**Exhibit 4.47****Execution Copy**STOCK PURCHASE AGREEMENTby and betweenNATIONAL INDEMNITY COMPANYandCONVERIUM AGdated as of October 16, 2006
 

 
TABLE OF CONTENTS       Page ARTICLE I. DEFINITIONS  2      1.1. Definitions  2      ARTICLE II. PURCHASE AND SALE OF THE SHARES  11      2.1. Purchase and Sale of the Shares  11 2.2. The Closing  11 2.3. Deliveries at the Closing  11      ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE SELLER  12      3.1. Organization and Qualification of the Seller  12 3.2. Authorization, Validity and Enforceability  12 3.3. No Conflicts  12 3.4. Consents and Approvals  13 3.5. Organization and Qualification of the Company and its Subsidiaries  13 3.6. Capitalization of Company  13 3.7. Capitalization of CRNA and CINA  14 3.8. Title to Shares  14 3.9. Financial Statements  14 3.10. Absence of Changes  15 3.11. Legal Proceedings  15 3.12. Compliance with Laws; Permits  15 3.13. Contracts  15 3.14. Property and Assets  17 3.15. Intellectual Property  17 3.16. Employee Benefit Plans  17 3.17. Employee Relations  18 3.18. Insurance Policies  18 3.19. Tax Matters  18 3.20. Bank Accounts  18 3.21. Material Services Provided by Seller  19 3.22. No Brokers  19 3.23. No Other Representations or Warranties  19      ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER  19      4.1. Organization of the Purchaser  19 4.2. Authorization, Validity and Enforceability  20 4.3. No Conflicts  20 4.4. Purchaser Consents and Approvals  20 4.5. Investment Intent  20 4.6. Financing  21 4.7. No Brokers  21 4.8. No Knowledge of Misrepresentations or Omissions  21 
 

 
       Page 4.9. No Other Representations or Warranties  21      ARTICLE V. COVENANTS  21      5.1. Conduct of Business  21 5.2. Access; Confidentiality  23 5.3. Intercompany Accounts; Intercompany Agreements  24 5.4. Cooperation and Reasonable Best Efforts  24 5.5. Director and Officer Indemnification  24 5.6. Consents and Approvals  25 5.7. Press Releases  26 5.8. Records Retention, Accounting and Tax Support  26 5.9. Tax Matters  26 5.10. Transfer Taxes  27 5.11. No Section 338 Election  27 5.12. Employee Benefits Matters  27 5.13. Guaranteed Reinsurance Contracts  28 5.14. Litigation Cooperation  29 5.15. Rights to the Converium Name and Converium Marks  32 5.16. Proprietary and Third Party Software  33      ARTICLE VI. CONDITIONS TO CLOSING  34      6.1. Conditions to the Obligation of the Purchaser to Close  34 6.2. Conditions to the Obligation of the Seller to Close  35 6.3. Waiver of Closing Conditions  36 6.4. Frustration of Closing Conditions  36      ARTICLE VII. INDEMNIFICATION  37      7.1. No Survival of Representations and Warranties  37 7.2. Indemnification of the Purchaser  37 7.3. Indemnification of the Seller  37 7.4. Matters Involving Third Parties Other Than Tax Claims  37 7.5. Matters Involving Tax Claims  38 7.6. Matters Not Involving Third-Party Claims  39 7.7. Collateral Source Recoveries  39 7.8. Cooperation  39 7.9. Termination of Indemnification  39 7.10. Exclusive Remedy  39      ARTICLE VIII. TERMINATION  40      8.1. Termination of Agreement  40 8.2. Effect of Termination  40      ARTICLE IX. MISCELLANEOUS  41      9.1. Notices  41 9.2. Fees and Expenses  42 9.3. Entire Agreement; Waivers and Amendments  42 9.4. Assignment; Binding Effect  42 
 

 
       Page 9.5. No Third-Party Beneficiaries  42 9.6. Governing Law  42 9.7. Consent to Jurisdiction  42 9.8. Waiver of Jury Trial and Pre-Answer Security  43 9.9. Interpretation  43 9.10. Variation in Pronouns  44 9.11. Captions  44 9.12. Counterparts  44 9.13. Extension; Waiver  44 9.14. No Representation Regarding Reserves  44    **SCHEDULE**  **NUMBER** **SCHEDULE NAME**   1.1(a) ReCap Employees Obligations1.1(b) Restructuring Transactions3.3 No Conflicts3.4 Consents and Approvals3.5 Organization and Qualification ofthe Company and its Subsidiaries3.6 Capitalization of Company3.7 Capitalization of CRNA and CINA3.10 Absence of Changes3.11 Legal Proceedings3.12 Compliance with Laws; Permits3.13(a) Contracts3.13(b) Guaranteed Reinsurance Contracts3.13(c) Breaches, Violation or Defaults of Material Contracts3.14 Property and Assets3.16 Employee Benefit Plans3.17 Employee Relations3.18 Insurance Policies3.19 Tax Matters3.20 Bank Accounts3.21 Material Services Provided by Seller4.4 Purchaser Consents and Approvals5.1 Conduct of Business5.3 Intercompany Accounts; Affiliate Agreements5.6 Consents and Approvals5.16(a) Proprietary Software6.1(b) Consents6.1(h) Permitted Commutations6.2(b) Consents
 

 
   ** **  ** ** ** **ANNEX A Form of CRNA Transition Services AgreementANNEX B Form of Transitional Trademark License AgreementANNEX C Form of NICO Commutation AgreementANNEX D Form of Quota Share AgreementANNEX E Employee Payments Budget
 

 
STOCK PURCHASE AGREEMENT               THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as ofOctober 16, 2006 by and between National Indemnity Company, a corporation organized under the lawsof the State of Nebraska, United States of America (the “Purchaser” or “NICO”), andConverium AG, a corporation organized under the laws of Switzerland (the “Seller”).RECITALS               WHEREAS, the Seller owns 100 shares (the “Shares”) of the common stock, par value$0.01 per share, of Converium Holdings (North America) Inc., a corporation organized under the lawsof the State of Delaware (the “Company”), which Shares constitute all of the outstandingcapital stock of the Company; and               WHEREAS, the Company owns 100 shares (the “CRNA Shares”) of the common stock, parvalue $35,000 per share, of Converium Reinsurance (North America) Inc., a corporation organizedunder the laws of the State of Connecticut (“CRNA”), which CRNA Shares constitute all ofthe outstanding capital stock of CRNA; and               WHEREAS, CRNA owns 5,000 shares (the “CINA Shares”) of the common stock, par value$1,000 per share, of Converium Insurance (North America) Inc., a corporation organized under thelaws of the State of New Jersey (“CINA”), which CINA Shares constitute all of theoutstanding capital stock of CINA; and               WHEREAS, CRNA has previously issued the Surplus Note (as defined below) to Converium HoldingAG (the “Parent”); and               WHEREAS, prior to, or contemporaneously with, the consummation of the transactionscontemplated by this Agreement and the Ancillary Agreements (as defined below), the Seller intendsto complete the Restructuring Transactions (as defined below); and               WHEREAS, it is the intention of the parties that prior to the consummation of the transactionscontemplated by this Agreement, the Surplus Note will be assigned to the Company or, at thePurchaser’s direction, to any other Person (as defined below) designated by the Purchaser so longas such assignment to a Person other than the Company does not result in any Adverse Consequences(as defined below) to the Parent, the Seller or the Company (if such Adverse Consequences to theCompany would have Adverse Consequences to the Parent or the Seller by operation of the indemnityfor Pre-6/30 Taxes contemplated by Section 7.2(b) below or otherwise result in Adverse Consequencesto the Seller).               NOW, THEREFORE, in consideration of the foregoing and the representations, warranties,covenants and agreements contained herein, and for other good and valuable consideration thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree asfollows:
 

 
ARTICLE I.DEFINITIONS               1.1. Definitions. The following terms when used in this Agreement (including theSchedules and Exhibits hereto) shall have the following meanings:               “Action” means any action, suit, threatened suit, litigation, threatened litigation,proceeding, investigation or inquiry (whether formal or informal, including by any GovernmentalEntity), claim, demand, arbitration demand or arbitration.               “Adverse Consequences” has the meaning set forth in Section 7.2.               “Affiliate” means with respect to any Person, any Person directly or indirectlycontrolling, controlled by, or under direct or indirect common control with, such Person. A Personwill be deemed to control a Person if such Person possesses, directly or indirectly, the power todirect or cause the direction of the management and policies of such Person, whether through theownership of voting securities, by contract or otherwise.               “Agribusiness IP Rights” means any and all intellectual property rights held by CRNAor CINA associated with the provision of crop production insurance, including any (i) patents andapplications therefor, including continuations, divisionals, continuations-in-part, or reissues ofpatent applications and patents issuing thereon, inventions (whether patentable or unpatentable orreduced to practice), designs, formulae, algorithms, methods, techniques, know-how, technical data,programs, specifications, processes, improvements, drawings, technology; (ii) trade secrets and allother rights in or to confidential business or technical information; (iii) works of authorship,copyrights, copyright registrations and applications therefor and all other rights correspondingthereto; (iv) software, whether in source code or object code, databases and compilations,including any and all data and collections of data, whether machine readable or otherwise and (v)trademarks, trade names, service marks, service names, trade dress rights and similar design oforigin and rights therein, and all goodwill symbolized thereby or associated therewith.               “Agreement” has the meaning set forth in the first paragraph of this Agreement.               “Ancillary Agreements” means the CRNA Transition Services, the NICO CommutationAgreement and the Transitional Trademark License Agreement.               “Applicable Insurance Code(s)” means the insurance laws to which CRNA and CINA aresubject, including the insurance laws of the States of Connecticut, New Jersey, California andFlorida. In all cases, Applicable Insurance Code shall include the rules and regulationspromulgated under any of the foregoing laws.               “Applicable Insurance Department(s)” means the insurance regulatory agencies by whichCRNA and CINA are subject to supervision, including the Connecticut Department of Insurance, theNew Jersey Department of Insurance and Banking, the California Department of Insurance and theFlorida Office of Insurance Regulation.
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               “Books and Records” has the meaning set forth in Section 5.8.               “Budget” has the meaning set forth in Section 5.1(b)(xvi).               “Business Day” means any day other than a Saturday, Sunday or other day on whichcommercial banks in Omaha, Nebraska, or Zurich are required or authorized by law to be closed.               “CHNA” means Converium Holdings (North America) Inc., a Delaware corporation.               “CHNA Intercompany Loans” means the principal amount of the intercompany loans payableby CHNA to Converium AG or any of its Affiliates, plus accrued interest thereon.               “CINA” means Converium Insurance (North America) Inc., a New Jersey corporation.               “CINA Domiciliary Insurance Department” means the insurance department of the State ofNew Jersey.               “CINA Shares” has the meaning ascribed to it in the third Recital of this Agreement.               “Closing” has the meaning set forth in Section 2.2.               “Closing Date” has the meaning set forth in Section 2.2.               “Code” means the Internal Revenue Code of 1986, as amended.               “Common Interest Matters” has the meaning set forth in Section 5.14(g).               “Commutation” means, with respect to a Reinsurance Contract, the termination andmutual release of all past, present and future obligations and the estimation and payment of afinal cash settlement of all obligations either as required by its terms or effected by mutualagreement of the parties thereto.               “Commutation Payment” has the meaning set forth in Section 6.1(h).               “Company” has the meaning set forth in the first Recital of this Agreement.               “Company Claim” means any Action brought against the Company or any of itsSubsidiaries relating to or arising from the conduct or operations of the Company or itsSubsidiaries that occurred prior to the Closing Date.               “Company Insurance Policies” has the meaning set forth in Section 3.18.               “Company Materials” means (i) all previously prepared memoranda of law and allanalyses and materials related to a Company Claim, (ii) all agreements, contracts and othermemoranda, including preparatory materials, drafts and all oral and written communications
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pertaining to a Company Claim, and (iii) any documents or other information relating to aCompany Claim that would otherwise be protected by any applicable privilege or work productprotection from disclosure to third parties other than the parties hereto. For the avoidance ofdoubt, Company Materials shall not include any information relating to a party which is or becomespublicly available other than through a breach of this Agreement by the disclosing party.               “Confidentiality Agreement” means the Confidentiality Agreement between the Parent andthe Purchaser dated June 16, 2006.               “Consents” has the meaning set forth in Section 3.4.               “Contracts” means all written contracts, agreements, undertakings, indentures, notes,debentures, bonds, loans, instruments, leases, mortgages, commitments or binding arrangements.               “Converium Name and Converium Marks” has the meaning set forth in Section 5.15(a).               “Converium Third Party Claim” means any Action brought against the Seller relating toor arising from the conduct or operations of the Company or its Subsidiaries that occurred prior tothe Closing Date.               “CRNA” means Converium Reinsurance (North America) Inc., a corporation organized underthe laws of the State of Connecticut.               “CRNA Domiciliary Insurance Department” means the insurance department of the State ofConnecticut.               “CRNA Shares” has the meaning ascribed to it in the second Recital of this Agreement.               “CRNA Transition Services Agreement” means the transition services agreement in theform attached hereto as Annex A pursuant to which Converium AG agrees to provide CRNA certainservices on a transitional basis.               “Director and Officer Indemnified Parties” has the meaning set forth in Section5.5(a).               “Debt” shall mean any liability in respect of borrowed money or guarantees of theforegoing, provided that Debt shall not include any Reinsurance Contracts.               “Domiciliary Insurance Departments” means the CINA Domiciliary Insurance Departmentand the CRNA Domiciliary Insurance Department.               “Employee” means each current full-time or part-time employee of the Company or any ofits Subsidiaries, including any such employee who is on disability or leave of absence.
