UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

NEIL L. SCLATER-BOOTH, Individually

and On Behalf of All Others Similarly

Situated,

Plaintiff,

v.

SCOR, S.A., and PATINEX AG,

Defendants.

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Civil Action No. 07-CV-3476 (GEL)

DECLARATION OF SETH D. RIGRODSKY AND JOSEPH H. WEISS IN

SUPPORT OF FINAL APPROVAL OF SETTLEMENT AND

APPLICATION FOR AN AWARD OF ATTORNEYS’ FEES AND

REIMBURSEMENT OF EXPENSES

SETH D. RIGRODSKY AND JOSEPH H. WEISS hereby declare:

1. I, Seth D. Rigrodsky, am a shareholder in the law firm of Rigrodsky &

Long, P.A. (“Rigrodsky & Long”). I, Joseph H. Weiss, am the senior partner of the law

firm Weiss & Lurie. Rigrodsky & Long and Weiss & Lurie are Plaintiff’s Counsel in the

above-captioned action (the “Action”).

2. We respectfully submit this declaration in support of (a) the proposed

settlement of the Action (the “Settlement”), and (b) Plaintiff’s application for an award of

attorneys’ fees and reimbursement of expenses. We make this declaration based upon

our personal knowledge.

3. The purpose of this declaration is to present to the Court a detailed factual

background of the various events and efforts of Plaintiff’s Counsel surrounding this

litigation to assist the Court in evaluating the fairness of the proposed settlement, the

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quality of the legal services rendered by Plaintiff’s Counsel, and the reasonableness of

Plaintiff’s Counsel’s application for attorneys’ fees and reimbursement of expenses. The

facts set forth in this declaration are principally derived from the pleadings and

proceedings in this Action; Plaintiff’s Counsel’s review of relevant documents filed and

produced in this litigation; and the interviews of SCOR executives (1) François de

Varenne, Group Chief Operating Officer, and (2) James Root, former Head of Investor

Relations.

INTRODUCTION

4. Plaintiff commenced this Action on behalf of holders of the registered

shares of Converium Holdings AG (“Converium” or the “Company”) residing in the

United States and holders of the Company’s American Depository Shares (“ADS”),

against SCOR, S.A. (“SCOR”) and Patinex AG (“Patinex”) (collectively, the

“Defendants”), the entities acquiring Converium. Long Aff., Ex. 1.1

5. Plaintiff brought this Action in response to SCOR’s April 5, 2007

announcement that it had made a public tender offer in Switzerland for all publicly held

registered shares of Converium.

2

Long Aff., Ex. 1 at ¶ 2. The complaint sought

injunctive and other appropriate relief on the grounds, inter alia, that the Offer was

inadequate and unfair in that, in order to avoid U.S. disclosure requirements, it expressly

excluded holders of American Depository Shares and certain other shareholders (the

1

“Long Aff.” refers to the Transmittal Affidavit of Brian D. Long in Support of Proposed

Settlement and Application for Attorneys’ Fees and Reimbursement of Expenses filed

concomitantly herewith, and will be cited as such herein.

2

SCOR’s tender offer for Converium’s publicly held registered shares is referred to

herein as the “Offer.”

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“Class”). Id. at ¶ 1. More specifically, the Complaint alleges that (i) the Offer had

triggered the application of the provisions of the Securities and Exchange Act of 1934

(the “Exchange Act”) governing tender offers, and that SCOR had violated section 14(d)

of the Exchange Act, which requires certain disclosures in connection with tender offers,

and section 14(e) of the Exchange Act, which prohibits fraudulent, deceptive, or

manipulative acts in connection with tender offers; and (ii) SCOR and Patinex violated

Section 13(d) of the Exchange Act, by failing to disclose that SCOR and Patinex “acted

as a group” in connection with the Offer. Long Aff., Ex. 2 at ¶ A. Indeed the proposed

transaction was the subject of an investigation by the U.S. Securities and Exchange

Commission and the Swiss Takeover Board, both of which permitted it to go forward.

