Reserve Agreement dated December 21, 2006



 Exhibit 10.27.2 
 Execution Copy 
 RESERVE AGREEMENT 
 among 
 AXA,

 AXA RE 
 and 
 PARIS RE 
 Dated December 21, 2006 







 TABLE OF CONTENTS 
 RESERVE AGREEMENT 
  

					
	 	  	 	  	Page
	ARTICLE I
	Definitions
	
	ARTICLE II
	Payment Obligations
	 2.1
	  	 Interim Payments until the Seventh Anniversary
	  	8
	 2.2
	  	 Payment as of the Seventh Anniversary
	  	9
	 2.3
	  	 Additional Payments in respect of Reserves
	  	9
	 2.4
	  	 Calculation and Payment of Amounts Due
	  	10
	 2.5
	  	 Default Amounts
	  	12
	
	ARTICLE III
	Annual Reports
	 3.1
	  	 Annual Reports
	  	12
	 3.2
	  	 Quarterly Reports
	  	13
	
	ARTICLE IV
	Termination
	 4.1
	  	 Term
	  	13
	 4.2
	  	 No Prejudice
	  	13
	 4.3
	  	 Commutation
	  	13
	
	ARTICLE V
	Further Assurance regarding AXA RE
	
	ARTICLE VI
	Miscellaneous
	 6.1
	  	 Guarantor
	  	14
	 6.2
	  	 Modification; Waiver
	  	14
	 6.3
	  	 Integration
	  	14
	 6.4
	  	 Notices
	  	14
	 6.5
	  	 Assignment
	  	14
	 6.6
	  	 Headings
	  	15
	 6.7
	  	 Governing Law
	  	15
	 6.8
	  	 Dispute Resolution
	  	15

  

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	 	  	 	  	Page
	 6.9
	  	 Jurisdiction
	  	15
	 6.10
	  	 Judgment Currency
	  	15
	 6.11
	  	 No Third Party Beneficiary
	  	15
	 6.12
	  	 Invalid Provisions
	  	15
	 6.13
	  	 Interpretation
	  	16

  

			
	 Schedule 1
	  	 Ceded Reinsurance

	 Schedule 2
	  	 Excluded Reserves


  

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 RESERVE AGREEMENT 
 This RESERVE AGREEMENT (this “Agreements”) is made and entered into as of December 21, 2006, by and among AXA, a
French société anonyme (“AXA”), AXA RE, a French société anonyme (“AXA RE”, and together with AXA, the “Guarantor”) and PARIS RE, a French
société anonyme (“PARIS RE”). Guarantor and PARIS RE are referred to herein collectively as the “Parties”. 
 RECITALS 
 WHEREAS, the consummation of the transactions contemplated by the Stock
Purchase Agreement dated as of June 5, 2006 (as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the “Purchase Agreement”), by and between AXA RE, and PARIS RE Holdings
Limited, a Bermuda holding company (“Purchaser”), is conditioned, among other things, upon the Parties entering into this Agreement, and AXA RE and AXA Liabilities Managers, a French société par actions
simplifiée “ALM”), entering into the Run Off Services and Management Agreement (defined below); 
 WHEREAS, Guarantor has agreed to provide a guarantee in respect of Losses (defined below) incurred by AXA RE and the Guaranteed Reinsurance Subsidiaries and Branches whether indirectly pursuant to the Quota Share Retrocession Agreement and
the Canadian Quota Share Retrocession Agreement (each as defined in the Purchase Agreement), or directly, in respect of the Guaranteed Portfolio (defined below), on the condition that the Guaranteed Portfolio be managed by ALM pursuant to the Run
Off Services and Management Agreement; and 
 WHEREAS, the Parties wish to provide, on the terms and conditions set forth
herein, for payments by Guarantor to PARIS RE or PARIS RE to Guarantor, as the case may be, based on the loss experience and the development of the insurance reserves in respect of Losses as further described herein. 
 NOW, THEREFORE, in consideration of the premises set forth above, and subject to the terms and conditions stated herein, the Parties agree
as follows: 
 ARTICLE I  
 Definitions 
 As used herein all capitalized terms shall have the same
meanings ascribed to such terms in the Purchase Agreement unless otherwise defined herein. The following terms shall have the meanings set forth below: 
 “Actuarial Certifications” shall have the meaning set forth in Section 2.4(b) hereof. 







 “Additional Calculation Date” shall mean each of September 30,
2017, September 30, 2022, September 30, 2027, September 30, 2032 or September 30, 2037. 
 “Additional Experience” shall have the meaning set forth in Section 2.3 hereof. 
 “Additional Losses” shall mean, as of any Additional Calculation Date, the portion of Losses paid after December 31, 2005, through the relevant Additional Calculation Date. 
 “Additional Reserve Deficiency” shall have the meaning set forth in Section 2.3 hereof. 
 “Additional Reserve Report” shall have the meaning set forth in Section 2.4(a) hereof. 
 “Additional Reserve Surplus” shall have the meaning set forth in Section 2.3 hereof. 
 “Allocated Loss Adjustment Expenses” shall mean any and all amounts paid or liable to be paid by AXA RE or any Guaranteed
Reinsurance Subsidiary or Branch as allocated loss adjustment expenses under or in relation to a Policy that is part of the Guaranteed Portfolio or the relevant portion thereof, including, without limitation, legal expenses and court costs, cost of
bonds, appeal bonds expense, and interest accrued after award or judgment and pre-judgment interest awarded, plus legal expenses and all other expenses incurred in connection with Extra Contractual Obligations, Loss in Excess of Contract Limits and
Declaratory Judgment Expenses. Allocated Loss Adjustment Expenses shall not include office expenses and salaries of employees of AXA RE, ALM or any Guaranteed Reinsurance Subsidiary or Branch. 
 “Calculation Date” shall mean an Additional Calculation Date, an Interim Calculation Date or the Seventh Anniversary, as
the case may be. 
 “Cedant” shall mean a ceding insurer under a Policy that is part of the Guaranteed
Portfolio. 
 “Ceded Reinsurance” shall mean those contracts of reinsurance or retrocession in effect as of the
date hereof to which AXA RE or one or more of the Guaranteed Reinsurance Subsidiaries and Branches is a party as a ceding insurer or reinsurer and that reinsure the obligations of AXA RE or one or more of the Guaranteed Reinsurance Subsidiaries and
Branches, including, without limitation, those contracts of ceded reinsurance listed on Schedule 1 hereto. Ceded Reinsurance shall not include the Quota Share Retrocession Agreement or the Canadian Quota Share Retrocession Agreement.