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               “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and theregulations promulgated thereunder.               “ERISA Affiliate” means each entity that is, or has been, treated as a single employerwith Seller, CRNA or CINA during the 5-year period preceding the date hereof for purposes of CodeSection 414.               “GAAP” means generally accepted accounting principles in the United States.               “Governmental Entity” means any federal, state, local or foreign government, politicalsubdivision, legislature, court, agency, department, bureau, commission or other governmental orregulatory authority, body or instrumentality, including any insurance or securities regulatoryauthority.               “Guarantee Claim” has the meaning set forth in Section 5.13(d).               “Guaranteed Reinsurance Contracts” means any assumed Reinsurance Contracts issued byCRNA and guaranteed for the benefit of the cedants of such Reinsurance Contracts by Converium AGand/or any Reinsurance Contracts in respect of which Converium AG is obligated to assume suchReinsurance Contract by way of novation or other mechanic upon request of any such cedant.               “Guaranteed Reinsurance Novation Contract” means any Guaranteed Reinsurance Contractin respect of which Converium AG is obligated to assume such Reinsurance Contract by way ofnovation or other mechanic upon request of any such cedant.               “Guarantees” means the obligations (including any obligations to assume suchReinsurance Contracts by way of a novation or other mechanic) of Converium AG in respect of theGuaranteed Reinsurance Contracts.               “Guarantor” means Converium AG in its capacity as guarantor under or in conjunctionwith any Guaranteed Reinsurance Contract(s).               “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,and the rules and regulations promulgated thereunder.               “Incentive Plans” has the meaning set forth in Section 5.12.               “Indemnified Party” and “Indemnifying Party” have the respective meanings setforth in Section 7.4.               “Insurance Approvals” means the Purchaser Insurance Approvals and the Seller InsuranceApprovals.               “Investment Broker” has the meaning set forth in Section 3.22.
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               “Intercompany Agreement” shall mean any agreement between (x) the Company or any ofits Subsidiaries, on the one hand, and (y) the Seller or any of its Affiliates (other than theCompany or any of its Subsidiaries).               “IRS” means the Internal Revenue Service.               “Knowledge of Seller” or words of other similar import means the actual knowledge ofany of Paul Dassenko, Corcoran Byrne, Ray Dowling, Barbara Contreras, Jeff Jarman, Mary Rauscher,Joanne Spalla, Paolo De Martin, Christian Felderer and Irene Lueling.               “Leased Real Property” has the meaning set forth in Section 3.14.               “Lien” means any lien, pledge, mortgage, security interest, charge, adverse claim orother encumbrance of any kind.               “Material Adverse Effect” means any material adverse effect on the business,operations, financial condition or results of operations of the Company and its Subsidiaries, takenas a whole, other than effects arising out of, resulting from, caused by or attributable to (a)changes in conditions in the United States or global economy or capital or financial marketsgenerally, including changes in interest or exchange rates, (b) changes in law or in legal,regulatory, political, economic or business trends or conditions, (c) changes in GAAP or regulatoryaccounting principles, including SAP, after the date of this Agreement, (d) the announcement ofthis Agreement and the Ancillary Agreements and the identity of the Purchaser or the consummationof the transactions contemplated hereby or thereby, (e) actions required or permitted to be takenpursuant to this Agreement or taken with the Purchaser’s consent, (f) any action taken by thePurchaser or its Affiliates with respect to the transactions contemplated hereby or by theAncillary Agreements, (g) any increase in the Reserves, (h) claims made under ReinsuranceContracts, (i) any Commutations which occur prior to the Closing Date, (j) any Converium ThirdParty Claim and (k) Regulatory Body Matters.               “Material Contract” means any Contract required to be set forth on Schedule 3.13.               “Material Permit” has the meaning set forth in Section 3.12.               “Materials” means (i) all previously prepared memoranda of law and all analyses andmaterials related to a Converium Third Party Claim, (ii) all agreements, contracts and othermemoranda, including preparatory materials, drafts and all oral and written communicationspertaining to a Converium Third Party Claim, and (iii) any documents or other information relatingto a Converium Third Party Claim that would otherwise be protected by any applicable privilege orwork product protection from disclosure to third parties other than the parties hereto. For theavoidance of doubt, Materials shall not include any information relating to a party which is orbecomes publicly available other than through a breach of this Agreement by the disclosing party.               “NICO” has the meaning ascribed to it in the first paragraph of this Agreement.               “NICO Commutation Agreement” has the meaning set forth in Section 6.2(d).
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               “Ordinary Course of Business” means the manner in which the Company and any of itsSubsidiaries, as the case may be, have conducted their business and operations since CRNA wasplaced into run-off in August 2004, which includes the Commutation of Reinsurance Contracts.               “Parent” has the meaning ascribed to it in the fourth Recital.               “Permits” means all licenses, certificates of authority, permits, orders, consents,approvals, registrations, authorizations, qualifications and filings under any applicable federal,state, local or foreign laws or with any Governmental Entities.               “Permitted Commutations” means the Commutations of the Reinsurance Contractsidentified as Permitted Commutations on Schedule 5.1.               “Permitted Liens” means any Lien that (a) is disclosed in the Statutory Statements ofCRNA, including, if applicable, in the notes thereto, (b) is disclosed in the Statutory Statementsof CINA, including, if applicable, in the notes thereto, (c) is a mechanic’s, repairman’s,materialman’s or other like Lien in respect of liabilities that are not yet due or that are beingcontested in good faith, (d) constitutes a statutory Lien or other Lien not securing a monetaryobligation arising in the Ordinary Course of Business, (e) is a Lien for current Taxes not yetdelinquent, or (f) does not materially adversely affect the value of the asset, property or rightsubject thereto or materially interfere with the present use of such asset, property or right.               “Person” means any individual, corporation, partnership, limited liability company,firm, joint venture, association, joint stock company, trust, unincorporated organization,Governmental Entity or other entity or organization.               “Plan” means any “employee benefit plan” (as such term is defined in section 3(3) ofERISA), and any other retirement, pension, profit-sharing, thrift, savings, target benefit,employee stock ownership, cash or deferred, deferred or incentive compensation, bonus, stay bonus,stock option, employee stock purchase, phantom stock, stock appreciation, change in control,medical, dental, vision, psychiatric counseling, vacation, sick pay, disability or fringe benefitplan, program or arrangement in which any current or former officer or Employee of the Company orany of its Subsidiaries have participated, or as to which the Company or any of its Subsidiarieshave any present or contingent liability.               “Pre-6/30 Taxes” means (i) all liability for Taxes of the Company and its Subsidiariesfor Pre-6/30 Tax Periods if, and to the extent that, such Taxes exceed the provision for Taxes onthe June 30, 2006 balance sheet of the Company and its Subsidiaries (other than deferred Taxes thatreflect timing differences between book and Tax income) and (ii) all liability resulting by reasonof the several liability of the Company and its Subsidiaries pursuant to Treasury Regulations §1.1502-6(a); provided however, that for purposes of this definition the following shall beconsidered a liability for Taxes: (x) any payments that the Company or any of its Subsidiaries isrequired to make pursuant to the ZFS Tax Sharing Agreement in respect of Pre-6/30 Tax Periods and(y) the amount of any incremental cash Tax liability actually incurred by Purchaser, the Company orany of its Subsidiaries after the Closing Date as a result of a reduction in the net operatinglosses of the Company and its Subsidiaries for U.S. federal income
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tax purposes for any Pre-6/30 Tax Period such that the amount of available net operatinglosses for U.S. federal income tax purposes as of June 30, 2006 is less than the maximum amountusable under Section 382 of the Code as applied to the transactions contemplated by this Agreement.Except as provided in the previous sentence, for purposes of this definition any reduction in anet operating loss or other Tax attribute shall not be considered a liability for Taxes. Forpurposes of this definition, in the case of any Taxable Period that begins before and ends afterJune 30, 2006, (i) real, personal and intangible property Taxes (“Property Taxes”) of theCompany or any of its Subsidiaries for the Pre-6/30 Tax Period shall be equal to the amount of suchProperty Taxes for the entire Taxable Period multiplied by a fraction, the numerator of which isthe number of days during the Taxable Period that are in the Pre-6/30 Tax Period and thedenominator of which is the number of days in the Taxable Period; and (ii) the Taxes of the Companyor any of its Subsidiaries (other than Property Taxes) for the portion of the Taxable Period thatconstitutes a Pre-6/30 Tax Period shall be computed as if such taxable period ended as of the closeof business on June 30, 2006.               “Pre-6/30 Tax Period” means any Taxable Period ending on or before June 30, 2006 and,with respect to a Taxable Period that begins on or before June 30, 2006 and ends thereafter, theportion of such Taxable Period ending on and including June 30, 2006.               “Property” means any real, personal or mixed property, whether tangible or intangible.               “Property Taxes” has the meaning set forth in the definition of Pre-6/30 Taxes.               “Proprietary Software” has the meaning set forth in Section 5.16               “Purchase Price” has the meaning set forth in Section 2.1(a).               “Purchaser” has the meaning set forth in the first paragraph of this Agreement.               “Purchaser Indemnitees” has the meaning set forth in Section 7.2.               “Purchaser Insurance Approvals” means all Consents required to be obtained, made orgiven by the Purchaser pursuant to the Applicable Insurance Codes.               “PwC” means PricewaterhouseCoopers Ltd.               “ReCap Employees Obligations” shall mean all of the liabilities arising out of orrelating to the matters set forth on Schedule 1.1(a).               “Regulatory Body Matters” means any proceeding, investigation or inquiry, whetherformal or informal, or Action involving or undertaken by any governmental or regulatory agency,body or representative (including without limitation the United States Securities and ExchangeCommission, any State attorneys general office or any State insurance department).               “Reinsurance Contracts” means all Contracts, treaties, facultative certificates,policies or other arrangements, other than Company Insurance Policies, to which the Company
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or any of its Subsidiaries is a party or by which any of them are bound or subject, providingfor insurance, ceding or assumption of reinsurance, excess insurance or retrocessions, including,without limitation, all insurance policies, reinsurance policies, and retrocession agreements, ineach case as such Contract, treaty, facultative, policy or other arrangement may have been amended,modified or supplemented, other than the Company Insurance Policies, irrespective of how sucharrangement is accounted for.               “Representatives” has the meaning set forth in Section 5.2(a).               “Reserves” means the reserves, funds, accruals and provisions held by CRNA and CINAfor insurance, reinsurance and retrocessional loss and loss adjustment expenses, including incurredbut not reported loss and loss adjustment expenses, reserves with respect to uncollectiblereinsurance and retrocession and reserves for unearned premiums and accrued premiums.               “Restructuring Transactions” means those transactions set forth on Schedule1.1(b).               “SAP” means the applicable statutory accounting practices prescribed or permitted bythe applicable Domiciliary Insurance Department.               “Securities Act” means the Securities Act of 1933, as amended.               “Seller” has the meaning set forth in the first paragraph of this Agreement.               “Seller Indemnitees” has the meaning set forth in Section 7.3.               “Seller Insurance Approvals” means all Consents required to be obtained, made or givenby the Seller, the Company or any of its Subsidiaries pursuant to the Applicable Insurance Codes.               “Senior Notes” means the 7 1/8% 200,000,000 Senior Notes due 2023 issued pursuant tothe Senior Notes Indenture.               “Senior Notes Indenture” means the Indenture, dated as of October 20, 1993, betweenZRCH and The Bank of New York, as Trustee, as supplemented by the First Supplemental Indenturethereto, dated as of November 20, 2001, by and among ZRCH, CHNA and the Trustee.               “SETP” has the meaning set forth in Section 5.9(a).               “Shares” has the meaning ascribed to it in the first Recital of this Agreement.               “Statutory Statements of CINA” means the Annual Statements of CINA, as filed with itsDomiciliary Insurance Department, for the year ended December 31, 2005 and the Quarterly Statementsof the condition and affairs of CINA, as filed with its Domiciliary Insurance Department, for thequarterly periods ended March 31, 2006 and June 30, 2006.
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               “Statutory Statements of CRNA” means the Annual Statements of CRNA, as filed with itsDomiciliary Insurance Department, for the year ended December 31, 2005 and the Quarterly Statementsof the condition and affairs of CRNA, as filed with its Domiciliary Insurance Department, for thequarterly periods ended March 31, 2006 and June 30, 2006.               “Subsidiary” and “Subsidiaries” means, with respect to any Person, anycorporation, partnership, limited liability company, joint venture or other entity in which suchPerson (i) owns, directly or indirectly, 50% or more of the outstanding voting securities, equityinterests, profits interest or capital interest, (ii) is entitled to elect at least a majority ofthe board of directors or similar governing body, or (iii) in the case of a limited partnership orlimited liability company, is a general partner or managing member, respectively.               “Surplus Note” means the 8.75% $150,000,000 Surplus Note issued by CRNA in favor ofthe Parent.               “Target Cash Payment” has the meaning set forth in Section 6.1(h).               “Tax” and “Taxes” mean all income, profits, gains, gross receipts, net worth,premium, value added, ad valorem, sales, use, excise, stamp, transfer, franchise, withholding,payroll, employment, occupation, workers’ compensation, disability, severance, unemploymentinsurance, social security and property taxes, and all other taxes, levies, fees, imposts, dutiesand charges of any kind whatsoever, together with any interest, penalties and additions theretoimposed by any Governmental Entity (“Taxing Authority”), including all amounts imposed as aresult of being a member of an affiliated or combined group.               “Tax Claim” means any claim related to Taxes.               “Tax Return” means all returns, reports, elections, estimates, declarations,information statements and other forms and documents (including all schedules, exhibits, and otherattachments thereto) relating to, and required to be filed or maintained in connection with thecalculation, determination, assessment or collection of, any Taxes (including estimated Taxes).               “Taxing Authority” has the meaning set forth in the definition of Taxes.               “Taxable Period” means any taxable year or any other period that is treated as ataxable year with respect to which any Tax may be imposed under any statute, rule, or regulation.               “Third-Party Claim” has the meaning set forth in Section 7.4.               “Tillinghast Report” means the report titled “CRNA Review of Loss and Loss AdjustmentExpense Liabilities as of June 30, 2006” dated August 30, 2006 prepared by the Tillinghastbusiness of Towers, Perrin Forster & Crosby, Inc, trading as Towers Perrin relating to the adequacyof the Reserves of CRNA as of June 30, 2006 excluding business subject to the RestructuringTransactions and the Permitted Commutations.