6. The Complaint sought, among other things, an order enjoining Defendants

and their agents and employees, preliminarily and permanently, from further violating the

Exchange Act and requiring that the Offer be made available to all shareholders,

including Americans. Long Aff., Ex. 1 at ¶ 1 and at p. 20.

7. Plaintiff’s Counsel eventually undertook negotiations with representatives

of Defendants and their advisors. As a result of these negotiations and other factors,

,SCOR increased its offer by 7.9% or $259.6 million. Furthermore, SCOR acknowledged

that the pendency of the Action was a substantial causative factor in its May 10, 2007

decision to increase its offer by 7.9% or approximately $259.6 million. Long Aff., Ex. 2

at ¶ F; Long Aff., Ex. 3. Thereafter, the parties signed the Stipulation and Agreement of

Settlement (the “Stipulation”) providing for the settlement of the Action and other

customary terms. Long Aff., Ex. 2.

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8. Following negotiation of the material terms of the Settlement, Plaintiff’s

Counsel negotiated at arm’s-length with counsel for Defendants the amount of attorneys’

fees and expenses which counsel would ask the Court to award. Defendants agreed not to

object to an award of up to $500,000 in fees and $50,000 for reimbursement of expenses

incurred. The fees and expenses are over and above the consideration paid to the Class

and will not impact the amount of that consideration in any way. Long Aff., Ex. 2 at ¶ 7.

Plaintiff’s Counsel also continued to monitor the situation to ensure that American

shareholders and holders of ADSs were not treated disparately from other owners of

Converium stock.

9. On November 13, 2007, this Court entered its Scheduling Order

Concerning Notice and Hearing on Settlement (the “Scheduling Order”) directing

dissemination of the proposed notice (the “Notice”) to class members to advise them of

the Settlement and fee application of Plaintiff’s Counsel and scheduling the Settlement

Hearing for February 8, 2008. Long Aff., Ex. 4 at ¶ 5. Since December 5, 2007, SCOR

has disseminated approximately 25,000 Notices in accordance with the Scheduling Order.

Long Aff., Ex. 6 at ¶ 3. As of the time of this declaration, we are not aware of any

objections to the Settlement or to Plaintiff’s Counsel’s fee and expense request. The

deadline for filing any objection to the Settlement was January 29, 2008. Long Aff., Ex.

4 at ¶ 11.

10. Plaintiff respectfully submits that the Settlement constitutes a fair and

reasonable resolution of the claims asserted on behalf of Plaintiff and the Class and

jointly requests with Defendants that the Court approve the Settlement. Likewise, we

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respectfully submit that the Settlement is fair and reasonable and that the application for

an award of attorneys’ fees and reimbursement of expenses is equally fair and reasonable

in light of, among other things, the substantial benefits achieved for the Class through the

litigation efforts of Plaintiff’s Counsel on a fully contingent basis.

BACKGROUND AND HISTORY OF THE LITIGATION

A. Parties

11. The representative Plaintiff was a Converium shareholder prior to and at

the time of the announcement of the Merger. Plaintiff continued to hold his stock

throughout the course of the litigation. Long Aff., Ex. 1 at ¶ 18.

12. Converium is a Swiss corporation with its principal offices located in Zug,

Switzerland. Converium is an independent international multi-line reinsurer. At all

relevant times, the Company’s American Depository Shares traded on the New York

Stock Exchange under the ticker symbol “CHR” and its stock traded on the SWX Swiss

Exchange. Id. at ¶ 19.

13. SCOR is a corporation organized and existing under the laws of France.

SCOR’s principal business is to provide (directly or through its consolidated subsidiaries)

Life and Non-Life reinsurance services, as well as direct insurance services. SCOR is a

global reinsurance business that in 2006 generated approximately 25% of its gross

premiums in North America through its 100% owned United States subsidiaries, including

SCOR Reinsurance Company, which is located in this District. Id. at ¶ 20. Its ADSs are

traded on the New York Stock Exchange under the ticker symbol “SCO.”

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14. Patinex is a corporation organized and existing under the laws of

Switzerland. Id. at ¶ 21.

