**Exhibit 4.2**
Term Sheet relating to the principal terms and conditions ofAmendment N°1 to the facility agreement dated November 14, 2003
originally entered into by and between :
 — SCOR Vie  — BNP PARIBAS  — CREDIT INDUSTRIEL ET COMMERCIAL  — NATEXIS BANQUES POPULAIRES  — CALYON  — WESTLB AG  — CDC FINANCE — CDC IXIS  — CAISSE REGIONALE DE CREDIT AGRICOLE MUTUEL DE PARIS ET D’ILE DE FRANCE
WESTLB AG has, by a letter dated August 10, 2004, notified BNP Paribas (the Issuing Bank) of itsdecision to withdraw from the contract dated November 14, 2003 by which the Issuing Bank and theother above-mentioned banks (the Participating Banks) have granted to SCOR Vie a line of creditutilizable through the issue of letters of credit.
Amendment N°1 is subject to the prior written consent of the respective credit committees of theIssuing Bank and the Participating Banks.
The global amount of the authorizations to issue letters of credit which SCOR Vie has solicitedamounts to $ 110,000,000. the Participating Banks will be covering as of January 1st, 2005 thisamount as a result of the opening of credit up to $ 85,000,000.
The Participating Banks share the stakes, as from the Amendment N°1 as follows:     BNP Paribas  33%CAYLON  23%Natexis Banques Populaires  17%CIC  15%CDC Finance – CDC Ixis  7%CRCAM de Paris et d’Ile de France  5%
The maximum amount of the opening of credit will be reduced to $ 85,000,000, as a result of apartial waiver by SCOR Vie of the opening of credit.
The new term of the contract has been set on December 31, 2005.   Utilizationfee 0.15% per yearNon-utilizationfee 0.06%Contractextension fee 0.045% (flat)Issue commission US$400 (excluding tax)
 

 

(payable to the Issuing Bank each time a standby letter of credit is issued)
Lateinterest                              LIBOR US$ overnight + 2% per year.
A few definitions of the facility agreement have been modified.
A material adverse change (MAC) clause has been inserted byAmendment N°1 in the facility agreement.
A clause has been inserted by Amendment N°1 to the effect of stopping any new issue of a standbyletter of credit (SBLC) in case SCOR Vie is not anymore controlled (control being defined inaccordance with article L233-3 of the French Code of Commerce) by SCOR SA.
A few representations and warranties and a few covenants made by SCORVie in the facility agreement have been modified in Amendment N°1. A few major examples follow:
Example 1   Amendment of article 9.1 (a), (b) and (c): remittance of the financialstatements 5 months at the latest after the fiscal year ends ; remittance ofhalf-year and quarterly the financial statements 3 months at the latest after thesemester or the quarter ends. Example 2   Amendment of article 9.1 (g) : obligation to inform the Banks ofany sale of substantial assets above EUR 50,000,000 made by SCOR Vie. Example 3   Amendment of article 9.1 (i) : obligation to inform the Banks of any sale of SCOR VIE shares by SCOR SA. Example 4   Amendment of article 9.1 (h) : obligation to inform the Banks ofany damage or litigation above EUR 50,000,000 relating to SCOR Vie.
Events of Default :
 — Cross default : threshold has been raised to EUR 50,000,000  — The authorized cap for seizures and registered claims has beenraised to EUR 30,000,000  — (i) Auditors’ refusal to certify the financial statements or (ii) significantreservation made by the auditors on the financial statements of SCOR Vie or constituting aMAC.
The existing representations and warranties, covenants and cases ofdefault of the facility agreement have been maintained.
Collateral :
Deletion of the provisions relating to the « Cautionnement SCOR » and the “Cautionnement SCOR VIE”(previous contractual personal collateral undertakings).
Conditions precedent to the execution of the Amendment N°1 :
 — Absence of an Event of Default
 

 

 — Absence of a MAC since the last consolidated financial statements have been madepublic.
Fees and Expenses
Payment by SCOR Vie of the fees and expenses (including VAT) incurred by the Issuing Bank and theParticipating Banks in connection with the putting in place of Amendment N°1.