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Exhibit 4.3 Amendment N°2 to
the facility agreement which can be utilized by the issue
of letters of credit and participations dated December 26, 2002 (the Contract). entered into by and between :  

SCOR

BNP PARIBAS

CREDIT INDUSTRIEL ET COMMERCIAL

NATEXIS BANQUES POPULAIRES

CREDIT AGRICOLE INDOSUEZ

WESTLB AG

CDC FINANCES  CDC IXIS

COMMERZBANK Aktiengesellschaft

CAISSE REGIONALE DE CREDIT AGRICOLE MUTUEL DE PARIS ET DILE DE FRANCE

CREDIT LYONNAIS Amendment N°2 purports to modify the Contract, as the latter has been amended by Amendment N°1,
dated April 17, 2003. The Contract has made available for SCOR a line of credit of a maximum amount, in principal, of USD
900,00,000 which can be utilized by (i) the issue of standby letters of credit (SBLC) and by (ii)
the taking, by the Participating Banks, of a share in the risk and cash flow in the existing
letters of credit or the counter-guaranties relating thereto. Commerzbank has, by a letter dated September 16, 2003, notified BNP Paribas (the Issuing Bank) of
its decision to withdraw from the Contract. Pursuant to Amendment
N°2, the facility granted by the Contract consists of a maximum
amount, in principal, of USD 842,000,000, which shall be definitively reduced, at the date and
under the condition precedent that, the contribution in kind/partial business transfer of SCORs
life activities sector (the Contribution) comes into effect, to USD 822,000,000 (apart from the
reduction of this amount that will result from the issue of SBLC and/or the Participating Banks
sharing in the risk and cash flow mentioned above).




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The « Participating Banks » and their respective stakes are as follows :  a.

New Annex 1 bis to the Contract1.

Undertakings of the Participating Banks until December 31, 2003 inclusive in case the
Contribution has not been made on or before the said date. Participating Banks
    
    
    Undertakings in USDBNP Paribas
    
    
    USD 182,714,000CIC
    
    
    USD 182,714,000CAI
    
    
    USD 143,140,000Natexis Banques Populaires
    
    
    USD 81,674,000CDC Finances  CDC Ixis
    
    
    USD 53,888,000Commerzbank
    
    
    USD 53,888,000CRCAM
    
    
    USD 36,206,000West LB
    
    
    USD 71,570,000Crédit Lyonnais
    
    
    USD 36,206,000Total
    
    
    USD 842,000,000
  2.

Undertakings of the Participating Banks as from the date of entry into effect of the
Contribution if such date occurs on or before December 31, 2003 Participating Banks
    
    
    Undertakings in USDBNP Paribas
    
    
    USD 178,374,000CIC
    
    
    USD 178,374,000CAI
    
    
    USD 139,740,000Natexis Banques Populaires
    
    
    USD 79,734,000CDC Finances  CDC Ixis
    
    
    USD 52,608,000Commerzbank
    
    
    USD 52,608,000CRCAM
    
    
    USD 35,346,000West LB
    
    
    USD 69,870,000Crédit Lyonnais
    
    
    USD 35,346,000Total
    
    
    USD 822,000,000




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b New Annex 1 ter to the Contract: as from January 1st, 2004 :1.

Undertakings of the Participating Banks until the date of entry into effect of the
Contribution and subsequent to March 31, 2004 in case the Contribution would not have been
effected at the said date at the latest. Participating Banks
    
    
    Undertakings in USDBNP Paribas
    
    
    USD 195,207,259.20CIC
    
    
    USD 195,207,259.20CAI
    
    
    USD 152,927,323.80Natexis Banques Populaires
    
    
    USD 87,258,565.00CDC Finances  CDC Ixis
    
    
    USD 57,572,592.00CRCAM
    
    
    USD 38,681,648.40West LB
    
    
    USD 76,463,704.00Crédit Lyonnais
    
    
    USD 38,681,648.40Total
    
    
    USD 842,000,000.00
  2.