  

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 “Companies Reserves” shall mean in respect of AXA RE and each Guaranteed
Reinsurance Subsidiary or Branch the amount (by currency) set forth next to the respective entity in Schedule 3 hereto. For the avoidance of doubt, the Companies Reserves do not include the reserves identified on Schedule 2 attached hereto which
(i) pertain-to Policies which gave rise to discounted reserves prior to January 1, 2006, as reflected in the Financial Statements, or Policies of subsidiaries or branches of AXA RE which are not transferred to PARIS RE or Purchaser
pursuant to the Purchase Agreement and (ii) were excluded from the Pro Forma Statements. 
 “Confidential
Information” shall have the meaning set forth in Section 5.14 hereof. 
 “Default Amount” shall
have the meaning ascribed to such term in the Quota Share Retrocession Agreement or the Canadian Quota Share Retrocession Agreement, as applicable, to the extent such amount is due or claimed to be due in respect of a Loss. 
 “Default Amount Notice” shall have the meaning set forth in Section 2.5(a) hereof. 
 “Default Amount Payment” shall have the meaning set forth in Section 2.5(b) hereof. 
 “Deficiency” shall mean an Interim Reserve Deficiency, the Reserve Deficiency or an Additional Reserve Deficiency, as the
case may be. 
 “Declaratory Judgment Expenses” shall mean all expenses, fees, costs and interest which AXA RE
or any Guaranteed Reinsurance Subsidiary or Branch has paid or which are payable by AXA RE or any Guaranteed Reinsurance Subsidiary or Branch in connection with or in relation to the analysis, prosecution, defense, or resolution of an action or
proceeding whether for declaratory judgment or other action or proceeding brought to determine the obligations under a Policy that is part of the Guaranteed Portfolio or the relevant portion thereof. Declaratory Judgment Expenses are deemed to have
been incurred by AXA RE or any Guaranteed Reinsurance Subsidiary or Branch on the date of the actual or alleged claim giving rise to the declaratory judgment or other action or proceeding. 
 “Developed Experience” shall mean the aggregate amount of all Losses paid during the period beginning on January 1,
2006 and ending on a given date. 
 “Dispute” shall have the meaning set forth in Section 5.7 hereof.

 “Extra Contractual Obligations” shall mean any and all liabilities, compensatory, punitive, exemplary or
consequential damages, losses, legal costs, expenses, interest, settlement amounts or other amounts assessed, incurred, awarded, paid or payable against or by AXA RE or any Guaranteed Reinsurance Subsidiary or Branch

  

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relating to the Policies included within the Guaranteed Portfolio or the relevant portion thereof which are not covered by any Policy and which directly or indirectly arise out of or relate to:
(1) any actual or alleged negligence, fraud, bad faith or other tortious act or omission of or by any Cedant, AXA RE or any Guaranteed Reinsurance Subsidiary or Branch, and (2) either the handling, adjustment, rejection, settlement or
defense of, or offer or failure to settle within any policy limit, any claim, demand or action, or any failure to undertake the defense of any claim, demand or action, or participation in any proceeding, trial or hearing relating to any claim,
demand or action against an insured, a Cedant, AXA RE or any Guaranteed Reinsurance Subsidiary or Branch, or the preparation or prosecution of any appeal relating to any such claim, demand or action. For the avoidance of doubt, any amount included
in Extra Contractual Obligations shall not be duplicative of or include such amount to the extent already included in Loss in Excess of Contract Limits. An Extra Contractual Obligation shall be deemed to have occurred on the same date as the loss
covered or alleged to be covered by a Policy that is part of the Guaranteed Portfolio. 
 “Guaranteed
Portfolio” shall mean all Policies that were (i) issued, bound, renewed, agreed or written and (ii) in respect of which premiums were earned, in each case, prior to January 1, 2006; provided that any addendum,
endorsement, alteration, provision, amendment or supplement to any Policy or ancillary agreement in connection therewith or any renewal thereof, whether oral or written, which is made after the First Closing Date (each, an “extension”)
shall not be part of the Guaranteed Portfolio unless (i) with respect to any extension authorized by PARIS RE or any of the Guaranteed Reinsurance Subsidiaries and Branches, AXA RE consents thereto in writing, or (ii) an extension is
required by law or regulation; provided, further, that the Guaranteed Portfolio shall not include life Policies issued, bound, renewed, agreed or written by the Canadian Branch and Policies relating to the reserves excluded from the
definition of Companies Reserves pursuant to Schedule 2 hereto and clauses (i) to (iii) of the definition thereof. 
 “Guaranteed Reinsurance Subsidiaries and Branches” shall mean the Canadian, Hong Kong, Madeira and United Kingdom branches of AXA RE or PARIS RE, as appropriate, AXA RE America Insurance Company, AXA RE Latin America Inc.,
Rise Limited, AXA Space Inc., AXA RE Asia-Pacific Pte. Ltd, AXA RE Services Japan Co. Ltd, Compagnie Générate de Réassurance de Monte Carlo and Labuan/Malaysian Branch. 
 “Guarantor” shall have the meaning set forth in the Preamble hereto. 
 “IFRS” shall mean International Financial Reporting Standards as issued by the International Accounting Standards Board as
of December 31, 2005. 
 “Independent Actuarial Firm” shall mean Milliman, Inc. or the Tillinghast
business of Towers Perrin, as applicable, or such firm’s successors and assigns. 
  

