equal: [Principal] x [Lehman Intermediate Rate]; and


 


“Lehman Intermediate Rate” shall mean the year-to-date total return of
the Lehman Brothers U.S. Intermediate Aggregate Bond Index, determined for the
period January 1, 2004 through the date of transfer by the Reinsurer of the
payment of the Commutation Amount.


 


2.                                       Subject to the
execution of this Agreement by the parties hereto and payment by the Reinsurer
of the Commutation amount as required pursuant to paragraph 1 above, as of the
Commutation Date, the Company releases and discharges the Reinsurer and its
predecessors, successors, parent, subsidiaries, affiliates, assigns, agents,
employees, officers, directors and shareholders (collectively, the “Reinsurer’s
Related Parties”) from any and all present and future obligations, claims,
demands, liabilities and/or losses whatsoever, all whether known or unknown,
reported or unreported, and whether currently existing or arising in the
future, including, but not limited to, all claims (including but not limited to
those claims for which notices have been submitted to the Reinsurer),
obligations, offsets, debts, demands, actions, causes of action, suits, duties,
sums of money, covenants, contracts, controversies, agreements, reckonings,
bonds, bills, promises, doings, omissions, damages, liability for payment of
interest, judgments, costs,


 


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Agreement may not be modified or amended, or any of its provisions
waived, except by an instrument in writing, signed by the parties hereunder.


 


7.                                       Any dispute,
controversy or claim arising out of or relating to this Agreement shall be
subject to arbitration in accordance with the provisions of section 13, Arbitration,
of the General Conditions of the Contract.


 


8.                                       This Agreement
shall be governed and construed in accordance with the laws of Bermuda,
notwithstanding the venue of any arbitration proceeding.


 


9.                                       This Agreement
is solely between the Company and the Reinsurer, and nothing herein shall in
any manner create any obligations or establish any rights against the Reinsurer
in favor of any third parties or any persons not parties to this Agreement.


 


10.                                 This Agreement may be
executed and delivered in counterparts, each of which, when so executed and
delivered shall constitute an original and all of such counterparts shall
together constitute one and the same instrument.


 


 


IN WITNESS WHEREOF, this
Agreement has been executed by the following individuals authorized to act on
behalf of the parties:


 


 


	
  For and on Behalf of:

  	
   

  	
  For and on Behalf of:

  
	
   

  	
   

  	
   

  
	
  ACE BERMUDA INSURANCE LTD.

  	
   

  	
  ACE CAPITAL RE INTERNATIONAL,

  LTD.

  
	
  in Hamilton, Bermuda

  	
   

  	
  in Hamilton, Bermuda

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Dienne Samson

  	
   

  	
   

  	
  /s/ Carla Ranum

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:  Dienne Samson

  	
   

  	
  Name:  Carla Ranum

  
	
  Title: 
  President Ace Financial Solutions International

  	
   

  	
  Title:  Vice President

  
	
  Date:  1/7/04

  	
   

  	
  Date: January 6, 2004

  
					



 


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