Undertakings of the Participating Banks as from the date of entry into effect of the
Contribution Participating Banks
    
    
    Undertakings in USDBNP Paribas
    
    
    USD 190,570,507.20CIC
    
    
    USD 190,570,507.20CAI
    
    
    USD 149,294,845.80Natexis Banques Populaires
    
    
    USD 85,185,915CDC Finances  CDC Ixis
    
    
    USD 56,205,072CRCAM
    
    
    USD 37,762,844.40West LB
    
    
    USD 74,647,464Crédit Lyonnais
    
    
    USD 37,762,844.40Total
    
    
    USD 822,000,000.00
  3.

Percentage of the Participating Banks undertakings : Participating Banks
    
    
    Undertakings in USDBNP Paribas
    
    
    23.18376 %CIC
    
    
    23.18376 %CAI
    
    
    18.16239 %Natexis Banques Populaires
    
    
    10.36325 %CDC Finances  CDC Ixis
    
    
    6.83760 %CRCAM
    
    
    4.59402 %West LB
    
    
    9.08120 %Crédit Lyonnais
    
    
    4.59402 %Total
    
    
    100 %
 Amendment N°2 has also
specified that the facilitys maximum amount will be definitively reduced to
USD 732,000,000 after all the SBLC VIE have been replaced by SBLC SCOR VIE (as these have been
defined in Amendment N°2) and after they have been the subject of irrevocable and definitive
releases.




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As a result of the above
split over time, the facility provided by the Contract may be utilized from
January 1st, 2003 until December 31, 2003 and from January 1st, 2004 until December 31st, 2004. Amendment N°2 has modified a few of the Contracts defined terms, and inserted some new defined
terms therein. The definition of « Sûretés » (security/collateral) has been amended in order to include new share
pledges (nantissements, gages) and personal collateral undertakings (cautionnements), namely
the Nantissements Parts SCI IMMOSCOR, the Nantissement SCOR VIE, the Cautionnement SCOR VIE,
and the Gage OAT SCOR VIE. The « Cautionnement SCOR » and the « Cautionnement SCOR VIE » have been delivered as security
respectively for:  

the payment of all sums deriving from the Contract up to  116,000,000;

the payment of any sums deriving from the SBLC VIE obligations up to 
87,876,487. Contribution (contribution in kind/partial business transfer of SCORs life activities sector):
such contribution, as contemplated by Amendment N°2 is meant to be made in accordance with the
provisions of article L.236-22 of the French Code of Commerce, by SCOR to SCOR VIE, and related to
the individuals reinsurance activities of SCOR in France and abroad. The date of entry into effect of the Contribution has been defined as the date on which the last
shareholders meeting of SCOR VIE whereby the Contribution is approved, which has to take place on
March 31, 2004, at the latest. A new share capital increase (the « Capital Increase ») of a minimum amount of  600,000,000 is
also mentioned, which has been announced by SCOR on November 6, 2003, and which should take place
after the entry of Amendment N°2. Modification of Article 2.1 of the Contract (Amount, purpose, utilization and utilization
currency): The amount that the Issuing Bank and the Participating Banks have made available for SCOR is now a
maximum amount of USD 842,000,000, which shall be definitively reduced, (x) at the date when the
Contribution comes into effect, to USD 822,000,000 and (y) each time a SBLC VIE is replaced. If the Contribution has not been effected on March 31, 2004 at the latest or if SCOR has notified,
before this date, the Issuing Bank of its decision, or that of SCOR VIE, to waive the Contribution,
the maximum amount of the facility will be maintained at USD 842,000,000. As from November 30, 2003, in case the Contribution has not been effected on or before this date
and until March 31, 2004, SCOR will not be able to make any utilization whose effect would be to
raise the facilitys outstanding discounted bills (Encours) to an amount that is above USD
822,000,000. As from March 31, 2004, in case the Contribution has not been