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 “Interim Calculation Date” shall mean each of September 30, 2008 and
September 30, 2010. 
 “Interim Experience” shall have the meaning set forth in Section 2.1 hereof;

 “Interim Losses” shall mean, as of any Interim Calculation Date, the portion of Losses paid after
December 31, 2005, through the relevant Interim Calculation Date. 
 “Interim Reserve Deficiency” shall
have the meaning set forth in Section 2.1 hereof. 
 “Interim Reserve Report” shall have the meaning set
forth in Section 2.4(a) hereof. 
 “Interim Reserve Surplus” shall have the meaning set forth in
Section 2.1 hereof. 
 “Loss” shall mean, as of the applicable date, the amount of liability paid or to be
paid by PARIS RE or the Guaranteed Reinsurance Subsidiaries and Branches (whether indirectly pursuant to the Quota Share Retrocession Agreement, the Canadian Quota Share Retrocession Agreement or directly) with respect to the Net Liabilities
incurred prior to January 1, 2006 by AXA RE and the Guaranteed Reinsurance Subsidiaries and Branches under the Guaranteed Portfolio or the relevant portion thereof and, for the avoidance of doubt, shall include adverse development in respect of
such Net Liabilities on or after January 1, 2006 (including incurred but not reported losses (IBNR)); provided that Loss shall exclude any amount of liability to the extent incurred as a result of (i) non-compliance by PARIS RE or
any of the Guaranteed Subsidiaries and Branches with their duties (including in respect of the Delegated Services) pursuant to the Run Off Services and Management Agreement or (ii) failure on the part of PARIS RE or any of the Guaranteed
Subsidiaries and Branches to perform the Delegated Services thereunder; provided, further, that the foregoing proviso shall apply to any act or omission on the part of any of the Guaranteed Subsidiaries and Branches only to the extent such
act or omission shall occur on or after the date on which PARIS RE shall acquire ownership of such entity; provided, further, that any reduction in Loss that shall occur pursuant to the first proviso hereof shall reduce any indemnification
obligation of PARIS RE under the Run Off Services and Management Agreement in respect of the same Loss. 
 “Loss in
Excess of Contract Limit” shall mean any and all amounts, legal costs, expenses, interest, settlement amounts or other amounts assessed, incurred, awarded, paid or payable against or by AXA RE or any Guaranteed Reinsurance Subsidiary or
Branch relating to the Policies included within the Guaranteed Portfolio or the relevant portion thereof which are in excess of the limits of a policy or reinsurance agreement, but otherwise within the coverage terms of such policy or reinsurance

  

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agreement, for which there would have been contractual liability to pay had it not been for the limit of such policy agreement, which directly or indirectly arise out of or relate to:
(1) any actual or alleged negligence, fraud, bad faith or other tortious act or omission of or by any Cedant, AXA RE or any Guaranteed Reinsurance Subsidiary or Branch, (2) either the handling, adjustment, rejection, settlement or defense
of, or offer or failure to settle within any policy limit, any claim, demand or action, or any failure to undertake the defense of any claim, demand or action, or participation in any proceeding, trial or hearing relating to any claim, demand or
action against an insured, a Cedant, AXA RE or any Guaranteed Reinsurance Subsidiary or Branch, or the preparation or prosecution of any appeal relating to any such claim, demand or action and (3) all ex gratia payments and compromise
settlements made by AXA RE or the Guaranteed Reinsurance Subsidiaries and Branches in respect of the Policies included in the Guaranteed Portfolio. Without limiting the foregoing and notwithstanding any other provisions to the contrary in this
Agreement, the decision by a Cedant (or AXA RE or any Guaranteed Reinsurance Subsidiary or Branch) to settle a claim for an amount in excess of the limit when the Cedant (or AXA RE or any Guaranteed Reinsurance Subsidiary or Branch) has a reasonable
basis to believe that it is liable for the claim, will be deemed a Loss in Excess of Contract Limits. For the avoidance of doubt, any amount included in Loss in Excess of Contract Limits shall not be duplicative of or include such amount to the
extent already included in Extra Contractual Obligations. 
 “Loss Reserves” shall mean, as of the applicable
date, the aggregate amount of loss reserves (life and non-life) of PARIS RE in respect of Losses (including, without limitation, Losses incurred but not reported, claims reserves, reinstatement premiums, penalty premiums, scale commission reserves
and policy dividend reserves). 
 “AXA” shall have the meaning set forth in the Preamble hereto. 
 “AXA RE” shall have the meaning set forth in the Recitals hereto. 
 “PARIS RE” shall have the meaning set forth in the Preamble hereto. 
 “Master Agreement” shall mean that certain Master Agreement, dated as of the date hereof, as such agreement may have been,
or may from time to time be, amended, supplemented or otherwise modified, between AXA RE, PARIS RE, ALM and Purchaser. 
 “ALM” shall have the meaning set forth in the Recitals hereto. 
 “Net Liability”
shall mean any and all amounts paid or payable by AXA RE or the Guaranteed Reinsurance Subsidiaries and Branches under or in relation to any and all Policies included within the Guaranteed Portfolio, in respect of any loss, damage, damages,
occurrence, claim, settlement, interest, bond, fine, penalty, or other such amount and including Allocated Loss Adjustment Expenses, Extra Contractual Obligations, Loss in Excess of Contract Limits, Declaratory Judgment Expenses, and Subsidiary
ULAE, but minus Reinsurance Recoverables and salvage or subrogation or