B. The Challenged Transaction

15. In December 2005, Patinex notified Converium in a Swiss filing that it

had acquired 12.49% of the voting rights in the Company. 5.06% of the voting rights

were in the form of 7,425,000 registered shares, and 7.43% were in the form of purchase

rights with an entitlement to purchase 10,900,000 registered shares. Id. at ¶ 28.

16. In connection with the acquisition, Patinex sought an exemption from

various state insurance departments (New Jersey, Connecticut and California), whose

approval is ordinarily required when there are changes in the ownership structure of an

insurance company. To obtain a state insurance regulatory exemption from such an

approval, Patinex represented that its investment was not being made for the purpose of

changing or influencing the ultimate control of Converium. In granting the requested

approval, at least one state insurance department required Patinex to file another

exemption request should its ownership position exceed 15%. Prior to February 2007,

Patinex’s ownership position actually exceeded 15%. Id. at ¶ 29.

17. Between December 2005 and May 1, 2007, Patinex increased its holdings

from 12.49% to 19.8% of the outstanding shares of Converium. Between November 2006

and February 16, 2007, SCOR purchased 8.3% of Converium’s registered shares through

open market purchases. On January 24, 2007, SCOR and Patinex entered into a

confidentiality agreement to discuss a possible transaction involving Converium. Id. at ¶

30.

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18. On February 17 and 18, 2007, SCOR presented a proposal to acquire all of

the Company’s publicly held common stock for .5 SCOR shares and CHF 4 per share of

Converium.

19. On February 17, 2007, SCOR proposed an offer for the acquisition of the

Company to the Converium Board of Directors. Id. at ¶ 35.

20. On February 18, 2007, the Converium Board unanimously rejected the

offer. Id. at ¶ 36.

21. On February 21, 2007, SCOR filed a Schedule 13D. That filing revealed

that on February 16, 2007, Patinex and SCOR had entered into an agreement referred to

herein as the “Patinex SPA.” The Patinex SPA provided that Patinex would sell its

Converium shares and warrants to SCOR for CHF 121,885,470, plus 14,331,037 newly

issued SCOR shares. Id. at ¶ 31.

22. On February 26, 2007, SCOR issued a formal pre-announcement of the

Offer, indicating that it intended to launch a public tender offer on or about April 2, 2007,

for all of Converium’s shares. On April 5, 2007, SCOR issued a Swiss offer prospectus

announcing the Offer (the “Offer Prospectus”). The Offer Prospectus states in relevant

part that:

 SCOR held 12,200,000 Converium shares and has entered into share purchase

agreements with two of Converium’s largest shareholders, Patinex and Alecta, to

purchase an aggregate of 36,120,350 additional shares.

 SCOR intended to offer for each Converium share 0.5 SCOR shares with a

nominal value of EUR 7.8769723 per share, as well as CHF 4 in cash.

 The Offer would not apply to the Company’s ADSs.

 SCOR’s Offer would be subject to a number of conditions, including valid

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acceptances for shares representing at least 50.01% of the Company's share

capital.

 The Offer would not be made in or into the United States and would only be

accepted outside of the United States. Id. at ¶ 37.

23. The Offer was subject to approval by the Swiss Takeover Board. In

seeking that approval, in a memorandum dated March 9, 2007, SCOR asserted, “[i]f the

Offer is not extended into the US, Converium shareholders may nonetheless find ways to

participate in the Offer" and pointed to the "widely-known practice of sophisticated US

investors finding ways to participate in foreign tender offers through foreign

intermediaries.” Id. at ¶ 42. In essence, SCOR was asserting that, although the Offer

would not be available to holders inside the United States (including holders of ADSs),

sophisticated stockholders could (and likely would) find a way to participate in the Offer

were they so motivated. This was based, at least in part, on the fact that many of these

holders were institutional in nature and had European and other offices.

24. On April 20, 2007, the Swiss Takeover Board ruled that under Swiss law,

SCOR must treat all Converium shareholders equally. Id. at ¶ 41.

25. On May 1, 2007, Plaintiff filed his Class Action Complaint. Long Aff.,

Ex. 1.