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               “Transitional Trademark License Agreement” means the transitional trademark licenseagreement in the form attached hereto as Annex B.               “WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988.               “ZFS Tax Sharing Agreement” means the Tax Sharing and Indemnification Agreement, datedOctober 1, 2001, by and among ZRCH, ZGA US Limited, a Delaware Corporation, CHNA, CRNA and, solelyfor purposes of Section 5.05 thereof, Zurich Insurance Company, a Swiss corporation, and theParent.               “ZRCH” means Zurich Reinsurance Centre Holdings, Inc., a Delaware corporation.ARTICLE II.PURCHASE AND SALE OF THE SHARES          2.1. Purchase and Sale of the Shares. (a) Upon the terms and subject to theconditions set forth in this Agreement, the Purchaser agrees to purchase, and the Seller agreesto sell, assign, transfer and deliver to the Purchaser, the Shares, free and clear of all Liens(other than any restrictions on transferability of the Shares expressly provided in theApplicable Insurance Codes, the Securities Act and any applicable state securities laws) for apurchase price (the “Purchase Price”) equal to the sum of (x) $74,000,000, plus (y) theprincipal amount of the CHNA Intercompany Loans, including accrued and unpaid interest throughthe Closing Date; provided that the amount payable pursuant to clause (y) of this Section 2.1(a)in full satisfaction of the CHNA Intercompany Loans shall be $21,000,000 unless the Closingoccurs after April 14, 2007, in which case the amount payable under clause (y) of this Section2.1(a) shall be no more than $28,125,000.          2.2. The Closing. Subject to the satisfaction or waiver of all of the conditions toclosing set forth in Article VI, the closing (the “Closing”) of the purchase and sale ofthe Shares hereunder shall take place at the offices of Willkie Farr & Gallagher LLP, 787 SeventhAvenue, New York, New York at 10:00 a.m., New York City time, on the third Business Day followingthe date on which all of the conditions set forth in Article VI (other than those conditions thatare contemplated to be satisfied by the respective parties at the Closing itself) have beensatisfied or waived, or at such other time or place as may be mutually agreed upon by the partieshereto. The date on which the Closing occurs is referred to herein as the “ClosingDate.”          2.3. Deliveries at the Closing. At the Closing:          (a) the Seller shall deliver to the Purchaser (i) certificates representing the Shares freeand clear of all Liens, duly endorsed in blank for transfer or accompanied by stock powers dulyendorsed in blank, (ii) the written resignation of any directors of the Company or its Subsidiarieswho are designated by the Purchaser for replacement, effective upon the Closing, (iii) theinstruments evidencing the CHNA Intercompany Loans for cancellation, (iv) instruments evidencingthe assignment of the Surplus Note as contemplated by Section 6.1(g) and (v) all
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other documents and instruments required hereunder to be delivered by the Seller to thePurchaser at the Closing; and          (b) the Purchaser shall (i) pay to the Seller the Purchase Price by wire transfer ofimmediately available funds to an account or accounts designated by the Seller in a written noticedelivered to the Purchaser not later than two (2) Business Days prior to the Closing Date, and (ii)deliver to the Seller all other documents and instruments required hereunder to be delivered by thePurchaser to the Seller at the Closing.ARTICLE III.REPRESENTATIONS AND WARRANTIES OF THE SELLER          The Seller hereby represents and warrants to the Purchaser, except as disclosed in any of theSchedules hereto, or the documents or other materials included in the online data room or otherwisemade available to the Purchaser, as follows:          3.1. Organization and Qualification of the Seller. The Seller is a corporation dulyorganized, validly existing and in good standing under the laws of Switzerland.          3.2. Authorization, Validity and Enforceability. The Seller has all requisitecorporate power and authority to execute and deliver this Agreement and the Ancillary Agreementsto which it is a party, to perform its obligations hereunder and thereunder and to consummate thetransactions contemplated hereby and thereby, including, without limitation, the sale of theShares. The execution, delivery and performance by the Seller of this Agreement and theAncillary Agreements and the consummation of the transactions contemplated hereby and thereby bythe Seller have been duly and validly authorized by all necessary corporate action on the part ofthe Seller and no other corporate proceedings on the part of the Seller is necessary to authorizethe execution, delivery and performance of this Agreement and the Ancillary Agreements to whichit is party or the consummation of any of the transactions contemplated hereby or thereby. ThisAgreement has been duly executed and delivered by the Seller and constitutes the legal, valid andbinding obligation of the Seller, enforceable against the Seller in accordance with its terms.          3.3. No Conflicts. Assuming compliance with the matters referred to in Section 3.4below, except as set forth in Schedule 3.3, the execution, delivery and performance bythe Seller of this Agreement and the Ancillary Agreements to which it is a party and theconsummation of the transactions contemplated hereby and thereby do not and will not conflictwith, result in any breach or violation of, constitute a default under (or an event that with thegiving of notice or the lapse of time or both would constitute a default under), or give rise toany right of termination or acceleration of any right or obligation of the Seller, the Company orany of its Subsidiaries under, or result in the creation or imposition of any Lien upon anyassets or Properties (including, without limitation, the Shares) of the Seller, the Company orany of its Subsidiaries by reason of the terms of (a) the certificate or articles ofincorporation or bylaws of the Seller, the Company or any of its Subsidiaries, (b) any materialContract to which the Seller, the Company or any of its Subsidiaries are a party or by or towhich any of them or their assets or Properties (including, without limitation, the Shares)
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may be bound or subject, (c) any applicable order, writ, judgment, injunction, award,decree, law, statute, ordinance, rule or regulation or (d) any other Permit of the Seller, theCompany or any of its Subsidiaries other than, in the case of each of (b), (c) and (d), any suchitems that would not be reasonably likely to have a Material Adverse Effect or a material adverseeffect on the ability of the Seller to execute and deliver this Agreement or the AncillaryAgreements, to perform its obligations hereunder and thereunder or to consummate the transactionscontemplated hereby and thereby.          3.4. Consents and Approvals. Except as required under the HSR Act or as set forthin Schedule 3.4, no consent, approval, authorization, license or order of, registrationor filing with, or notice to, any Governmental Entity or any other Person (collectively,“Consents”) is necessary to be obtained, made or given by the Seller, the Company or anyof its Subsidiaries in connection with the execution and delivery by the Seller of this Agreementor Ancillary Agreements, the performance by the Seller of its obligations hereunder andthereunder and the consummation of the transactions contemplated hereby and thereby, other thansuch Consents which, if not obtained or made, would not be reasonably likely to have a MaterialAdverse Effect or a material adverse effect on the ability of the Seller to execute and deliverthis Agreement or the Ancillary Agreements, to perform its obligations hereunder or to consummatethe transactions contemplated hereby and thereby.          3.5. Organization and Qualification of the Company and its Subsidiaries.Schedule 3.5 lists each of the Company’s directly and indirectly owned Subsidiaries. TheCompany and each of its Subsidiaries are corporations duly organized, validly existing and ingood standing under the laws of their respective jurisdictions of incorporation and have allrequisite corporate power and authority to own their Properties and to conduct their respectivebusinesses as currently being conducted, in each case with such exceptions as have not had aMaterial Adverse Effect. The Company and each of its Subsidiaries are duly qualified and in goodstanding as a foreign corporation in all jurisdictions in which the nature of their respectivebusinesses or the ownership of their respective Properties makes such qualification necessary, ineach case except where the failure to be so qualified has not had a Material Adverse Effect.          3.6. Capitalization of Company. (a) Schedule 3.6 sets forth thedesignation, par value and the number of authorized, issued and outstanding shares of capitalstock of the Company. The issued and outstanding capital stock of the Company consists solely ofthe Shares. Except as set forth in Schedule 3.6, no other class of equity securities,preferred stock, bonds, debentures, notes, other evidences of indebtedness for borrowed money orother securities of any kind of the Company (except for the Shares) is authorized, issued oroutstanding. All of the Shares are duly authorized, validly issued, fully paid andnon-assessable.          (b) Except for this Agreement and except as set forth in Schedule 3.6, there are nosubscriptions, options, warrants, calls, preemptive rights or other rights to purchase or otherwisereceive, nor are there any securities or instruments of any kind convertible into or exchangeablefor, any capital stock of the Company. Except as set forth in Schedule 3.6, neither theCompany nor the Seller is a party to any agreement with a third party which places any
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restriction upon, or which creates any voting trust, proxy, or other agreement with respectto, the voting, purchase, redemption, acquisition or transfer of the Shares.          3.7. Capitalization of CRNA and CINA. (a) Schedule 3.7 sets forth thedesignation, par value and the number and authorized, issued and outstanding shares of capitalstock of each of CRNA and CINA and the number and percentage ownership interest of the Company inCRNA and CRNA in CINA. Except as set forth in Schedule 3.7, no other class of equitysecurities, preferred stock, bonds, debentures, notes, other evidences of indebtedness forborrowed money or other securities of any kind of CRNA or CINA is authorized, issued oroutstanding. All of the outstanding shares of capital stock of CRNA and CINA are dulyauthorized, validly issued, fully paid and non-assessable. Except as set forth in Schedule3.7, all of the outstanding shares of capital stock of CRNA and CINA are owned of record andbeneficially by the Company and CRNA, respectively, free and clear of any Lien (other thanrestrictions on transferability of such shares provided in Applicable Insurance Codes, theSecurities Act and any applicable state securities laws), in each case with such exceptions ashave not had a Material Adverse Effect.          (b) Except as set forth in Schedule 3.7, there are no subscriptions, options,warrants, calls, preemptive rights or other rights to purchase or otherwise receive, nor are thereany securities or instruments of any kind convertible into or exchangeable for, any capital stockof CRNA or CINA. Except as set forth in Schedule 3.7, neither the Company nor any of itsSubsidiaries are a party to any agreement with a third party which places any restriction upon, orwhich creates any voting trust, proxy, or other agreement with respect to, the voting, purchase,redemption, acquisition or transfer of any shares of any of CRNA or CINA’s capital stock.          3.8. Title to Shares. Seller has good and valid title to each of the Shares, freeand clear of any Lien (other than any restrictions on transferability of the Shares expresslyprovided in the Applicable Insurance Codes, the Securities Act and any applicable statesecurities laws).          3.9. Financial Statements. (a) The Seller has heretofore delivered to thePurchaser true and complete copies of the Statutory Statements of CINA and the StatutoryStatements of CRNA.          (b) The Statutory Statements of CRNA were prepared in accordance with SAP of the CRNADomiciliary Insurance Department, consistently applied throughout the periods involved (except asmay be indicated in the notes thereto regarding the adoption of new accounting policies), have beenaudited by PwC and present fairly, in accordance with SAP of the CRNA Domiciliary InsuranceDepartment, the statutory financial position of CRNA at the respective dates thereof and theresults of operations of CRNA, for the respective periods then ended, except that the quarterlyStatutory Statements of CRNA have not been audited and are subject to normal recurring year-endaudit adjustments. The Statutory Statements of CRNA complied in all material respects with SAP ofthe CRNA Domiciliary Insurance Department, and were complete and correct in all material respectswhen filed, and no material deficiency has been asserted in writing with respect to any of theStatutory Statements of CRNA by any Applicable Insurance Department.