  

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other recoveries relating to the Policies included within the Guaranteed Portfolio or the relevant portion thereof. “Net Liability” shall, in addition, include: (1) any and all
liability of AXA RE or the Guaranteed Reinsurance Subsidiaries and Branches for brokerage, fees, commissions or other deductions paid or payable on or after January 1, 2006 with respect to the Guaranteed Portfolio, to the extent not already
settled, deducted from or allowed; (2) any and all liability for returns or refunds of premiums, experience adjustments related to retrospective premiums and contingent commissions, less any brokerage, fees, commissions or other deductions with
respect to the Guaranteed Portfolio minus any adjustment premium earned prior to January 1, 2006 but which is received by AXA RE or the Guaranteed Reinsurance Subsidiaries and Branches on or after January 1, 2006; (3) any
commutations entered into by AXA RE or the Guaranteed Reinsurance Subsidiaries and Branches to the extent relating to Policies included within the Guaranteed Portfolio or the relevant portion thereof; (4) any participation and/or assessments
incurred by AXA RE or the Guaranteed Reinsurance Subsidiaries and Branches in respect of mandatory pool, association, syndicate, scheme, fund or residual market mechanism and the like howsoever named arising from or in connection with the Guaranteed
Portfolio but only to the extent relating to Policies included within the Guaranteed Portfolio or the relevant portion thereof; and (5) amounts paid or payable by AXA RE or PARIS RE under weather derivative contracts entered into on or prior to
December 31, 2005. 
 “Parties” shall have the meaning set forth in the Preamble hereto. 
 “Policy” shall mean a life or non-life cover note, treaty, slip, facultative certificate, binder, policy or contract of
insurance or reinsurance, written, issued, bound, renewed or agreed by or on behalf of AXA RE or one or more of the Guaranteed Reinsurance Subsidiaries and Branches, any agreement of assumed reinsurance entered into by AXA RE or one or more of the
Guaranteed Reinsurance Subsidiaries and Branches and all legally binding addenda, endorsements, alterations, amendments and ancillary agreements in connection therewith of whatsoever nature. 
 “Purchase Agreement” shall have the meaning set forth in the recitals hereto. 
 “Reinsurance Recoverables” shall mean (i) the amount of reinsurance recoverables (x) that are paid to AXA RE or
the Guaranteed Reinsurance Subsidiaries and Branches under the Ceded Reinsurance with respect to Losses, or (y) in the event of a commutation of any of the Ceded Reinsurance agreements, that are paid to AXA RE or the Guaranteed Reinsurance
Subsidiaries and Branches as the commutation payment to the extent relating to Policies included within the Guaranteed Portfolio or the relevant portion thereof, and (ii) as of each applicable date, the aggregate amount of the Default Amount
Payments. 
 “Reserve Deficiency” shall have the meaning set forth in Section 2.2(a) hereof. 

 

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 “Reserve Reports” shall have the meaning set forth in Section 2.4(b)
hereof. 
 “Reserve Surplus” shall have the meaning set forth in Section 2.2(a) 
 “Right to Inspect” shall have the meaning set forth in Section 2.4(c) hereof. 
 “Run Off Services and Management Agreement” shall mean that certain Run Off Services and Management Agreement, dated as of
the date of the Purchase Agreement, as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, between AXA RE and ALM. 
 “Second Currency” shall have the meaning set forth in Section 6.10 hereof. 
 “Seven Year Losses” shall mean the portion of Losses paid from and after December 31, 2005, through the Seventh Anniversary. 
 “Seventh Anniversary” shall mean September 30, 2012. 
 “Seventh Anniversary Experience” shall have the meaning set forth in Section 2.2. 
 “Seventh Anniversary Reserve Report” shall have the meaning set forth in Section 2.4(a). 
 “Subsidiary ULAE” shall mean the overhead, personnel and other non-specific costs, fairly allocated, associated with the
handling and settlement of claims with respect to the Subject Business, to the extent actually utilized (x) in connection with the Guaranteed Portfolio, and (y) at a Guaranteed Reinsurance Subsidiary or Branch. 
 “Surplus” shall mean an Interim Reserve Surplus, the Reserve Surplus or an Additional Reserve Surplus, as the case
may be. 
 ARTICLE II 
 Payment Obligations 
 2.1 Interim Payments until the Seventh
Anniversary. Subject to the terms and conditions of this Agreement, if, as of any Interim Calculation Date, the aggregate of (i) Loss Reserves for each currency, calculated as of such Interim Calculation Date, and (ii) Interim Losses
for each currency, calculated as of such Interim Calculation Date (each such aggregate, an “Interim Experience”), is: 
 (A) greater than Companies Reserves for such currency by an amount exceeding 5% of Companies Reserves for such currency (each such amount in excess of 5% of Companies Reserves an “Interim Reserve
Deficiency”), Guarantor shall pay to PARIS RE an amount equal to such Interim Reserve Deficiency, or 
  