26. On May 2, 2007, Patinex filed a Schedule 13D with the United States

Securities and Exchange Commission (“SEC”) disclosing that: (i) on February 16, 2007,

it and SCOR entered into a share purchase agreement whereby SCOR agreed to acquire

from Patinex, and Patinex agreed to sell to SCOR 29,020,350 registered shares of

Converium at a closing that occurred on April 26, 2007 (the “Closing”); (ii) immediately

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after the Closing, Patinex sold 1,388,017 shares of SCOR in a privately negotiated

transaction; and (iii) following the consummation of the aforementioned transactions,

Patinex is the beneficial owner of 9.5% of the share capital of SCOR. Long Aff., Ex. 6 at

4-5.

27. On May 3, 2007, SCOR accepted service of the Complaint and Plaintiff’s

Counsel agreed to adhere to the schedule established in the Converium Action (as

hereinafter defined). Pursuant to that agreement, SCOR provided to Plaintiff’s Counsel

for the Class the approximately 30,000 pages of documents it had produced in discovery

in the Converium Action. Id. at 4.

28. The allegations made in the Complaint concern the same issues as those

contained in a complaint filed by Converium on April 16, 2007, against SCOR and

Patinex in an action captioned Converium Holding AG v. SCOR S.A. and Patinex AG,

Civil Action No. 07 CV 3042 (GEL) (S.D.N.Y.) (the “Converium Action”). Id.

29. On May 10, 2007, SCOR and Converium announced that they had reached

an agreement on the terms and conditions of a friendly transaction in connection with the

Offer. As part of that agreement, SCOR agreed (i) to increase the cash portion of the

Offer Price from CHF 4 to CHF 5.50, and (ii) not to reduce the offer price by the amount

of the dividend of CHF 0.20 per Converium Share adopted by the shareholders’ meeting

of Converium on May 10, 2007, which represents an aggregate price increase of 7.9%.

Id. at 5.

30. On May 10, 2007, Converium voluntarily dismissed with prejudice the

Converium Action. Id.

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31. On May 10, 2007, SCOR announced that it had agreed to increase the

Offer Price by 7.9% or a total value of approximately $259.6 million.

32. SCOR has acknowledged that the pendency of this Action and the

Converium Action were factors it considered in making its decision to increase the Offer

Price. Id.

C. The Parties Negotiate the Settlement

33. Through the process of intense negotiations, Plaintiff and Defendants

reached an agreement to resolve the Action on the terms and conditions set forth below,

subject to Court approval.

34. In connection with those negotiations, SCOR acknowledged that it agreed

to increase its Offer Price by 7.9% per share, or approximately $259.60 million in

aggregate, as a result of, among other things, the pendency of the Action and the efforts

of Plaintiff’s Counsel. Long Aff., Ex. 3 and Ex. 6 at 5. The proposed settlement also

included the representation, since fulfilled, to acquire the Converium securities owned by

Americans at the same price paid to shareholders outside the United States. Defendants

also agreed to allow Plaintiff to take certain discovery to confirm the fairness of the

Settlement, including SCOR’s treatment of the members of the Class, as well as other

Converium shareholders in connection with the Offer and related transactions.

35. On June 9, 2007, the Swiss Takeover Board approved the Offer, which

commenced on June 12, 2007 with the initial offer period ending July 9, 2007. An

additional acceptance period commenced on July 13, 2007 and ended July 26, 2007.

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36. The Offer was settled on August 8, 2007. Long Aff., Ex. 4. According to

SCOR’s filings with the SEC, the Offer was neither an offer to sell nor a solicitation of an

offer to buy securities in the United States or to or from U.S. persons. The Offer was not

made in or into the United States and was not capable of being accepted by U.S. persons

or persons in the United States.

37. Upon settlement of the Offer, SCOR owned 96.32% of the issued and

outstanding Registered Shares. At Converium’s Extraordinary Meeting of shareholders

held on August 30, 2007, the shareholders approved a resolution to change its name from

Converium Holding Ltd. to SCOR Holding (Switzerland) Ltd. In addition, the

shareholders of Converium approved the election of a new Board of Directors,

comprising Denis Kessler, Georges Chodron de Courcel, Jürg Marty, Dr. J. Friedrich

Sauerländer, Jean-Luc Besson, Gilles Meyer and Victor Peignet.