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          (c) The Statutory Statements of CINA were prepared in accordance with SAP of the CINADomiciliary Insurance Department, consistently applied throughout the periods involved (except asmay be indicated in the notes thereto regarding the adoption of new accounting policies), have beenaudited by PwC and present fairly, in accordance with SAP of the CINA Domiciliary InsuranceDepartment, the statutory financial position of CINA at the respective dates thereof and theresults of operations of CINA, for the respective periods then ended, except that the quarterlyStatutory Statements of CINA have not been audited and are subject to normal recurring year-endaudit adjustments. The Statutory Statements of CINA complied in all material respects with SAP ofthe CINA Domiciliary Insurance Department, and were complete and correct in all material respectswhen filed, and no material deficiency has been asserted in writing with respect to any of theStatutory Statements of CINA by any Applicable Insurance Department.          3.10. Absence of Changes. (a) Except as set forth in Schedule 3.10 or anyother Schedule hereto and except for the transactions contemplated hereby, since June 30, 2006,no change or event has occurred or condition exists that has had a Material Adverse Effect.          (b) Except as set forth in Schedule 3.10 or any other Schedule hereto and except forthe transactions contemplated by this Agreement and the Ancillary Agreements, between June 30, 2006through the date hereof, the Company and each of its Subsidiaries have operated their businesses inthe Ordinary Course of Business.          3.11. Legal Proceedings. Except as set forth in Schedule 3.11, there is noaction, suit, claim, arbitration, proceeding, inquiry or investigation pending or, to theKnowledge of Seller, threatened against the Seller, the Company or any of its Subsidiaries or anyof their respective assets or Properties, by or before any court, other Governmental Entity orarbitrator, other than actions, suits, claims or proceedings which, if adversely determined,would not have a Material Adverse Effect. Except as set forth in Schedule 3.11, there isno outstanding order, writ, judgment, injunction, fine, award, determination or decree of anycourt, other Governmental Entity or arbitrator against the Company or any of its Subsidiaries orany of their respective assets or Properties which has had a Material Adverse Effect.          3.12. Compliance with Laws; Permits. Except as set forth in Schedule 3.12,each of the Company and its Subsidiaries are in compliance with (a) all applicable laws,statutes, ordinances, rules, regulations or other legal requirements, whether federal, state,local or foreign, (b) all applicable orders, writs, judgments, injunctions, awards,determinations and decrees of any court, other Governmental Entity or arbitrator and (c) itsPermits, except where the failure to comply has not had a Material Adverse Effect. Each of theCompany and its Subsidiaries have all Permits necessary for the ownership of its assets andProperties and to the conduct of their business which if violated or not obtained would have aMaterial Adverse Effect (a “Material Permit”), and all such Material Permits are validand in full force and effect.          3.13. Contracts. (a) Schedule 3.13(a) contains a true and complete list ofall of the following Contracts (excluding Plans and Insurance and Reinsurance Contracts
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which are the subject of Section 3.16(a), respectively) to which any of the Company or anyof its Subsidiaries are a party:     (i) material partnership or joint venture Contracts;     (ii) Contracts containing any covenant of the Company or any of its Subsidiaries not tocompete that materially impairs the operation of the business of the Company or any of itsSubsidiaries as conducted on the date of this Agreement;     (iii) Contracts, involving amounts in excess of $1,000,000, relating to the borrowingof money, or the direct or indirect guaranty of any obligation for borrowed money by theCompany or any of its Subsidiaries, or Contracts to service the repayment of borrowed moneyor any other liability in respect of indebtedness for borrowed money of any other Person;     (iv) lease, sublease, rental, licensing, use or similar Contracts with respect topersonal Property providing for annual rental, license, or use payments in excess of$250,000 or the guaranty of any such lease, sublease, rental or other Contracts;     (v) Contracts (A) outside the Ordinary Course of Business for the purchase,acquisition, sale or disposition of any assets or Properties or (B) outside the OrdinaryCourse of Business for the grant to any Person (excluding the Company or its Subsidiaries)of any option or preferential rights to purchase any assets or Properties of CRNA;     (vi) employment Contracts with any current officer, director or Employee providing forcompensation of $250,000 or more per annum that is not terminable by the Company or itsSubsidiaries by notice of not more than 90 days; and     (vii) Contracts pursuant to which there is either a current or future obligation of theCompany or its Subsidiaries to make payments in excess of $1,000,000 in any twelve-monthperiod and that is not terminable by the Company or its Subsidiaries by notice of not morethan 90 days for a cost of less than $250,000 (other than Contracts relating to investmentsin the Ordinary Course of Business and other than leases of real Property).          (b) Schedule 3.13(b) sets forth a list of the Guaranteed Reinsurance Contracts,identifying those which are Guaranteed Reinsurance Novation Contracts. As of the date hereof, theSeller has not received notice of any claim under any Guarantee.          (c) The Seller has heretofore delivered or made available to the Purchaser true and completecopies of all of the Material Contracts set forth in Schedule 3.13(a). Each of theMaterial Contracts is a valid and binding obligation of the Company and the applicable Subsidiaryparty thereto and, to the Knowledge of Seller, is a valid and binding obligation of any otherPerson party thereto, and is in full force and effect enforceable against the parties thereto inaccordance with its terms subject to applicable bankruptcy, insolvency, fraudulent transfer,reorganization, moratorium and other laws affecting creditors’ right generally, general principlesof equity and the discretion of courts in granting equitable remedies. Except as specified inSchedule 3.13(c), none of the Company or any of its Subsidiaries are in breach or violationof, or
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  default under, any of the Material Contracts, except for such breaches, violations anddefaults that have not had a Material Adverse Effect.          3.14. Property and Assets. Schedule 3.14 contains a true and complete listof (i) all real Property owned by the Company or any of its Subsidiaries and (ii) all realProperty leased by the Company or any of its Subsidiaries for an annual lease amount in excess of$250,000 (the “Leased Real Property”). As of the date hereof, the Company or any of itsSubsidiaries have a valid leasehold interest in the applicable Leased Real Property as providedin the applicable lease, in each case free and clear of any Lien except (A) as set forth inSchedule 3.14, (B) Liens which do not materially interfere with the current use of theLeased Real Property and (C) Permitted Liens.          3.15. Intellectual Property. The Company and/or its Subsidiaries owns, licenses orotherwise possesses rights to use, all patents, trademarks, trade names, service marks,copyrights, technology, know-how, computer software programs or applications, and tangible orintangible proprietary information or materials that are used in the business of the Company andeach of its Subsidiaries as currently conducted, except for any such failures to own, be licensedor possess that have not had a Material Adverse Effect.          3.16. Employee Benefit Plans. (a) Schedule 3.16 contains a true andcomplete list, as of the date hereof, of all material Plans. The Seller has delivered or madeavailable to the Purchaser true and complete copies of the following documents: (i) each of thePlans listed in Schedule 3.16, including all amendments thereto, or a written descriptionif there is no formal Plan document, any related trust agreements, group annuity contracts,insurance policies or other funding agreements or arrangements; (ii) the most recentdetermination letter, if any, from the IRS with respect to each of the Plans that is intended tobe qualified under section 401(a) of the Code or section 403(a) of the Code; (iii) the currentsummary plan description, if any, for each of the Plans; and (iv) the annual return/report onForm 5500, 5500-C or 5500-R, if any, for each of the Plans for the most recent plan year.          (b) Except as set forth in Schedule 3.16, (i) each of the Plans has been administeredin material compliance with the applicable requirements of ERISA and the Code and in accordancewith its terms; (ii) no “disqualified person” or “party in interest” (as defined in section 4975 ofthe Code and section 3(14) of ERISA, respectively) with respect to any Plan has engaged in any“prohibited transaction,” as such term is defined in section 4975 of the Code or section 406 ofERISA, for which there was not available an exemption or which could subject the Company or itsSubsidiaries to any material excise tax or penalty under section 4975 of the Code or section 502(i)of ERISA; (iii) each of the Plans that is intended to be qualified under section 401(a) of the Codehas received a favorable determination letter from the IRS as to the tax qualification of such Planand no event has occurred with respect to the operation of the Plans that would reasonably beexpected to cause the loss of such qualification under section 401(a) of the Code; (iv) no Plan isa “defined benefit plan,” as defined in Section 3(35) of ERISA, that is subject to Title IV ofERISA, and none of the Company, its Subsidiaries or any ERISA Affiliate has ever maintained orcontributed to, or ever been obligated to contribute to, any such defined benefit plan; and (v) noPlan is a “multiemployer plan” as defined in section 3(37) of ERISA.
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          (c) Except as set forth in Schedule 3.16, none of the Plans provides retiree life orretiree health benefits except as may be required under section 4980B of the Code or section 601through 608 of ERISA.          (d) Except as set forth in Schedule 3.16, neither the execution and delivery of thisAgreement nor the consummation of the transactions contemplated hereby will: (i) increase anybenefits otherwise payable under any Plan; (ii) result in the acceleration of the time of paymentor vesting of any benefits under any Plan or (iii) result in any payment, under any agreement orarrangement in which the Company or any of its Subsidiaries are a party, becoming due to anyindividual that would constitute an “excess parachute payment” under section 280G of the Code.          3.17. Employee Relations. (a) Except as set forth in Schedule 3.17, (i)there is no labor strike, dispute, slowdown, stoppage or lockout pending or, to the Knowledge ofSeller, threatened against the Company or any of its Subsidiaries, and during the past twelvemonths there has not been any such action; (ii) neither the Company nor any of its Subsidiariesare a party to or bound by any collective bargaining or similar agreement with any labororganization, or work rules or practices agreed to with any labor organization or employeeassociation applicable to Employees; and (iii) within the last twelve months there has been no“mass layoff” or “plant closing” as defined by the WARN Act or any similar state or local “plantclosing” law with respect to the Employees.          3.18. Insurance Policies. Schedule 3.18 contains a list of all materialpolicies of insurance (excluding Reinsurance Contracts assumed or ceded by the Company or any ofits Subsidiaries in connection with the conduct of their insurance and reinsurance business)maintained by the Company or its Subsidiaries as of the date hereof with respect to theirrespective Properties and the conduct of their respective businesses (the “Company InsurancePolicies”).          3.19. Tax Matters. Except as otherwise stated or disclosed in Schedule3.19, (i) the Company and its Subsidiaries have filed (or joined in the filing of) when due(after taking into account all properly requested extensions) all material Tax Returns requiredby applicable law to be filed with respect to the Company or any of its Subsidiaries and allTaxes shown to be due on such Tax Returns have been paid; (ii) there is no action, suit,proceeding, investigation, audit or claim now pending against, or with respect to, the Company orany of its Subsidiaries in respect of any material Tax or assessment, nor is any written claimfor additional Tax or assessment being asserted by any Taxing Authority; (iii) there has been nowaiver or extension of any applicable statute of limitations for the assessment or collection ofany Taxes of the Company or any of its Subsidiaries; and (iv) neither the Company nor any of itsSubsidiaries is a party to any agreement other than with the Seller, whether written orunwritten, providing for the payment of Taxes, payment for Tax losses, entitlement to refunds orsimilar Tax matters.          3.20. Bank Accounts. Schedule 3.20 contains a true and complete list of thenames and locations of all banks, trust companies, securities brokers and other financialinstitutions at which the Company or its Subsidiaries has an account or safe deposit box ormaintains a banking, custodial, trading or other similar relationship.
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          3.21. Material Services Provided by Seller. Except as set forth any of inSchedule 3.21, neither the Seller, nor its Affiliates (other than the Company or any ofits Subsidiaries) provide any material services to the Company or its any of Subsidiaries.          3.22. No Brokers. Except for Credit Suisse LLC, J.P. Morgan plc and Goldman SachsInternational, no broker, finder or investment banker (an “Investment Broker”) acting onbehalf of the Seller, the Company or any of its Subsidiaries is or will be entitled to anybrokerage, finder’s or other fee, compensation or commission from the Seller. No person is orwill be entitled to any brokerage, finder’s or other fee, compensation or commission from theCompany or any of its Subsidiaries in connection with the transactions contemplated by thisAgreement.          3.23. No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS ANDWARRANTIES CONTAINED IN THIS ARTICLE III (AS QUALIFIED BY THE SCHEDULES) OR THEANCILLARY AGREEMENTS, NEITHER THE SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIEDREPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER, THE SELLER’S AFFILIATES, THE COMPANY, ITSSUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, ANDTHE SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE SELLER, THESELLER’S AFFILIATES, THE COMPANY, ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES,OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS ANDWARRANTIES CONTAINED IN ARTICLE III HEREOF (AS QUALIFIED BY THE SCHEDULES) OR THEANCILLARY AGREEMENTS, THE SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANYREPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, ORFURNISHED (ORALLY OR IN WRITING) TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES(INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDEDTO THE PURCHASER OR ANY OF ITS AFFILIATES BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANTOR REPRESENTATIVE OF THE SELLER, THE COMPANY, ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVEAFFILIATES).ARTICLE IV.REPRESENTATIONS AND WARRANTIES OF THE PURCHASER          The Purchaser hereby represents and warrants to the Seller except as disclosed in any of theSchedules hereto as follows:          4.1. Organization of the Purchaser. The Purchaser is a corporation duly organized,validly existing and in good standing under the laws of Nebraska, United States of America.
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          4.2. Authorization, Validity and Enforceability. The Purchaser has all requisitecorporate power and authority to execute and deliver this Agreement and the Ancillary Agreements,to perform its obligations hereunder and thereunder and to consummate the transactionscontemplated hereby and thereby. The execution, delivery and performance by the Purchaser ofthis Agreement and the Ancillary Agreements to which it is a party and the consummation of thetransactions contemplated hereby and thereby by the Purchaser have been duly and validlyauthorized by all necessary corporate action on the part of the Purchaser and no other corporateproceedings on the part of the Purchaser is necessary to authorize the execution, delivery andperformance of this Agreement and the Ancillary Agreements or the consummation of any of thetransactions contemplated hereby and thereby. This Agreement has been duly executed anddelivered by the Purchaser and constitutes the legal, valid and binding obligation of thePurchaser, enforceable against the Purchaser in accordance with its terms.          4.3.  No Conflicts. Assuming compliance with the matters referred to in Section 4.4below, the execution, delivery and performance by the Purchaser of this Agreement and theAncillary Agreements and the consummation of the transactions contemplated hereby and thereby donot and will not conflict with, result in any breach or violation of, or constitute a defaultunder (or an event which with the giving of notice or the lapse of time or both would constitutea default under), or give rise to any right of termination or acceleration of any right orobligation of the Purchaser, or result in the creation or imposition of any Lien upon any assetsor Properties of the Purchaser by reason of the terms of (a) the certificate of incorporation,bylaws or other charter or organization documents of the Purchaser, (b) any material Contract towhich the Purchaser is a party or by or to which it or its assets or Properties may be bound orsubject, (c) any applicable order, writ, judgment, injunction, award, decree, law, statute,ordinance, rule or regulation or (d) any other Permit of the Purchaser other than, in the case ofeach of (b), (c) and (d), any such terms that would not be reasonably likely to have a materialadverse effect on the ability of the Purchaser to execute and deliver this Agreement and theAncillary Agreements, to perform its obligations hereunder and thereunder or to consummate thetransactions contemplated hereby and thereby.          4.4. Purchaser Consents and Approvals. Except as required under the HSR Act and asset forth in Schedule 3.4 or 4.4, no Consent of any Governmental Entity or other Personis necessary to be obtained, made or given by the Purchaser in connection with the execution anddelivery by the Purchaser of this Agreement or the Ancillary Agreements, the performance by thePurchaser of its obligations hereunder and thereunder and the consummation of the transactionscontemplated hereby and thereby, except for consents which if not obtained or made would not bereasonably likely to have a material adverse effect on the ability of the Purchaser to executeand deliver this Agreement or the Ancillary Agreements, to perform its obligations hereunder andthereunder or to consummate the transactions contemplated hereby and thereby.          4.5. Investment Intent. The Shares will be acquired by the Purchaser for its ownaccount without a view to a distribution or resale thereof, it being understood that thePurchaser shall have the right to sell or otherwise dispose of any of the Shares pursuant to aregistration or an exemption therefrom under the Securities Act, and any applicable statesecurities laws.