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 (B) less than Companies Reserves for such currency by an amount exceeding 5%
of Companies Reserves for such currency (each such amount in excess of 5% of Companies Reserves an “Interim Reserve Surplus”), PARIS RE shall pay to Guarantor an amount equal to such Interim Reserve Surplus, 
 provided that any payments pursuant to this Section 2.1 shall be adjusted to take into account any prior payments
made by either Party (or both Parties) pursuant to this Section 2.1. For the avoidance of doubt, such adjustment may result in a payment due from PARIS RE to Guarantor in case of clause (A) of this Section 2.1, or from Guarantor to
PARIS RE in case of clause (B) of this Section 2.1. 
 2.2 Payment as of the Seventh Anniversary. Subject to
the terms and conditions of this Agreement, if the aggregate of (i) Loss Reserves for each currency, calculated as of the Seventh Anniversary, and (ii) Seven Year Losses for each currency, (such aggregate, the “Seventh Anniversary
Experience”), is: 
 (A) greater than Companies Reserves for such currency (a “Reserve
Deficiency”) Guarantor shall pay to PARIS RE an amount equal to such Reserve Deficiency, or 
 (B) less than
Companies Reserves for such currency (a “Reserve Surplus”). PARIS RE shall pay to Guarantor an amount equal to such Reserve Surplus, 
 provided that any payments pursuant to this Section 2.2 shall be adjusted to take into account any prior payments made by either Party (or both Parties) pursuant to Section 2.1. For the
avoidance of doubt, such adjustment may result in a payment due from PARIS RE to Guarantor in case of clause (A) of this Section 2.2, or from Guarantor to PARIS RE in case of clause (B) of this Section 2.2. 
 2.3 Additional Payments in respect of Reserves. Subject to the terms and conditions of this Agreement, if, as of any Additional
Calculation Date, the aggregate of (i) Loss Reserves for each currency, calculated as of such Additional Calculation Date, and (ii) Additional Losses for each currency, calculated as of such Additional Calculation Date (each such
aggregate, the “Additional Experience”), is: 
 (A) greater than Companies Reserves for such
currency (an “Additional Reserve Deficiency”), Guarantor shall pay to PARIS RE an amount equal to such Additional Reserve Deficiency, or 
  

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 (B) less than Companies Reserves for such currency (an “Additional
Reserve Surplus”), PARIS RE shall pay to Guarantor an amount equal to such Additional Reserve Surplus, 
 provided that any payments pursuant to this Section 2.3 shall be adjusted to take into account any prior payments made by either Party (or both Parties) pursuant to Sections 2.1 and 2.2 or to this Section 2.3. For the
avoidance of doubt, such adjustment may result in a payment due from PARIS RE to Guarantor in case of clause (A) of this Section 2.3, or from Guarantor to PARIS RE in case of clause (B) of this Section 2.3. 
 2.4 Calculation and Payment of Amounts Due. 
 (a) Reserve Reports. 
 (i) Within sixty (60) calendar days following each Interim Calculation Date, Guarantor shall cause ALM to prepare, in accordance with IFRS and generally accepted reinsurance industry actuarial
standards, consistently applied, and to deliver to PARIS RE and to the Independent Actuarial Firm a report in reasonably specific detail, including all supporting calculations for each currency (an “Interim Reserve Report”), which
shall set forth, as of such Interim Calculation Date, (A) the Interim Experience for each currency, (B) the Loss Reserves for each currency and (C) any Interim Reserve Deficiency or Interim Reserve Surplus for each currency, as the
case may be, calculated on a best-estimate basis. Guarantor shall also cause ALM to deliver to PARIS RE the Actuarial Certification referred to in Section 2.4(b) hereof within one hundred and twenty (120) calendar days following each
Interim Calculation Date. 
 (ii) Within sixty (60) calendar days following the Seventh Anniversary,
Guarantor shall cause ALM to prepare, in accordance with IFRS and generally accepted reinsurance industry actuarial standards, consistently applied, and to deliver to PARIS RE and to the Independent Actuarial Firm a report in reasonably specific
detail, including all supporting calculations for each currency (the “Seventh Anniversary Reserve Report”), which shall set forth (A) the Seventh Anniversary Experience for each currency, (B) the Loss Reserves for each
currency and (C) any Reserve Deficiency or Reserve Surplus for each currency, as the case may be, calculated on a best-estimate basis. Guarantor shall also cause ALM to deliver to PARIS RE and the Actuarial Certification referred to in
Section 2.4(b) hereof within one hundred and twenty (120) calendar days following the Seventh Anniversary. 
 (iii) Within sixty (60) calendar days following each Additional Calculation Date, Guarantor shall cause ALM to prepare, in accordance with IFRS and generally accepted reinsurance industry actuarial standards, consistently applied, and
to deliver to PARIS RE and to the Independent Actuarial Firm a report in reasonably specific detail, including all supporting calculations for each currency (an “Additional Reserve Report”), which shall set forth, as of such
Additional Calculation Date, (A) the Additional Experience for each currency, (B) the Loss Reserves for each currency and

  