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effected on or before this
date, the facilitys outstanding discounted bills will not, at any moment,
exceed the amount of USD 842,000,000. A new commitment on the part of SCOR has been added, whereby SCOR undertook to pay the Issuing Bank
a commission at the rate of 0.2%, net of any tax, of the amount of the Global Commitment (as such
term is defined in the Contract) as at January 1st, 2004. A few conditions precedent, consisting mainly of new collateral to be provided, have been inserted
by Amendment N°2 in order to condition the utilization of the
facility provided by the Contract. Some information obligations have also been added to the ones existing under the Contract to the
effect of informing the Issuing Bank of any sale or transfer of title effected by SCOR or any of
its pledged subsidiaries (as defined in the Contract) relating to any of the assets listed in
Article 10.6.(c)(i) of the Contract and (ii) of any sale or transfer of title effected by a
pledged subsidiary to another pledged subsidiary or to SCOR of any asset for a per item amount
above  30,000,000, except as regards certain previous sales of assets that have been specifically
referred to in Amendment No.2. The Issuing Bank should also be immediately informed of the
occurrence of the Capital Increase. The remittance of certain legal opinion letters relating to the Contribution has also been provided
for in Amendment N°2. Amendment N°2 also provides for the constitution of a few securities/collateral:  

Constitution of a French Government OAT Bonds pledge (« Gage OAT 100% »).

In case of a sale of SCOR VIEs shares and of the sale of the Main Building («
Immeuble Principal »), SCOR has to constitute, in accordance with the provisions of
Article 10.2.h and Article 10.2.n of the Contract, the Gage OAT Immeuble Principal
French Government OAT Bonds pledge and the Gage OAT Cession SCOR VIE French Government OAT Bonds pledge;

A few other securities/collateral have been released;

Constitution of the « Cautionnement SCOR VIE », the « Gage OAT SCOR VIE », the
« Nantissement SCOR VIE », and the « Cautionnement SCOR »;

The amounts of the securities pledges (« Gages OAT de Comptes dInstruments
Financiers ») and mortgages (« Hypothèques ») that are to be constituted on December
31, 2003 at the latest have been specified in percentages of the Global Commitment
(Engagement Global de Référence) and of the outstanding discounted bills (« Encours
de Référénce) depending on the dates (on or before December 31, 2003) and the
different contemplated occurrences (Contribution, Capital Increase...);

The amounts of the securities pledges (« Gages OAT de Comptes dInstruments
Financiers ») that are to be constituted on March 31, 2004 at the latest or as from the
Capital Increase, if such Capital Increase occurs before March 31, 2004, have




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been specified: (i) they have to be maintained at an aggregate level equal to 105% of
the outstanding discounted bills (« Encours de Référénce), and (ii) in case the Capital
Increase occurs before March 31, 2004, they have to be maintained at an aggregate level
equal to 105% of the outstanding discounted bills (« Encours de Référénce) at the said
date.

(i) The amounts of the securities pledges (« Gages OAT de Comptes dInstruments
Financiers ») cannot, at any moment, exceed 105% of the outstanding discounted bills («
Encours de Référénce) and (ii) the following collateral/securities will be released :
« Nantissements », « Nantissement SCOR VIE » and mortgages (« Hypothèques ») at the
date an aggregate amount of securities pledges (« Gages OAT de Comptes dInstruments
Financiers ») equal to 105% of the outstanding discounted bills (« Encours de
Référénce) is constituted, under the express conditions of the absence of occurrence
of an Event of Default Several undertakings to constitute several pledges of financial instruments have been inserted by
Amendment No.2. These pledges are to be constituted respectively:  

at the date Amendment No.2 is entered;

on 30 November 2003, at the latest;

on 31 March 2003, at the latest;