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          4.6. Financing. The Purchaser has cash available or has existing borrowingfacilities which together are sufficient to enable it to consummate the transactions contemplatedby this Agreement.          4.7. No Brokers. No Investment Broker acting on behalf of the Purchaser is entitledto any brokerage, finder’s or other fee, compensation or commission from the Purchaser inconnection with the transactions contemplated by this Agreement.          4.8. No Knowledge of Misrepresentations or Omissions. The Purchaser has noknowledge that the representations and warranties of the Seller made in this Agreement are nottrue and correct and the Purchaser has no knowledge of any material errors in, or materialomissions from, the Schedules to this Agreement.          4.9. No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS ANDWARRANTIES CONTAINED IN THIS ARTICLE IV (AS QUALIFIED BY THE SCHEDULES) OR THE ANCILLARYAGREEMENTS, NEITHER THE PURCHASER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIEDREPRESENTATION OR WARRANTY WITH RESPECT TO THE PURCHASER, THE PURCHASER’S AFFILIATES OR THETRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, AND THE PURCHASERDISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE PURCHASER OR THEPURCHASER’S AFFILIATES OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,AGENTS OR REPRESENTATIVES.ARTICLE V.COVENANTS          5.1. Conduct of Business. (a) Except for the Restructuring Transactions, or as setforth on Schedule 5.1 or any of the other Schedules hereto, or as otherwise contemplatedby this Agreement or the Ancillary Agreements, or as consented to in writing (such consent not tobe unreasonably withheld or delayed) by the Purchaser, from the date hereof to and including theClosing Date, the Seller will cause the Company and each of its Subsidiaries to conduct theiroperations in the Ordinary Course of Business.          (b) Except for the Restructuring Transactions, or as set forth in Schedule 5.1 or anyof the other Schedules hereto, or as otherwise contemplated by this Agreement or the AncillaryAgreements from the date hereof to and including the Closing Date, the Seller will not, without theprior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed),permit the Company or any of its Subsidiaries to directly or indirectly:     (i) amend or modify its certificate or articles of incorporation, bylaws or othercharter or organization documents;     (ii) merge or consolidate with or acquire the business of any other corporation orother business organization or, except in the Ordinary Course of Business or pursuant
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to any Material Contract, acquire any material property or material assets of any otherPerson;     (iii) except in the Ordinary Course of Business, sell, pledge, lease, license ordispose of a material portion of any of its assets;     (iv) enter into, amend, terminate or otherwise restructure any Intercompany Agreementsin a manner that would have an impact on the Company or any of its Subsidiaries (other thanas contemplated by the Restructuring Transactions, the Permitted Commutations or Section 5.3hereof); provided, however, that the Purchaser acknowledges and agrees thatall services provided by the Seller and its Affiliates (other than the Company and itsSubsidiaries) shall cease as of the Closing except as provided in the CRNA TransitionServices Agreement;     (v) except as set forth in Schedule 5.1, enter into any Commutations of (x)ceded Reinsurance Contracts or (y) material assumed Reinsurance Contracts;     (vi) split, combine or reclassify any shares of its capital stock, or declare, pay orset aside any sum for any dividend or other distribution (whether in cash, stock orProperty, any combination thereof or otherwise) in respect of its capital stock, or redeem,purchase or otherwise acquire (or agree to redeem, purchase or otherwise acquire) any of itscapital stock or any of its other securities or any securities of the Company or any of itsSubsidiaries;     (vii) adopt a plan of complete or partial liquidation, dissolution, rehabilitation,merger, consolidation, restructuring, recapitalization, redomestication or otherreorganization;     (viii) except as required by applicable law or by any Governmental Entity, adopt a newPlan, amend any Plan or permit any Plan to enter into any material Contract, insurancearrangement or funding obligation to increase present or future benefits or the present orfuture cost of providing benefits;     (ix) terminate any Employee or Plan (other than Plan terminations resulting from theexpiration of Plans in accordance with their terms) where such termination would reasonablybe expected to result in a liability in excess of $50,000;     (x) adopt or amend any Plan or employment agreement or employment contract where suchadoption or amendment would reasonably be expected to result in a liability in excess of$50,000, except to the extent required by applicable law;     (xi) other than in the Ordinary Course of Business, enter into any commitment,contractual obligation or transaction which calls for aggregate payments in excess of$100,000 and which does not expire or is not terminable without cost or penalty at theCompany’s option within a 90-day period;     (xii) incur any Debt (excluding for this purpose (A) any interest, fees or premiumsaccruing on Debt outstanding on the date hereof and (B) any Debt incurred to
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service interest, fees or premiums accruing on the Senior Notes; provided that suchDebt is not paid by the Company or its Subsidiaries);     (xiii) make, authorize or commit to any capital expenditures in excess of $100,000;     (xiv) settle or compromise any Action, other than (A) any claims or litigation forwhich the sole remedy is monetary damages in an amount less than $500,000 or, (B) claims orlitigation arising out of any Reinsurance Contracts in an amount less than $500,000, (C) asrequired by a final or non-appealable judgment of an arbitration panel or court, or (D)Regulatory Body Matters; provided, however, that if the settlement orcompromise of any Regulatory Body Matter would require the Purchaser, the Company or any ofits Subsidiaries to admit any liability or pay damages or other amounts in settlement, theSeller may not effect such settlement without the Purchaser’s written consent (which consentshall not be unreasonably withheld or delayed);     (xv) make or change any material Tax election, enter into, amend, terminate orotherwise restructure any Intercompany Agreements relating to Taxes (other than with respectto the Restructuring Transactions, Permitted Commutations or the ZFS Tax Sharing Agreement)change an annual accounting period, adopt or change any material accounting method, consentto any extension or waiver of the limitation period applicable to any material Tax Claim orassessment relating to the Company or any of its Subsidiaries, if such election, adoption,change, consent or other action would have the effect of increasing the Tax liability of theCompany or any of its Subsidiaries for any period ending after the Closing Date ordecreasing any Tax attribute of the Company or any of its Subsidiaries existing on theClosing Date;     (xvi) take any actions (other than those contemplated by this Agreement or theSchedules hereto), which would cause the payments for salaries and obligations under allPlans to exceed the amounts set forth on the employee payments budget attached hereto asAnnex E (the “Budget”) for the periods set forth in the Budget (other than paymentsrequired by law or by the terms of any Plans); or     (xvii) agree in writing to do any of the foregoing.          5.2. Access; Confidentiality. (a) From the date hereof until the Closing, theSeller will, and will cause the Company and each of its Subsidiaries to, (i) allow the Purchaserand its officers, employees, counsel, accountants, actuaries, consultants and other authorizedrepresentatives (“Representatives”) to have reasonable access to the books, records,Contracts, Properties, facilities, management and personnel of the Company and each of itsSubsidiaries at all reasonable times, upon reasonable notice and in a manner so as not tointerfere with the normal operation of the business of the Company and each of its Subsidiariesand (ii) cause the respective officers, employees and Representatives of the Seller, the Companyand each of its Subsidiaries to cooperate in good faith with the Purchaser and itsRepresentatives in connection with all such access.
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          (b) The Purchaser and its Representatives shall keep confidential all information anddocuments provided under this Section 5.2 in accordance with the terms of the ConfidentialityAgreement, the terms of which are incorporated herein by reference and shall continue in full forceand effect until the Closing, at which time the confidentiality obligations under theConfidentiality Agreement shall terminate with respect to information relating exclusively to theCompany and its Subsidiaries. For the avoidance of doubt, the Confidentiality Agreement shallcontinue in full force and effect with respect to all other information. If, for any reason, thetransactions contemplated by this Agreement or the Ancillary Agreements are not consummated, theConfidentiality Agreement shall nonetheless continue in full force and effect in accordance withits terms.          5.3. Intercompany Accounts; Intercompany Agreements. Except as set forth inSchedule 5.3 and except for the Surplus Note, the CHNA Intercompany Loans, theRestructuring Transactions and the Permitted Commutations, the Seller shall cause allintercompany accounts receivable or payable (whether or not currently due or payable) between (x)the Company or any of its Subsidiaries, on the one hand, and (y) the Seller or any of itsAffiliates (other than the Company or any of its Subsidiaries), or any of the officers ordirectors of any of the Seller and any of its Affiliates (other than the Company and itsSubsidiaries, or any of the officers or directors of the Company or its Subsidiaries), on theother hand, to be settled in full (without any premium or penalty), at or prior to the Closing.          5.4. Cooperation and Reasonable Best Efforts. Subject to the terms and conditionshereof, (a) each of the parties hereto shall cooperate with each other, and the Seller shallcause the Company and each of its Subsidiaries to cooperate with the Purchaser, in connectionwith consummating the transactions contemplated by this Agreement, and (b) each of the partieshereto agrees to, and the Seller shall cause the Company and each of its Subsidiaries to, use itsreasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to bedone, all things necessary, proper or advisable under applicable laws and regulations toconsummate and make effective the transactions contemplated by this Agreement.          5.5. Director and Officer Indemnification. (a) From and after the Closing Date,Purchaser shall, and shall cause the Company and each of its Subsidiaries to, maintain all rightsto indemnification or exculpation now existing in favor of current and former directors,officers, employees and agents of the Company or its Subsidiaries (collectively, the“Director and Officer Indemnified Parties”) as provided in their respective certificatesof incorporation or bylaws (or other governing documents) or otherwise in effect as of the datehereof with respect to matters occurring prior to the Closing Date, which shall survive and shallcontinue in full force and effect after the Closing Date for a period of six years. Any rightsto indemnification or exculpation pursuant to this Section 5.5 shall not be amended, repealed orotherwise modified for a period of six years from the Closing Date in a manner that wouldadversely affect the rights thereunder of individuals who were directors, officers, employees oragents of the Company or its Subsidiaries prior to the Closing Date.          (b) If, after the Closing Date, the Company or its Subsidiaries, as the case may be, or any oftheir successors or assigns (i) consolidates with or merges into any other Person and shall not bethe continuing or surviving corporation or entity after such consolidation or merger,
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or (ii) transfers or conveys all or substantially all of its properties and assets to anyPerson, then, in each such case, to the extent necessary, proper provision shall be made so thatthe successors and assigns of the Company or its Subsidiaries, as the case may be, shall assume theobligations of the Company and its Subsidiaries set forth in this Section 5.5.          (c) The rights of each Director and Officer Indemnified Party under this Section 5.5 shall bein addition to any rights such individual may have under the certificate of incorporation or bylaws(or other governing documents) of the Company or its Subsidiaries, under any applicable laws orunder any agreement of any Director and Officer Indemnified Party with the Company or itsSubsidiaries. These rights shall survive consummation of the Closing and are intended to benefit,and shall be enforceable by, each Director and Officer Indemnified Party.          5.6. Consents and Approvals. (a) As soon as practicable after the date hereof, eachof the parties hereto shall use its reasonable best efforts to obtain any necessary Consents of,and make any filing with or give any notice to, any Governmental Entities and other Persons(including, without limitation, (i) Insurance Approvals and (ii) pursuant to the HSR Act, theFederal Trade Commission and the United States Department of Justice) as are required to beobtained, made or given by such party to consummate the transactions contemplated by thisAgreement and the Ancillary Agreements. Each party shall pay all amounts required to be paid byit in connection with obtaining any Consents that it is required to obtain, including those setforth in Schedule 5.6. In furtherance of the foregoing, each party shall use itsreasonable best efforts to obtain the necessary Consents of any Governmental Entities prior toDecember 31, 2006. The Seller and the Purchaser shall provide each other with a reasonableopportunity to review and comment upon submissions made to the Applicable Insurance Departmentsin connection with the Seller Insurance Approvals and the Purchaser Insurance Approvals,respectively, and shall keep one another reasonably informed of developments relating to theirefforts to obtain such Insurance Approvals. Prior to the Closing, the Seller will not, and willnot permit any of its Subsidiaries to, enter into or agree to any regulatory restrictions orarrangements which, as a result, would materially alter CRNA’s or CINA’s licensing or regulatorystatus in any state or Canada without first using its reasonable best efforts to consult with thePurchaser with respect thereto, it being understood that nothing in this Agreement shall give thePurchaser any right to prior consent to any such restriction or limitation.          (b) Neither Purchaser nor Seller shall agree to participate in any meeting with anyGovernmental Entity in respect of any such filings, investigation or other inquiry unless itconsults with the other party in advance and, to the extent permitted by such Governmental Entity,gives the other party the opportunity to attend and participate at such meeting. Subject to theConfidentiality Agreement and Section 5.2 hereof, Purchaser and Seller will coordinate andcooperate fully with each other in exchanging such information and providing such assistance as theother party may reasonably request in connection with the foregoing and in seeking earlytermination of any applicable waiting periods or other approval under the HSR Act and any otherantitrust laws.          (c) In furtherance and not in limitation of the covenants of the parties contained in thisSection 5.6, each of the parties hereto shall use its reasonable best efforts to