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(C) any Additional Reserve Deficiency or Additional Reserve Surplus for each currency, as the case may be, calculated on a best-estimate basis. Guarantor shall also cause ALM to deliver to PARIS
RE the Actuarial Certification referred to in Section 2.4(b) hereof within one hundred and twenty (120) calendar days following each Additional Calculation Date. 
 (b) Actuarial Review. 
 (i) Within ten (10) Business Days after (A) each Interim Calculation Date, (B) the Seventh Anniversary and (C) each Additional Calculation Date, Guarantor and PARIS RE shall select an
Independent Actuarial Firm; provided that if Guarantor and PARIS RE do not agree on such Independent Actuarial Firm, such Independent Actuarial Firm shall be Milliman, Inc. The Independent Actuarial Firm shall review each Interim Reserve
Report for each currency, the Seventh Anniversary Reserve Report for each currency and each Additional Reserve Report for each currency (together, the “Reserve Reports”), and shall issue a written certification of agreement or
report of differences with respect to each Reserve Report for each currency (each such certification an “Actuarial Certification”), including with respect to any Interim Reserve Deficiency or Interim Reserve Surplus for each
currency, the Reserve Deficiency or Reserve Surplus for each currency and any Additional Reserve Deficiency or Additional Reserve Surplus for each currency, as soon as practicable within sixty (60) calendar days after delivery by ALM to the
Independent Actuarial Firm of a Reserve Report. All such calculations by the Independent Actuarial Firm shall be final and binding on the Parties hereto for purposes of determining all payments due hereunder and may be entered as a judgment by
either Party in any court of competent jurisdiction. 
 (ii) The fees and expenses incurred by the Independent
Actuarial Firm shall be borne by PARIS RE and paid (i) first, through deduction from the FW Subaccount Balances (as defined in the Quota Share Retrocession Agreement) and/or the FW Canadian Account (as defined in the Canadian Quota Share
Retrocession Agreement), as applicable, in accordance with Section 8.01(c) of the Quota Share Retrocession Agreement and/or the Canadian Quota Share Retrocession Agreement, as applicable, and (ii) if the FW Subaccount Balances and/or the
FW Canadian Account, as applicable, are insufficient, through a direct payment by PARIS RE to the Independent Actuarial Firm. 
 (c) Inspections and Audit. Guarantor and its Affiliates shall have the right to inspect and/or to cause its advisors to inspect at the place of business of AXA RE, PARIS RE and the other Guaranteed
Reinsurance Subsidiaries and Branches, during regular business hours, all business records of AXA RE, PARIS RE and the Guaranteed Reinsurance Subsidiaries and Branches pertaining to the Guaranteed Portfolio and the Developed Experience as Guarantor
or such Affiliate may reasonably request (the “Right to Inspect”). 
  

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 (d) Payments and Calculation Convention. 
 (i) Within five (5) Business Days following receipt by Guarantor and PARIS RE of an Actuarial Certification, Guarantor
shall pay to PARIS RE (or as otherwise directed by PARIS RE) or PARIS RE shall pay or cause to be paid to Guarantor (or as otherwise directed by Guarantor), as the case may be, the amounts, if any, conclusively determined under this Article II to be
due pursuant to Sections 2.1, 2.2 and 2.3 hereof as set forth in the respective Actuarial Certification. 
 (ii)
All payments required to be made under this Article II shall be made by wire transfer of immediately available funds and shall be adjusted, as appropriate, to reflect payments made pursuant to Section 8.01 (c) of the Quota Share
Retrocession Agreement and/or the Canadian Quota Share Retrocession Agreement, as applicable. 
 (iii) All
calculations for each currency hereunder, including, without limitation, in respect of Loss Reserves, Seven Year Losses, Additional Losses, Ceded Reinsurance and any payments due hereunder shall be made or paid in the currency of the underlying
reserves, unless the Parties agree otherwise. 
 2.5 Default Amounts. 
 (a) Guarantor shall cause ALM to deliver to PARIS RE and Guarantor a written notice of each Default Amount that becomes the
liability of PARIS RE pursuant to the applicable provision of the Quota Share Retrocession Agreement and/or the Canadian Quota Share Retrocession Agreement (each, a “Default Amount Notice”). Any Default Amount Notice shall describe
in reasonable detail the basis for the relevant Default Amount. 
 (b) Guarantor shall reimburse PARIS RE for any
Default Amount notified to it pursuant to Section 2.5(a) within 30 days of the receipt of the relevant Default Amount Notice. Each such reimbursement shall be referred to as a “Default Amount Payment”. Notwithstanding the
foregoing, PARIS RE shall reimburse Guarantor for any portion of a Default Amount which shall cease to be a Default Amount within 30 days of the determination that the relevant portion was not due from the Inuring AXA RE Reinsurer (as defined in the
Quota Share Retrocession Agreement or the Canadian Quota Share Retrocession Agreement, as applicable) in accordance with the terms of the applicable agreement or to the extent a lower settlement is reached with the relevant Inuring AXA RE Reinsurer.

 ARTICLE III 
 Annual Reports 
 3.1 Annual Reports. 
 (a) Within sixty (60) calendar days following the end of each calendar year prior to the Seventh Anniversary, Guarantor
shall cause ALM to prepare and deliver to PARIS RE a written statement setting forth in specific detail, including all supporting calculations, the Developed Experience (including by entity and by currency) as of such year end. 
  