upon the occurrence of the share capital increase, if the latter occurs before 31 March
2004. The collateral/securities that were in existence at the date Amendment N°2 has been entered into
have been amended and reiterated. In case, for any reason whatsoever, the Contribution is cancelled, which entails the restitution to
SCOR of the French Government OAT Bonds (« OAT ») that were contributed to SCOR VIE pursuant to Article
10.2.k(i) of the Contract, a security pledge (« Gage de Compte dInstruments Financiers ») shall be
constituted by SCOR for a euro amount corresponding to USD 115,500,000, at the date the said OATs
are effectively restituted, as a collateral to any sums accrued pursuant to the Cautionnement
SCOR. Amendment of Article 10.6 of the Contract (sale of assets) The parties to the amendment have agreed that the Issuing Bank shall be giving its written consent
to the sales and transfers of title of the SCOR VIE shares held by SCOR, and the sale of the
building located 7, Place du Commerce  75015 Paris, under the conditions that (x) these sales and
transfers are made for a price payable in cash and that (y) such price corresponds to the market
value of the considered assets at the date of the sale or transfer they were the subject of and
that (z) security pledges (Gages de Comptes dInstruments Financiers) are constituted, which are
described in Article 10.2.n of the Contract. By exception, a few transactions may be effected without the consent of the Issuing Bank and the
Participating Banks. These transactions have been specified in Amendment N°2. Article 10.21 of the Contract has been amended in order to grant a conditional release of the SBLC
VIE, in order to allow the issue of the SBLC SCOR VIE in replacement of the foregoing SBLC.




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As from November 30, 2003, in case the Contribution has not been made on this date, the amount of
the facility outstanding discounted bills (Encours du Crédit) shall be reduced to a maximum amount
of US 822,000,000. In case the Contribution has been made, the facility outstanding discounted bills (Encours du
Crédit) shall be reduced to a maximum amount of US 822,000,000 shall be reduced on the date of
entry into effect of the Contribution. To that effect, SCOR has committed to obtain a definitive and irrevocable release of the « SCOR
LIFE U.S. RE INSURANCE COMPANY » letter of credit originally issued for an amount of USD 70,000,000
and increased to an amount of USD 110,000,000 or of any other SBLC other than the SBLC VIE. Consolidated net worth of SCOR Amendment N°2 provides that, as from December 31, 2003 at the latest, SCOR has to maintain a
consolidated net worth equal at least to  1,000,000,000. Events of Default  

Absence of payment by SCOR VIE of any accrued sums under the Cautionnement SCOR VIE ;

Absence of payment by SCOR of any accrued sums under the Cautionnement SCOR ;

Breach of covenants ;

Breach by SCOR VIE of any of its obligations au under the Cautionnement SCOR VIE
and/or the Gage OAT SCOR VIE ;

Material inaccuracy in any representation or warranty of SCOR VIE in connection with
the « Cautionnement SCOR VIE » and/or the « Gage OAT SCOR VIE » or in any certificate,
report remitted pursuant to the Cautionnement SCOR VIE and/or Gage OAT SCOR VIE ;

Material inaccuracy in any representation or warranty of SCOR in connection with the «
Cautionnement SCOR »;

Cross-default under the SCOR VIE contract and the contract
relating to a facility of  100,000,000 ;

The occurrence of an early reimbursement event (i) in connection with the SCOR VIE
contract until the date when SCOR sells to an entity outside the Group at least one third
of the share capital and the voting rights of SCOR VIE and (ii) in connection with the
contract relating to a facility of  100,000,000;

The Contracts cross-default provisions have also been updated in order to reflect the
same. Amendments to Article 16 of the Contract relating to the order of priority for the release of
the following outstanding collateral/securities:  

Gage OAT Complémentaire,

Gage OAT Immeubles,

Gage OAT Cession SCOR VIE,

Gage OAT Immeuble Principal,




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

Gage OAT 100%,

Gage OAT Contre Valeur USD 19,500,000,

Gage OAT Immeuble du Commerce,

Gage OAT Immeuble Cardinet,

Gage OAT exchange value USD 99,750,000,

Gage OAT exchange value USD 105,000,000,

Gage OAT exchange value USD 315,000,000. Absence of an Event of Default: The entry into of Amendment N°2 is subject to the condition
precedent that no Event of Default has occurred. SCOR has reiterated in Amendment N°2 its representations and warranties contained in Article 9 of
the Contract. The breach of SCORs obligations under Amendment N°2 shall constitute an Event of Default pursuant
to Article 11 of the Contract. All of the existing obligations of the SCOR towards the Issuing Bank and Participating Banks have
been reiterated and confirmed.