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resolve such objections, if any, as may be asserted by any Governmental Entity with respect tothe transactions contemplated by this Agreement or the Ancillary Agreements.          5.7. Press Releases. Prior to the Closing, each party hereto shall consult with theother party hereto prior to issuing, and shall provide the other party with a reasonableopportunity to review and comment upon, any press release pertaining to this Agreement or thetransactions contemplated hereby and, except as may be required by applicable law or any listingagreement with any national securities exchange, will not issue any such press release prior tosuch consultation.          5.8. Records Retention, Accounting and Tax Support. From and after the ClosingDate, upon reasonable notice, Purchaser and Seller agree to furnish or cause to be furnished toeach other and their Representatives, employees, counsel and accountants access, during normalbusiness hours, to such information in a readily readable and accessible form (includingMaterials or other records pertinent to the Company and any of its Subsidiaries); assistance andcooperation relating to the Company and any of its Subsidiaries as is reasonably necessary forfinancial reporting, loss reporting and accounting matters, the preparation and filing of any TaxReturns, or the defense of any Tax Claim, Converium Third Party Claim or assessment and to meetreporting requirements to any retrocessionaires or any Governmental Entities; provided,however, that such access and cooperation does not unreasonably disrupt the normaloperations of Purchaser, Seller or the Company or any of its Subsidiaries. Such cooperationshall include, without limitation, making Employees (and, to the extent reasonably feasible,former Employees) reasonably available on a mutually convenient basis to provide information andexplanations of such records and materials. From and after the Closing Date, Purchaser shallcause the Company and each of its Subsidiaries to preserve, maintain and keep, or cause to bepreserved, maintained and kept, in a readily readable and accessible form, all Materials and allother original books and records of the Company and each of its Subsidiaries, including all booksand records necessary and pertinent to the Company and its Subsidiaries for financial reportingand accounting purposes, the preparation and filing of any Tax Returns, or the defense of any TaxClaim, Converium Third Party Claim or assessment (the “Books and Records”) for the longerof any statute of limitations applicable to any such matters and a period of six (6) years fromthe Closing Date. During such six-year or longer period, Seller and its Representatives shall,upon reasonable notice and for any reasonable business purpose, have access during normalbusiness hours to examine, inspect and copy such Books and Records. After such six-year or longerperiod, before the Company or its Subsidiaries shall dispose of any of such Books and Records,the Company or any of its Subsidiaries shall give Seller at least ninety (90) days’ prior writtennotice of its intention to dispose of such Books and Records and Seller shall be given anopportunity, at its cost and expense, to remove and retain all or any part of such Books andRecords as Seller may elect.          5.9. Tax Matters. (a) Any refund of Taxes with respect to the Company or any of itsSubsidiaries that is received with respect to any Pre-6/30 Tax Period shall be for the account ofthe Seller (other than amounts received in respect of (i) a $919,182 refund receivable from theIRS for utilization of capital loss carryback from 1997 to 1995 or (ii) a $339,472 refundreceivable for an overpaid tax balance to the Canadian tax authority). To the extent that thePurchaser or the Company or any of its Subsidiaries receives any such refund of Taxes after theClosing Date with respect to any such Pre-6/30 Tax Period (other than amounts
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received in respect of (i) a $919,182 refund receivable from the IRS for utilization ofcapital loss carryback from 1997 to 1995 or (ii) a $339,472 refund receivable for an overpaid taxbalance to the Canadian tax authority) the amount of such refund of Taxes shall be promptly paidto the Seller. For purposes of this Section 5.9(a) the following shall be considered a refund ofTaxes: (i) any payments that the Company or any of its Subsidiaries is entitled to receivepursuant to the ZFS Tax Sharing Agreement and (ii) any reduction in the Tax accrual reflected onthe books of the Company and its Subsidiaries with respect to the ZFS Tax Sharing Agreement. Forthe avoidance of doubt, any special estimated tax payment, as described in Section 847 of theCode (“SETP”), made prior to the Closing by Seller or any refund of SETPs that may bereceived by Purchaser or the Company or any of its Subsidiaries shall not be considered a refundof Taxes for the purposes of this Agreement.          (b) Notwithstanding anything else in this Agreement to the contrary, none of the provisions ofArticle VII shall be interpreted as providing any indemnification with respect to any SETP madeprior to the Closing by Seller or any refund of SETPs that may be received by Purchaser, theCompany or any of its Subsidiaries.          (c) Seller shall cooperate with Purchaser in making such elections and taking such otheractions as may be requested by Purchaser to allow the Purchaser or the Company or its Subsidiariesto reduce their tax obligations in connection with this Agreement, provided that such requestedelections or actions have no Adverse Consequences to the Parent or the Seller or any of itsSubsidiaries.          5.10. Transfer Taxes. All transfer, documentary, sales, use, stamp, registrationand other such Taxes, and all conveyance fees, recording charges and other fees and charges(including any penalties and interest) incurred in connection with the consummation of thetransactions contemplated by this Agreement shall be shared equally by Purchaser and Seller whendue. Purchaser and Seller will, to the extent require by applicable law, file all necessary TaxReturns and other documentation with respect to all such Taxes, fees and charges.          5.11. No Section 338 Election. No election under Section 338(g) or Section338(h)(10) of the Code or similar provision under state, local or foreign law shall be made withregard to the stock of the Company or any of its Subsidiaries.          5.12. Employee Benefits Matters. From and after the Closing, the Purchaser shall besolely responsible for and shall honor and satisfy all liabilities with respect to (i) the Plansas set forth on Schedule 3.16 and applicable law and (ii) the Recap EmployeesObligations. For the avoidance of doubt, and without limiting the generality of the foregoing,such liabilities to be honored and satisfied with respect to the Plans include any amounts due toany Employee or former employee of the Company or any of its Subsidiaries pursuant to the termsof the Annual Incentive Plan, the CRNA Long-Term Incentive Plan and the CRNA Severance Benefits,and any letter agreements received by such Employees or former employees that provide forenhanced benefits under such plans (together, the “Incentive Plans”). In addition, it isunderstood that any Employees and former employees of the Company or any of its Subsidiaries whohold, on the Closing Date, outstanding equity-based awards under any Plan shall be entitled toexercise such option or receive shares in accordance
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with the terms of the Plans. Any amounts payable pursuant to the terms of the IncentivePlans as a consequence of the transactions described in this Agreement shall be paid by thePurchaser to the eligible Employees and former employees under the Incentive Plans promptlyfollowing the Closing Date. Subject to the foregoing, the Purchaser may amend or terminate anyof the Plans after the Closing Date in accordance with their terms and applicable law.          5.13. Guaranteed Reinsurance Contracts. (a) The Purchaser shall indemnify, defendand hold harmless the Guarantor against, and reimburse the Guarantor for, any and all amountspaid, including all Adverse Consequences (as defined below), including punitive, or bad faithdamages, arising out of, or in connection with, such Guaranteed Reinsurance Contracts, and shallin any event promptly (and in any event within 10 Business Days following notice from theGuarantor of a claim or payment) reimburse the Guarantor to the extent that (i) any Guaranteesare called upon and the Guarantor or its Affiliates make any payment under any Guarantee, (ii)the Guarantor is required to defend or investigate any claims arising out of a Guarantee or (iii)the provisions of Section 5.13(e) are applicable and the Guarantor settles or compromises aGuarantee Claim (as defined below) in accordance with the terms thereof.          (b) To the extent that any beneficiary under a Guaranteed Reinsurance Novation Contractexercises their right to cause the Guarantor to assume the obligations under any such contract viaa novation, in addition to the rights of the Guarantor under Section 5.13(a) above, the Guarantorshall have the option to require the Purchaser to provide a 100% quota share reinsurance cover tothe Guarantor substantially in the form of Annex D hereto at no cost to the Guarantor pursuant towhich the Purchaser will assume all of the obligations of the Guarantor under any such GuaranteedReinsurance Novation Contract.          (c) From and after the Closing Date and until the obligations of the Guarantor in respect ofthe Guaranteed Reinsurance Contracts have been satisfied or expired, the Purchaser will, and willcause the Company and each of its Subsidiaries to, (i) allow the Seller and its Representatives tohave reasonable access to the books, records, Contracts, management and personnel of the Companyand each of its Subsidiaries relating to the Guaranteed Reinsurance Contracts and the Reservesrelated thereto at all reasonable times, upon reasonable notice and in a manner so as not tointerfere with the normal operation of the business of the Company and each of its Subsidiaries and(ii) cause the respective officers, employees and Representatives of the Purchaser, the Company andeach of its Subsidiaries to cooperate in good faith with the Seller and its Representatives inorder to facilitate access to information regarding the Guaranteed Reinsurance Contracts.          (d) If any beneficiary of a Guarantee shall notify the Guarantor of a claim under a Guarantee(each, a “Guarantee Claim”), then the Guarantor shall promptly and in any event within 10Business days of receipt thereof notify the Purchaser; provided, however, thatfailure to provide such written notice on a timely basis shall not release the Purchaser from anyof its obligations under this Section 5.13 except to the extent the Purchaser is actuallymaterially prejudiced by such failure. The Purchaser shall, upon receipt of such notice of aGuarantee Claim and upon its irrevocably and unconditionally notifying the Guarantor in writingthat it shall indemnify the Guarantor in respect of such matter for all Adverse Consequences,including any punitive or bad faith damages related thereto, be entitled to participate in or, atthe
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Purchaser’s option, assume at its own expense the defense, appeal or settlement of suchGuarantee Claim with respect to which the indemnity under this Section 5.13 has been invoked withcounsel of its own choosing (who shall be reasonably satisfactory to the Guarantor);provided, however, that if the Purchaser assumes the defense, appeal or settlement ofsuch Guarantee Claim, (i) the Guarantor shall cooperate at the expense of the Purchaser with thePurchaser in connection with the defense, appeal or settlement of any such Guarantee Claimincluding contesting such Guarantee Claim or making any counterclaim against the Person assertingsuch Guarantee Claim and (ii) the Purchaser shall reimburse the Guarantor for such expenses as theyare incurred (within 30 days of invoicing therefor) and provided, further, that theGuarantor is hereby authorized prior to the date on which its receives written notice from thePurchaser that it intends to assume the defense, appeal or settlement of such Guarantee Claim, tofile any motion, answer or other pleading and take such other action which it shall reasonably deemnecessary to protect its interest until the date on which the Guarantor receives such notice fromthe Purchaser.          (e) In the event that (i) the Purchaser fails to assume the defense, appeal or settlement ofsuch Guarantee Claim within twenty (20) days after receipt of notice thereof from the Guarantor or(ii) the Purchaser fails to make any reimbursement payment to the Guarantor due hereunder on thedate such payment is due, the Guarantor shall have the right to undertake the defense or appeal ofor settle or compromise such Guarantee Claim on behalf of, and at the expense and risk of, thePurchaser.          (f) Except as set forth in Section 5.13(e) or as required by a final non-appealable order ofan arbitration panel or court, no claim or demand under a Guarantee may be settled by the Guarantorwithout the consent of the Purchaser, which consent shall not be unreasonably delayed or withheld.No Guarantee Claim or demand under any Guarantee may be settled by the Purchaser without theconsent of the Guarantor, unless such settlement (i) includes an unconditional release of theGuarantor from all liability on claims that are the subject of the Guarantee and (ii) does notinclude any statement as to admission of fault, culpability or a failure to act by or on behalf ofthe Guarantor or any Affiliates thereof.          5.14. Litigation Cooperation. (a) From and after the Closing Date, the Purchasershall cause the Company and each of its Subsidiaries to actively and fully cooperate, engage incommunications and share, exchange and jointly create documents, information, and analyses inconnection with, and in order to enable Seller to respond to, Converium Third Party Claims. Suchcooperation shall include, without limitation, (i) the provision to the Seller of all records andinformation relating to the Company or its Subsidiaries, as the case may be, concerning ConveriumThird Party Claims as requested by the Seller, (ii) making Employees (and, to the extentreasonably feasible, former Employees) reasonably available on a mutually convenient basis toprovide information concerning Converium Third Party Claims and explanation of any Materialsprovided hereunder, regardless of whether any conflict of interest exists between or among theparties hereto with respect to any Converium Third Party Claim, (iii) making Employees (and, tothe extent reasonably feasible, former Employees) reasonably available on a mutually convenientbasis for purposes of investigating any Converium Third Party Claim, as well as the preparationof any work in connection with any Converium Third Party Claims (iv) making Employees (and, tothe extent reasonably feasible, former Employees) available to provide testimony at a
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deposition, trial or other proceeding concerning any Converium Third Party Claim, (v)providing Seller with access to Materials, documents, emails and data residing with or in thepossession, custody or control of the Company, its Subsidiaries or Employees (and to the extentreasonably feasible, former Employees) relating to any Converium Third Party Claim and (vi)consultation and coordination regarding Seller’s defense or prosecution of any Converium ThirdParty Claim. To the extent that the Seller, the Company and any of its Subsidiaries are partiesto the same Converium Third Party Claim, the appropriate parties shall consult as to strategy andseek to coordinate their actions.          (b) From and after the Closing Date, the Seller and each of its Subsidiaries shall activelyand fully cooperate, engage in communications and share, exchange and jointly create documents,information, and analyses in connection with, and in order to enable Company or any of itsSubsidiaries to respond to any Company Claim. Such cooperation shall include, without limitation,(i) the provision to the Company of all records and information relating to the Company or itsSubsidiaries in the possession of the Seller or any of its Subsidiaries (other than the Company andits Subsidiaries) concerning a Company Claim as requested by the Company, (ii) making employees(and, to the extent reasonably feasible, former employees) of the Seller reasonably available on amutually convenient basis to provide information concerning a Company Claim and explanation of anyCompany Materials provided hereunder, regardless of whether any conflict of interest exists betweenor among the parties hereto with respect to any Company Claim, (iii) making employees (and, to theextent reasonably feasible, former employees) of the Seller or any of its Subsidiaries at the timeof the request reasonably available on a mutually convenient basis for purposes of investigatingany such Company Claim, (iv) making employees of the Seller and its Subsidiaries (and, to theextent reasonably feasible, former employees) available to provide testimony at a deposition, trialor other proceeding concerning any such Company Claim, (v) providing the Company with access toCompany Materials, documents, emails and data residing with or in the possession, custody orcontrol of the Seller, its Subsidiaries or employees (and, to the extent reasonably feasible,former employees) relating to any Company Claim and (vi) consultation and coordination regardingthe Company’s defense or prosecution of any Company Claim. To the extent that the Seller and anyof its Subsidiaries are parties to the same Company Claim, the appropriate parties shall consult asto strategy and seek to coordinate their actions.          (c) The Seller and the Company and each of its Subsidiaries each agree, on behalf of itselfand its respective counsel and other Representatives, that any communications or Company Materialsor Materials shared between the parties or their counsel or other Representatives regarding anyConverium Third Party Claims or Company Claim, without regard to whether such communications,Company Material or Material were shared prior to the Closing Date, are intended to be and shall bedeemed strictly confidential and protected to the fullest extent permitted by law, includingpursuant to the attorney-client privileges, the work product doctrine, the joint defense privilege,the self critical analysis privilege and any other privilege or immunity available under applicablelaws, whether or not so identified or marked. The protection from disclosure includes, but is notlimited to, disclosure in litigation relating to Converium Third Party Claims, Company Claims orany other Actions.          (d) The parties agree that if any attempt is made by any third party to secure or obtainMaterials or Company Materials, the other party shall be promptly notified and shall be