 12 








 (b) Within sixty (60) calendar days following the end of each calendar
year prior to the last Additional Calculation Date and subsequent to the Seventh Anniversary, Guarantor shall cause ALM to prepare and deliver to PARIS RE a written statement setting forth in specific detail, including all supporting calculations,
the Developed Experience as of such year end. 
 3.2 Quarterly Reports. Within forty five (45) calendar days
following the end of each of the first three (3) calendar quarters of every calendar year prior to the Seventh Anniversary, Guarantor shall cause ALM to prepare and deliver to PARIS RE a written statement setting forth the Developed Experience
(including by entity and by currency) as of the end of such quarter. 
 ARTICLE IV 
 Termination 
 4.1 Term. This Agreement shall become effective on the date hereof and continue in force until the earlier of (a) the date on which the payment in respect of the last Calculation Date has been made or (b) commutation of
this Agreement pursuant to Section 4.3 hereof. 
 4.2 No Prejudice. Except as provided in Section 4.3 hereof,
termination of this Agreement shall be without prejudice to accrued rights and obligations of the Parties prior to the effective date of termination. 
 4.3 Commutation. This Agreement may be terminated, by agreement of Guarantor and PARIS RE upon payment by either Party to the other Party of an amount mutually agreed to by both Parties. Upon
termination pursuant to this Section 4.3, Guarantor and PARIS RE shall be relieved of all obligations under this Agreement. 
 ARTICLE V 
 Further Assurance regarding AXA RE 
 AXA shall not, prior to the release of the funds withheld balances under the Quota Share Retrocession Agreement and the Canadian Quota Share
Retrocession Agreement and termination of the Quota Share Retrocession Agreement and the Canadian Quota Share Retrocession Agreement, (i) transfer (directly or indirectly) a Controlling Interest in AXA RE to a third party that is not an
affiliate of AXA, (ii) pledge any assets in any of the FW Canadian Account or the FW Subaccounts or (iii) take any steps to (x) appoint a liquidator, manager, receiver, administrator, administrative receiver or other similar officer
in respect of AXA RE or any of its assets or (y) cause or

  

 13 








 
commence to cause an Insolvency Event (as defined in the Quota Share Retrocession Agreement or the Canadian Quota Share Retrocession Agreement, as applicable) with respect to AXA RE. AXA RE shall
not, prior to termination of the Quota Share Retrocession Agreement and the Canadian Quota Share Retrocession Agreement, convene a meeting of its creditors or make or propose any arrangement or composition with, or any assignment for the benefit of,
its creditors. 
 ARTICLE VI 
 Miscellaneous 
 6.1 Guarantor. The obligations of each of AXA and
AXA RE as Guarantor shall be joint and several (“engagement à titre principal et solidaire”). 
 6.2
Modification; Waiver. This Agreement may be modified in any manner and at any time only by a duly authorized written instrument executed by an executive officer of each of the Parties hereto. Any of the terms and conditions of this Agreement
may be waived at any time by PARIS RE or Guarantor by the duly authorized writing of the Party entitled to the benefit of such term or condition. A waiver on one occasion will not be deemed to be a waiver of the same or any other breach or
nonfulfillment on a future occasion. Unless expressly provided otherwise herein, all remedies, whether under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative. For purposes of this Section 5.1, “duly
authorized” in the case of PARIS RE shall mean, subject to applicable Law and to the charter or other organizational documents, bylaws and resolutions of the board of directors of PARIS RE, that such written instrument shall be authorized or
ratified by resolution of its board of directors. 
 6.3 Integration. This Agreement, the Purchase Agreement, the other
Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement and understanding of the Parties relating to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether oral or
written, between the Parties hereto in respect of the subject matter of this Agreement. The terms of this Agreement cannot be changed, modified, release or discharged orally. 
 6.4 Notices. All notices, requests, demands, and other communications hereunder shall be made in accordance with the Master
Agreement; provided that all notices to Guarantor shall be made to both AXA RE and AXA. 
 6.5 Assignment. This Agreement
shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. Neither Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the
prior written approval of the other Party. Any purported assignment in violation of this Agreement is void. 
  

 14 








 6.6 Headings. The article and section headings in this Agreement are for convenience
of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 
 6.7
Governing Law. This Agreement shall be construed in accordance with and governed by the laws of France and without giving effect to conflicts of law principles. 
 6.8 Dispute Resolution. Any dispute arising out of or relating to this Agreement, including the breach, termination or invalidity thereof (each, a “Dispute”), shall initially be
submitted for resolution pursuant to the applicable provisions of the Master Agreement. 
 6.9 Jurisdiction. Subject to
Section 6.7, all Disputes shall be subject to the exclusive jurisdiction of the competent courts within the jurisdiction of the court of appeals of Paris. 
 6.10 Judgment Currency. Any sum due pursuant to any order, decision or judgment given or made under this Agreement or in connection thereto shall be in, or shall be paid in, euros. If any sum due
pursuant to any order or judgment given or made under this Agreement or in connection thereto must be converted from another currency (the “Second Currency”) into euros, or from euros into the Second Currency, for the purpose of
(i) making or filing a claim or proof, (ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing, paying or collecting such sum due pursuant to an order or judgment given or made under this Agreement or in
connection thereto, the exchange rate shall be determined by reference to the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published in the Official Journal of the European Union on the relevant
date. In any event, the exchange rate shall take into account any loss suffered as a result of any discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from euros into the Second Currency or from the
Second Currency into euros and (ii) the rate or rates of exchange at which the Parties may, in the ordinary course of business, purchase euros with the Second Currency, or purchase the Second Currency with euros, as the case may be, at the time
of such conversion. The obligations of the Parties under this Section 5.10 are separate from their other obligations hereunder and shall survive the giving or making of any judgment or order in relation to all or any of such other obligations.