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given copies of any writings or documents, including subpoenas, summonses and the like, whichrelate to the attempt by the third party to obtain the information. The parties further agree thatif a request is made, whether formally or informally, by any Person or entity (whether aGovernmental Entity or otherwise) for the Company or its Subsidiaries to make available, for anypurpose, including but not limited to interviews or taking of testimony, any current or formeremployees, any current or former employees of Seller or any of its Subsidiaries, Materials, CompanyMaterials records and information relating to Converium Third Party Claims or Company Claims (orany other matters in which Seller, Company or any of their respective Affiliates has a continuinginterest), neither the Seller, Purchaser nor their respective Subsidiaries may disclose any of theforegoing or make any Employees or employees of Seller or any of its Subsidiaries available, unlessand until (i) the person proposing to make the disclosure notifies the parties to this Agreement ofsuch request (such notice to include the provision of copies of any writings or documents,including subpoenas, summonses and the like, which relate to the request by such Person or entity(whether a Governmental Entity or otherwise) to obtain such information) and (ii) the partiesreceiving such notice are given ample time to take all reasonable steps necessary to prevent orlimit (x) disclosure of any Materials, Company Materials or records or information or (y) themaking available of any Employees and employees of Seller or any of its Subsidiaries. The partiesagree that nothing herein shall require any party hereto to take any action as may be prohibited orrefrain from taking any action as may be required by law.          (e) Any Materials created or produced by the Company or its Subsidiaries shall only be used inconnection with the Converium Third Party Claims to which they relate. The Materials shall remainthe property of the Company or its Subsidiaries, as the case may be, and, following the conclusionof Converium Third Party Claims, shall be destroyed or returned to the Company or its Subsidiaries,as the case may be, upon twenty (20) days’ written notice. Any Company Materials created orproduced by the Seller or its Subsidiaries shall only be used in connection with Company Claims towhich they relate. The Company Materials shall remain the property of the Seller or itsSubsidiaries, as the case may be, and, following the conclusion of Company Claims, shall bedestroyed or returned to the Seller or its Subsidiaries, as the case may be, upon twenty (20) days’written notice.          (f) From and after the Closing Date, the Purchaser shall cause the Company and each of itsSubsidiaries to retain and preserve in a readily readable and accessible form any and all Materials(including any documents, emails or other data) and any records and information relating to anyConverium Third Party Claims, including any of the foregoing in the possession of any Employees.From and after the Closing Date, the Seller and each of its Subsidiaries shall retain and preservein a readily readable and accessible form any and all Company Materials (including any documents,emails or other data) and any records and information relating to any Company Claims, including anyof the foregoing in the possession of any employees of Seller or any of its Subsidiaries.          (g) The parties hereto and their respective counsel believe that (i) there is a mutuality ofinterest with respect to matters indemnifiable hereunder (“Common Interest Matters”) and(ii) communications between or among the parties’ counsel and communications involving the partiesin the presence of such counsel regarding Common Interest Matters have been and will continue to beessential to the provision of legal advice regarding Common Interest Matters and the continuedeffective representation of the parties in connection with Common
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Interest Matters, whether or not litigation has been or may be commenced regarding any CommonInterest Matters. Accordingly, each party hereto agrees, on behalf of itself and its respectivecounsel and other Representatives, that this Agreement and any other communications between theparties or their counsel regarding Common Interest Matters are intended to be strictly confidentialand protected to the fullest extent by the attorney-client privileges and work product doctrine,whether or not so identified or marked. The protection from disclosure includes, but is notlimited to, disclosure in litigation relating to Common Interest Matters. Notwithstanding anythingto the contrary herein, nothing shall prevent the disclosure of the existence of this Agreement orthe terms hereof to the extent that such disclosure is required by applicable law.          (h) Each party acknowledges that, as a result of this Agreement, legal counsel for each of theother parties may have access to confidential information of such party in the form of Materials orCompany Materials. Each party hereby acknowledges and agrees that nothing in this Agreement and nosharing of information with such legal counsel pursuant to the terms of this Agreement shall bedeemed to create an attorney-client relationship between any attorney and anyone other than theclient of that attorney. Each party hereby represents and agrees that it will not seek todisqualify counsel for any other party from continuing to represent such other party in anysubsequent proceedings, whether or not that other party’s interests become adverse to it, on thebasis of access to information obtained hereunder.          5.15. Rights to the Converium Name and Converium Marks. (a) As of the Closing Date,Purchaser, the Company, its Subsidiaries and their respective Affiliates shall not use in anymanner any trademarks of Seller or any of Seller’s Affiliates, including “Converium” (in blockletters or otherwise) or the Converium monogram, either alone or in combination with other words,phrases, symbols, or devices, or any other trademarks confusingly similar to or embodying any ofthe foregoing (all of the foregoing collectively, the “Converium Name and ConveriumMarks”), except as provided for in the Transitional Trademark License Agreement. As promptlyas practicable, but in no event more than the term of the Transactional Trademark LicenseAgreement, Purchaser shall cause the Company and each of its Subsidiaries (i) to cease using inany manner the Converium Name and Converium Marks, (ii) to make all filings with the appropriateGovernmental Entity (including without limitation, filing amendments to the applicable chartersand by-laws and filing appropriate amendments to policy form filings) to cause the Company andeach of its Subsidiaries to change any of their names that contain any of the Converium Name andConverium Marks to a new corporate name that does not include the Converium Name and ConveriumMarks; (iii) to cease to use in any form whatsoever any of the Converium Name and ConveriumMarks; and (iv) to re-label, destroy or exhaust all materials bearing the Converium Name andConverium Marks, including signage, advertising, promotional materials, electronic materials,collateral goods, stationery, business cards, websites, and other materials.          (b) Purchaser acknowledges and agrees that Purchaser, the Company, its Subsidiaries or theirrespective Affiliates are not acquiring any (i) ownership interest in the Converium Name andConverium Marks or (ii) any other rights to the Converium Name and Converium Marks. The Purchaser,acting on behalf of itself, the Company and each of its Subsidiaries and their respectiveAffiliates hereby assigns and relinquishes to Seller or its
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designee any and all rights that the Purchaser, the Company and its Subsidiaries mayheretofore have had to use the Converium Name and Converium Marks in any trade or business orotherwise. Purchaser, the Company, its Subsidiaries and their respective Affiliates agree not tocontest the ownership or validity of any rights of Seller or any of its Affiliates in, or relatedto, the Converium Name and Converium Marks.          (c) Purchaser agrees that after the Closing Date, it shall procure that none of the Purchaser,the Company, its Subsidiaries and their respective Affiliates will expressly, or by implication, dobusiness as, or represent themselves as controlled by, Seller or any of Seller’s Affiliates.Notwithstanding the foregoing, and only upon the prior written Consent of Seller, Purchaser, theCompany, its Subsidiaries or their respective Affiliates may use the Converium Name and ConveriumMarks after the Closing Date for the limited purpose of historical identification in materials notdesigned as advertising or solicitation in the manner and form agreed upon in writing by Seller.          5.16. Proprietary and Third Party Software. (a) All rights in and to any software,including without limitation, source code, object code and related documentation, that wascreated, conceived developed or acquired, whether jointly or individually, by the Seller or anyof its Affiliates (but excluding any third party software licensed by the Seller or any of theSeller’s Affiliates) prior to the Closing Date shall belong solely to the Seller and shall beproprietary to the Seller (“Proprietary Software”). The Company and each of itsSubsidiaries are hereby granted a perpetual, non-exclusive, worldwide, non-sublicensable,royalty-free license to use the Proprietary Software identified on Schedule 5.16(a), usedby CRNA and CINA in the operation of their respective businesses as of the Closing Date solely inobject code for internal business purposes. CRNA and its Subsidiaries shall be entitled toreceive related maintenance and support services for the Proprietary Software from the Seller andits Affiliates solely for a transition period as set forth in the CRNA Transition ServicesAgreement. It is expressly understood by the Purchaser that the Seller, the Company and itsSubsidiaries make no representations or warranties, whether express or implied, with respect tothe Proprietary Software and the license granted herein. It is further understood that except asexpressly provided in the CRNA Transition Services Agreement and subject to the limitations setforth therein, the Seller and its Affiliates are under no obligation to render any support ormaintenance services with respect to the Proprietary Software, which support and maintenanceservices shall cease upon termination of the CRNA Transition Services Agreement. From and afterthe Closing Date, the Purchaser shall cause the Company and each of its Subsidiaries to treat allcopies of such Proprietary Software as the confidential and proprietary property of the Seller.The Seller will make available a copy of the then current version of the source code of theProprietary Software existing as of the Closing Date to the Purchaser and the Purchaser may copy,alter, reproduce, create derivative works and modify the source code for the Proprietary Softwaresolely as required to operate the Proprietary Software and enjoy the benefits of the licensegranted herein. The Company and its Subsidiaries shall not be entitled to any updates to anysource code for the Proprietary Software.          (b) Purchaser acknowledges and agrees that Purchaser, the Company and each of its Subsidiariesand their respective Affiliates are not acquiring any ownership interest or any other rights, inwhole or in part, in the Proprietary Software. The Purchaser, acting on behalf of
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itself, the Company and each of its Subsidiaries and their respective Affiliates herebyassigns, transfers, quit-claims and relinquishes to the Seller or its designee all right, title andinterest the Purchaser, the Company and each of its Subsidiaries and their respective Affiliatesmay heretofore have had in and to the Proprietary Software, including ownership interests in theProprietary Software. Purchaser shall cause the Company and each of its Subsidiaries and theirrespective Affiliates to execute such other or additional instruments of transfer or conveyance inrespect of the Proprietary Software as are reasonably requested by Seller to give full effect toand to perfect the ownership and proprietary rights of Seller in and to the Proprietary Software.Purchaser, the Company and each of its Subsidiaries and their respective Affiliates agree not tocontest the ownership or validity of any rights of the Seller or any of its Affiliates in, orrelated to, the Proprietary Software.          (c) From and after the Closing Date, the Company and its Subsidiaries shall not be entitled touse of any third party software and related services used by the Company and its Subsidiaries priorto the Closing Date unless provisions to continue use and receive services have been made pursuantto the CRNA Transition Services Agreement, subject however to the restrictions provided by theterms of the applicable license agreements.ARTICLE VI.CONDITIONS TO CLOSING          6.1. Conditions to the Obligation of the Purchaser to Close. The obligation of thePurchaser to purchase the Shares at the Closing shall be subject to the satisfaction of thefollowing conditions at or prior to the Closing (unless waived by the Purchaser):          (a) Representations, Warranties and Covenants. The representations and warranties ofthe Seller contained in this Agreement shall be true and correct in all material respects at and asof the date hereof and at and as of the Closing Date, as if made at and as of such time (except tothe extent in either case that any such representations or warranties speak as of another date, inwhich case such representations and warranties shall be true and correct in all material respectsat and as of the date specified therein). The Seller shall have performed and complied in allmaterial respects with all covenants and agreements required to be performed or complied with bythe Seller on or prior to the Closing Date.          (b) Consents. All Consents set forth in Schedule 6.1(b) shall have been dulyobtained, made or given and shall be in full force and effect.          (c) Ancillary Agreements. The Ancillary Agreements shall have been executed anddelivered by the Seller or the Affiliate of Seller party thereto and shall be in full force andeffect.          (d) No Proceedings. No injunction, order, decree or judgment shall have been issuedby any Governmental Entity of competent jurisdiction and be in effect, and no statute, rule orregulation shall have been enacted or promulgated by any Governmental Entity and be in effect,which in each case restrains or prohibits the consummation of the purchase and sale of the Shares.No action or proceeding before any court or regulatory authority, domestic or foreign,
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shall have been instituted or threatened by any Governmental Entity which seeks to prevent ordelay the consummation of the purchase and sale of the Shares.          (e) HSR Act. The required waiting period applicable to the purchase and sale of theShares under the HSR Act shall have expired or been earlier terminated.          (f) Certificates. The Seller shall have delivered to the Purchaser a certificatedated the Closing Date, signed by an executive officer thereof, certifying as to the fulfillment ofthe conditions set forth in Section 6.1(a).          (g) Surplus Note. Parent shall have caused the Surplus Note to be assigned to theCompany or, at the Purchaser’s direction, to any other Person designated by the Purchaser no laterthan 30 days after the date hereof so long as such assignment to any Person other than the Companydoes not result in any Adverse Consequences to the Parent, Seller or the Company (if such AdverseConsequences to the Company would have Adverse Consequences to the Parent or the Seller byoperation of the indemnity for Pre-6/30 Taxes Section 7.2(b) hereof or otherwise result in AdverseConsequences to the Seller).          (h) Reinsurance Contract Commutation Payments. The Reinsurance Contracts set forth onSchedule 6.1(h) shall have been commuted on terms such that the aggregate cash payment made to CRNApursuant to the Commutation (the “Commutation Payment”) is less than the Target CashPayment by no more than $250,000. To the extent that the Commutation Payment is less than theTarget Cash Payment by more than $250,000, the Seller, in its sole discretion, may require thePurchaser to waive the condition set forth in the first sentence of this Section 6.1(h) in whichcase the Closing shall occur at the time specified in Section 2.2. hereof and the Purchase Priceshall be reduced dollar for dollar by the amount that the Target Cash Payment exceeds theCommutation Payment. For purposes of this Section 6.1(h), “Target Cash Payment” means (x)$133,630,000 minus (y) the amount of any cash payments made to CRNA under the Reinsurance Contractsset forth on Schedule 6.1(h) after June 30, 2006 and prior to consummation of the Commutationsthereof.          6.2. Conditions to the Obligation of the Seller to Close. The obligations of theSeller to sell the Shares at the Closing shall be subject to the satisfaction of the followingconditions at or prior to the Closing (unless waived by the Seller):          (a) Representations, Warranties and Covenants. The representations and warranties ofthe Purchaser contained in this Agreement shall be true and correct in all material respects at andas of the date hereof and at and as of the Closing Date, as if made at and as of such time (exceptto the extent in either case that any such representations or warranties speak as of another date,in which case such representations and warranties shall be true and correct in all materialrespects at and as of the date specified therein). The Purchaser shall have performed and compliedin all material respects with all covenants and agreements required to be performed or compliedwith by the Seller on or prior to the Closing Date.          (b) Consents. All of the Consents set forth in Schedule 6.2 shall have beenduly obtained, made or given and shall be in full force and effect.