 6.11 No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of,
and may be enforced only by, Guarantor and PARIS RE, and their respective successors and permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person or to create any obligations of a
Party to any such other Person. 
 6.12 Invalid Provisions. In the event that any provision of this Agreement is held to
be illegal, invalid or unenforceable in a final, unappealable order or judgment, such provision shall be severed from this Agreement and shall be inoperative, and the

  

 15 








 
Parties promptly shall negotiate in good faith a lawful, valid and enforceable provision that is as similar to such provision as may be possible and that preserves the original intentions and
economic positions of the Parties as set forth herein to the maximum extent feasible, while the remaining provisions of this Agreement shall remain binding on the Parties hereto. Without limiting the generality of the foregoing sentence, in the
event a change in any applicable Law makes it unlawful for a Party to comply with any of its obligations hereunder, the Parties shall negotiate in good faith a modification to such obligation to the extent necessary to comply with such Law that is
as similar in terms to the original obligation as may be possible while preserving the original intentions and economic positions of the Parties as set forth herein to the maximum extent feasible. 
 6.13 Interpretation. Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.” The words “herein,” “hereof,” “hereunder” and other words of similar import shall refer to this Agreement as a whole and not to
any particular part or subdivision of this Agreement. Whenever herein the singular is used, the same shall include the plural, where appropriate (and vice versa), and words of any gender, shall include each other gender, where appropriate. All
references in this Agreement to “dollars” or “$” shall be to the currency of the United States of America and all references to “euros” or “€” shall be to the currency of participating member states of
the European Union that have adopted a single currency in accordance with the Treaty on European Union of February 7,1992. No rule of construction against the draftsperson shall be applied in connection with the interpretation and enforcement
of this Agreement. 
  

 16 








 IN WITNESS WHEREOF, the Parties hereto have each caused this Agreement to be executed by
their respective duly authorized officers as of the date first above written. 
  

			
	AXA
		
	By:	 	




		 	Name:
		 	Title:
	
	AXA RE
		
	By:	 	




		 	Name:
		 	Title:
	
	PARIS RE
		
	By:	 	




		 	Name:
		 	Title:









 Schedule 1  
 Ceded Reinsurance 
 [See attached disc, which, for
the avoidance of doubt, does not contain all contracts that constitute Ceded Reinsurance and is attached hereto for illustrative purposes only.] 







 Schedule 2  
 Excluded Reserves 
  

			
	 	  	Claims Reserves
(Net, undiscounted,
amounts in euros)
	 Entities/Portfolios excluded
	  	
	 AXA RE Paris (Life)
	  	75
	 AXA RE Canadian Branch (Life)
	  	nm
	 AXA RE FINANCE
	  	9
	 AXA RE UK
	  	98
		  	 
	 Total
	  	183

 nm – not meaningful








 Schedule 3  
 Companies Reserves 
  

																								
	 	  	Consolidated
Claims
reserves	  	In millions of euros	 	 	Local Net Claims reserves by currency
	 	  	Net1 (euros)	  	Exchange
rate
difference	  	Interco
accounts	 	 	CAD	  	EUR	 	 	GBP	  	JPY	  	SGD	  	USD	 	 	Other
in
EUR
	 Entities/Portfolios included
	  		  		  			 		  			 		  		  		  			 	
	 AXA RE America Insurance Company1
	  	—  	  	—  	  	—  	  	 	—  	  	—  	  	 	—  	  	—  	  	—  	  	2	  	 	—  
	 AXA RE Latin America Inc., Rise Limited2
	  	—  	  	—  	  	—  	  	 	—  	  	—  	  	 	—  	  	—  	  	—  	  	—  	  	 	—  
	 AXA Space Inc.
	  	—  	  	—  	  	—  	  	 	—  	  	—  	  	 	—  	  	—  	  	—  	  	—  	  	 	—  
	 AXA RE Paris (Non life)
	  	2,279	  	—  	  	11	  	 	11	  	478	  	 	63	  	432	  	1	  	1,862	  	 	126
	 AXA RE Canadian Branch (Non life)
	  	334	  	1	  	(1	) 	 	443	  	—  	  	 	—  	  	—  	  	—  	  	13	  	 	—  
	 AXA RE Asia Pacific
	  	133	  	—  	  	(28	) 	 		  	(23	) 	 		  	4,224	  	52	  	(2	) 	 	74
	 C.G.R.M.
	  	3	  	—  	  	23	  	 	1	  	15	  	 	0	  	0	  		  	11	  	 	0
	 AXA RE Hong Kong Branch
	  	1	  	0	  	—  	  	 		  			 		  		  		  			 	1
	 AXA RE London Branch
	  	13	  	0	  	—  	  	 		  			 	9	  		  		  			 	
	 AXA RE Madeira Branch
	  	3	  	—  	  	0	  	 		  			 	2	  		  		  	0	  	 	
	 AXA RE Paris (Life, included part)
	  	50	  	—  	  	—  	  	 	—  	  	7	  	 	0	  	63	  	—  	  	42	  	 	6
	 Total
	  	2,816	  	2	  	5	  	 	454	  	477	  	 	75	  	4,719	  	52	  	1,928	  	 	207

  

	1	 Converted into euros at exchange rates set forth below. 


  

			
	Exchange rates:
		
	 CAD
	  	0.731797
	 EUR
	  	1.000000
	 GBP
	  	1.485443
	 JPY
	  	0.007042
	 SGD
	  	0.504134
	 USD
	  	0.848536

  

	1	 Entity not consolidated, therefore does not appear in the consolidated claims reserves column. 



	2	 Entity not consolidated, therefore does not appear in the consolidated claims reserves column.