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          (c) Ancillary Agreements. The Ancillary Agreements shall have been executed anddelivered by the Purchaser and the Ancillary Agreements shall be in full force and effect.          (d) NICO Commutation Agreement. Seller and the Purchaser shall have entered into theagreement to commute the 2004 Aggregate Stop Loss Agreement, by and among CRNA, CINA, Seller andthe Purchaser (the “NICO Commutation Agreement”), substantially in the form attached heretoas Annex C and in form and substance reasonably satisfactory to the Seller and the NICO CommutationAgreement shall be in full force and effect .          (e) Restructuring Transactions; Permitted Commutations. The RestructuringTransactions and the Permitted Commutations shall have been consummated on terms reasonablysatisfactory to the Seller.          (f) Agribusiness IP Rights. Arrangements on terms satisfactory to Seller shall havebeen made to assign and transfer all right, title and interest in and to the Agribusiness IP Rightsto Seller.          (g) No Proceedings. No injunction, order, decree or judgment shall have been issuedby any Governmental Entity of competent jurisdiction and be in effect, and no statute, rule orregulation shall have been enacted or promulgated by any Governmental Entity and be in effect,which in each case restrains or prohibits the consummation of the purchase and sale of the Shares.No action or proceeding before any court or regulatory authority, domestic or foreign, shall havebeen instituted or threatened by any Governmental Entity which seeks to prevent or delay theconsummation of the purchase and sale of the Shares.          (h) HSR Act. The required waiting period applicable to the purchase and sale of theShares under the HSR Act shall have expired or been earlier terminated.          (i) Certificates. The Purchaser shall have delivered to the Seller a certificatedated the Closing Date, signed by an executive officer thereof, certifying as to the fulfillment ofthe conditions set forth in Section 6.2(a).          6.3. Waiver of Closing Conditions. The parties acknowledge and agree that ifPurchaser or Seller has knowledge of a failure of any condition set forth in Section 6.1 or 6.2,respectively, or of any breach by the other party of any representation, warranty or covenantcontained in this Agreement or the Ancillary Agreements, as the case may be, and such partyproceeds with the Closing, such party shall be deemed to have waived such condition or breach andsuch party and its successors, assigns and Affiliates shall not be entitled to be indemnifiedpursuant to Article VII to sue for damages or to assert any other right or remedy for any lossesarising from any matters relating to such condition or breach, notwithstanding anything to thecontrary contained herein or in any certificate delivered pursuant hereto.          6.4. Frustration of Closing Conditions. Neither Purchaser nor Seller may rely onthe failure of any condition set forth in Section 6.1 or 6.2, respectively, to be satisfied ifsuch failure was caused by such party’s failure to act in good faith or to use its reasonablebest efforts to cause the Closing to occur.
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ARTICLE VII.INDEMNIFICATION          7.1. No Survival of Representations and Warranties. No representations, warranties,covenants and agreements of the parties contained in this Agreement shall survive the Closing,except for the agreements set forth in Sections 3.23 (No Other Representations or Warranties),4.9 (No Other Representations or Warranties), 5.5 (Director and Officer Indemnification), 5.8(Records Retention, Accounting and Tax Support), 5.9 (Tax Matters), 5.10 (Transfer Taxes), 5.11(No Section 338 Election), 5.12 (Employee Benefits Matters), 5.13 (Guaranteed ReinsuranceContracts), 5.14 (Litigation Cooperation), 5.15 (Rights to the Converium Name and Marks) and 5.16(Proprietary and Third Party Software), Article VII (Indemnification) and Article IX(Miscellaneous).          7.2. Indemnification of the Purchaser. Subject to the limitations set forth inSection 7.1 above, the Seller agrees to indemnify the Purchaser and its successors, permittedassigns, directors, officers, employees and Affiliates (“Purchaser Indemnitees”) from andagainst all liabilities, losses, expenses, and fees, including court costs and reasonableattorneys’ fees and expenses (“Adverse Consequences”), arising out of or resulting from(a) civil damages, litigation costs, fines or penalties resulting from any investigation by anyGovernmental Entity with respect to the accounting treatment or financial reporting of (A) finiteor non-traditional reinsurance in which Subsidiaries of the Parent participated, or (B) the MBIAreinsurance program set forth in the Schedules hereto and the resultant restatement of theParent’s financial statements, in the case of (A) and (B) to the extent such investigationsrelate to the conduct of such business prior to the Closing; provided, however,that the Seller shall have no obligation to indemnify the Purchaser for (i) any AdverseConsequences arising out of, or resulting from the conduct of the Purchaser or any of itsAffiliates or (ii) any Adverse Consequences arising out of or resulting from actions required orpermitted to be taken pursuant to this Agreement or taken with the Purchaser’s consent and (b)Pre-6/30 Taxes.          7.3. Indemnification of the Seller. The Purchaser agrees to indemnify the Sellerand its successors, permitted assigns, directors, officers, employees and Affiliates (“SellerIndemnitees”) from and against all Adverse Consequences arising out of or resulting from (a)the breach or nonperformance of any covenant or agreement of the Purchaser contained in thisAgreement requiring performance after the Closing, (b) the Senior Notes, (c) the operation of thebusiness of the Company and each of its Subsidiaries following the Closing and (d) the assignmentof the Surplus Note to any person other than the Company (including Adverse Consequences to theCompany that give rise to Adverse Consequences to the Parent or the Seller as a result of theindemnity for Pre-6/30 Taxes contemplated by Section 7.2(b) or otherwise).          7.4. Matters Involving Third Parties Other Than Tax Claims. (a) If any third partyshall notify any party (the “Indemnified Party”) with respect to any matter (a“Third-Party Claim”) which may give rise to a claim for indemnification against any otherparty (the “Indemnifying Party”) under this Article VII (other than claims underGuarantees, which shall be the subject of Section 5.13 hereof), then the Indemnified Party shallpromptly (and in any
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event within five (5) Business Days after receiving notice of the Third-Party Claim) notifythe Indemnifying Party thereof in reasonable detail in writing; provided, howeverthat the failure to provide such written notice on a timely basis shall not release theIndemnifying Party from any of its obligations under this Artcile VII except (i) to the extentthe Indemnifying Party is actually materially required thereby and (ii) that the IndemnifyingParty shall not be liable for any expenses incurred by the Indemnified Party during the period inwhich the Indemnified Party failed to give such notice. Thereafter, the Indemnified Party shalldeliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copiesof all notices and documents (including court papers) received by the Indemnified Party relatingto the Third Party Claim.          (b) The Indemnifying Party upon its irrevocably and unconditionally notifying the IndemnifiedParty in writing that it shall indemnify the Indemnified Party in respect of such matter for allAdverse Consequences, shall be entitled to participate in or, at the Indemnifying Party’s option,assume at its own expense the defense, appeal or settlement of such Third-Party Claim with respectto which such indemnity has been invoked with counsel of its own choosing (who shall be reasonablysatisfactory to the Indemnified Party), and the Indemnified Party shall fully cooperate with theIndemnifying Party in connection therewith including contesting such Third-Party Claim or makingany counterclaim against the Person asserting such Third-Party Claim. Such cooperation shallinclude the retention and (upon the Indemnifying Party’s request) the provision to the IndemnifyingParty of records and information which are reasonably relevant to such Third-Party Claim, andmaking employees or employees of Seller or its Affiliates available on a mutually convenient basisto provide additional information and explanation of any material provided hereunder. Should theIndemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Partyshall not be liable to the Indemnified Party for legal expenses subsequently incurred by theIndemnified Party in connection with the defense thereof.          (c) Whether or not the Indemnifying Party shall have assumed the defense of a Third-PartyClaim, the Indemnified Party shall not admit any liability with respect to, or settle, compromiseor discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (whichconsent shall not be unreasonably withheld).          7.5. Matters Involving Tax Claims. If a Tax Claim is made or threatened by anyTaxing Authority that, if successful, may result in an indemnity payment under Section 7.2, thePurchaser shall promptly (and in any event within five (5) Business Days after receiving noticeof such Tax Claim) notify the Seller, stating the nature and basis of such claim and the amountthereof, to the extent known. The Seller will have the right, at its option, upon timely noticeto the Purchaser, to assume at its own expense control of any audit or other defense of any TaxClaim with its own counsel (who shall be reasonably satisfactory to the Purchaser). The Seller’sright to control a Tax Claim will be limited to issues in respect of which amounts in disputewould be paid by the Seller or for which the Seller would be liable pursuant to Section 7.2.Costs of such Tax Claims are to be borne by the Seller unless the Tax Claim relates to a TaxablePeriod which begins before and ends after June 30, 2006, in which event such costs shall befairly apportioned. The Purchaser and each of the Company and its Subsidiaries at their ownexpense shall cooperate with the Seller in contesting any Tax Claim, which cooperation shallinclude the retention and, upon the Seller’s request, the
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provision of records and information that are reasonably relevant to such Tax Claim andmaking Employees available on a mutually convenient basis to provide additional information orexplanation of any material provided hereunder. Notwithstanding the foregoing, the Seller shallneither consent nor agree to the settlement of any Tax Claim with respect to any liability forTaxes that may affect the liability for any state, federal or foreign income tax of the Companyor any of its Subsidiaries or any affiliated group (as defined in section 1504(a) of the Code) ofwhich the Company or any of its Subsidiaries is a member for any Taxable Period beginning afterthe Closing Date without the prior written consent of the Purchaser and neither the Seller, norany entity related to the Seller, shall file an amended Tax Return that may increase theliability for Taxes of the Company or its Subsidiaries after the Closing Date without the priorwritten consent of the Purchaser. The Purchaser and the Seller shall jointly control allproceedings taken in connection with any claims for Taxes relating solely to a Taxable Period ofthe Company or any of its Subsidiaries which begins before and ends after June 30, 2006 and eachparty shall bear its own out-of-pocket costs and expenses of the contest and all joint costs andexpenses of the contest shall be borne in the same ratio as the applicable proposed Tax would beallocated.          7.6. Matters Not Involving Third-Party Claims. Any indemnifiable claim that is nota Third-Party Claim shall be asserted by written notice to the Indemnifying Party.          7.7. Collateral Source Recoveries. The amount of an indemnification payment inrespect of an Adverse Consequence required to be made to any Purchaser Indemnitee or SellerIndemnitee hereunder shall be limited to the amount of any Adverse Consequence that remains afterdeduction therefrom of (i) any Tax benefits to the Indemnified Party as a result of the AdverseConsequence and (ii) any third-party recoveries relating to the Adverse Consequence giving riseto the indemnification claim paid to the Indemnified Party.          7.8. Cooperation. Purchaser and Seller shall cooperate with each other with respectto resolving any claim or liability with respect to which one party is obligated to indemnify theother party hereunder including by making commercially reasonable efforts to mitigate or resolveany such claim or liability.          7.9. Termination of Indemnification. The obligations to indemnify and hold harmlessa party hereto (a) pursuant to Section 7.2(c) with respect to Pre-6/30 Taxes, shall terminate atthe time the applicable statute of limitations with respect to the Tax Liabilities in questionexpires (giving effect to any extension thereof) and (b) pursuant to the other clauses of Section7.2 and 7.3, shall not terminate.          7.10. Exclusive Remedy. The Purchaser and the Seller acknowledge and agree thatprior to the Closing, the sole and exclusive remedy of the Purchaser for any breach or inaccuracyof any representation or warranty contained herein shall be refusal to close the purchase andsale of the Shares hereunder and following the Closing and other than in the case of actual fraudand except as expressly provided in the Ancillary Agreements, or the NICO Commutation Agreement,the indemnification provided for in this Article VII shall be the exclusive remedy in any actionseeking damages or any other form of relief brought by any party to this Agreement in respect ofthe transactions contemplated hereby.
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ARTICLE VIII.TERMINATION          8.1. Termination of Agreement. This Agreement may be terminated prior to theClosing:          (a) by either the Purchaser, on the one hand, or by the Seller, on the other hand, uponwritten notice to the other if, without fault of the terminating party, the Closing shall not haveoccurred on or before June 30, 2007; provided, however, that if all conditions tothe obligations of the Purchaser, on the one hand, and the Seller, on the other hand, to consummatethe Closing (as set forth in Article VI hereof), other than obtaining the Insurance Approvals, havethen been satisfied, and the Purchaser and/or the Seller are diligently seeking to obtain suchoutstanding Insurance Approvals, then the right to terminate this Agreement pursuant to this clause(a) shall not be available to any party hereto, and the obligations hereunder of the parties heretoshall be extended, until July 31, 2007;          (b) at any time by mutual agreement in writing of the parties hereto;          (c) by the Purchaser if the Seller has breached any representation, warranty, covenant oragreement contained in this Agreement such that the conditions set forth in Section 6.1(a) hereofwould not be satisfied as of any date following the date of this Agreement; provided,however, that the Purchaser may not terminate this Agreement pursuant to this Section8.1(c) unless any such breach has not been cured within sixty (60) days after written noticethereof by the Purchaser to the Seller informing the Seller of such breach;          (d) by the Seller if the Purchaser has breached any representation, warranty, covenant oragreement contained in this Agreement such that the conditions set forth in Section 6.2(a) hereofwould not be satisfied as of any date following the date of this Agreement; provided,however, that the Seller may not terminate this Agreement pursuant to this Section 8.1(d)unless any such breach has not been cured within sixty (60) days after written notice thereof bythe Seller to the Purchaser informing the Purchaser of such breach; or          (e) by the Seller or the Purchaser if: (i) there shall be a final, non-appealable order of afederal, state or foreign court in effect preventing consummation of the transactions contemplatedhereby; or (ii) there shall be any final action taken, or any final statute, rule, regulation ororder enacted, promulgated or issued or deemed applicable to the transactions contemplated herebyby any Governmental Entity that would make consummation of the transactions contemplated herebyillegal;provided, however*,*that the right to terminate this Agreement under this Section8.1(a), (b), (c), (d) or (e) shall not be available to any party if it is then in breach in anymaterial respect of any provision or any obligation under this Agreement.          8.2. Effect of Termination. Except as provided in the following sentence, in theevent of the termination of this Agreement pursuant to Section 8.1, this Agreement shallthereafter become void and have no effect, and no party hereto shall have any liability orobligation to any other party hereto in respect of this Agreement, except that the provisions of
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Section 5.2 (Access; Confidentiality), Section 5.7 (Press Releases), Article IX(Miscellaneous) and this Section 8.2 shall survive any such termination. Nothing herein shallrelieve any party from liability for any breach of any of its covenants or agreements or willfulbreach of its representations or warranties contained in this Agreement prior to termination ofthis Agreement.ARTICLE IX.MISCELLANEOUS          9.1. Notices. Any notices and other communications required to be given pursuant tothis Agreement shall be in writing and shall be effective upon delivery by hand or upon receiptif sent by certified or registered mail (postage prepaid and return receipt requested) or by anationally recognized overnight courier service (appropriately marked for overnight delivery) orupon transmission if sent by telex or facsimile (with request for immediate confirmation ofreceipt in a manner customary for communications of such respective type and with physicaldelivery of the communication being made by one of the other means specified in this Section 9.1as promptly as practicable thereafter). Notices are to be addressed as follows:          (a)     If to the Seller to:Converium AG