38. Following the settlement of the Offer, SCOR continued to make purchases

of Converium stock. As a result, SCOR holds in excess of 98% of Converium’s voting

rights and outstanding Shares. According to SCOR in its filings with the SEC, pursuant

to Article 33 of the Swiss Federal Act on Stock Exchanges and Securities Trading

("Article 33"),3SCOR may file (and has filed) a cancellation action with the Commercial

3

Pursuant to Article 33, a cancellation proceeding is only available if it is filed three

months following the expiration of the additional acceptance period of a Swiss public

tender offer for the shares of a Swiss listed company and if the applicant directly or

indirectly owns more than 98% of the voting rights in such company. The price to be

paid to shareholders whose shares are cancelled in the cancellation proceeding must be

identical to the offer price that was paid to shareholders in the Swiss public tender offer.

Here, SCOR has complied with that requirement with respect to both owners of

Converium stock, and the ADSs.

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Court of the Canton of Zurich on October 25, 2007, seeking a court-ordered cancellation

of the remaining shares of Converium stock not owned by SCOR (the "Cancellation").

39. Upon the declaration of effectiveness of the Cancellation by the court in

Zurich, Switzerland, at the earliest three months from November 22, 2007 (the date of

publication of the notification by the court in Zurich, Switzerland of the Cancellation

action), all shares of Converium not owned by SCOR will be cancelled. Following such

cancellation, under Swiss law, Converium will reissue the cancelled shares to SCOR and

SCOR will be required to pay former shareholders of Converium the Swiss Offer

consideration consisting of (i) one-half of a SCOR share, nominal value EUR 7.8769723

(a “SCOR Share”), (ii) CHF 5.50 in cash, and (iii) EUR 0.40 in cash (collectively, the

"Cancellation Consideration"), which is the same combination of cash and shares as was

offered in the Offer (the “Offer Price”).

40. According to SCOR’s filings with the SEC, holders of ADSs (as

evidenced by American Depositary receipts, each representing one-half of one share of

Converium stock) will be entitled to the US dollar equivalent of half the Cancellation

Consideration, less any fees as described below. ADS holders will receive their

consideration through The Bank of New York, the depositary for Converium’s American

Depositary Receipt Program. In that regards, holders of ADS will receive approximately

the same amount of consideration as the other holders of Converium stock. All other

holders of stock will receive the same consideration as in the Offer.

41. Plaintiff respectfully submits that the Settlement constitutes a fair and

reasonable resolution of the claims asserted on behalf of Plaintiff and the Class, and

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jointly requests with Defendants that the Court approve the Settlement. Likewise, we

respectfully submit that the Settlement is fair and reasonable and that the application for

award of attorneys’ fees and reimbursement of expenses is equally fair and reasonable in

light of, among other things, the substantial benefits achieved for the Class through the

litigation efforts of Plaintiff’s Counsel on a fully contingent basis.

D. Plaintiff Completes Discovery

42. Following the execution of the Stipulation, Plaintiff’s Counsel were

provided with thousands of additional pages of documents from Defendants regarding the

transaction. Plaintiff reviewed the documents produced by Defendants. In addition,

Plaintiff’s Counsel traveled to Paris, France, to review thousands of pages of additional

documents provided by SCOR’s attorneys, and to conduct interviews of certain SCOR

executives with substantial knowledge regarding the Offer and, specifically, the conduct

challenged in the Offer. Specifically, Plaintiff’s Counsel conducted thorough interviews

of SCOR’s Group Chief Operating Officer, François de Varenne, and its former Head of

Investor Relations, James Root. The interviews covered a variety of topics designed to

confirm the fairness of the Proposed Settlement, and included, among others: (1) SCOR’s

treatment of ADS holders in the United States in connection with the Offer; (2) the

underlying transactions that led to the Offer, including SCOR’s purchase of Converium

shares from Patinex and its discussions with that entity; (3) SCOR’s interaction with, and

conduct before, the Swiss Takeover Board in connection with the Offer; (4) the

negotiations leading to, and circumstances underlying, the Offer; (5) the consideration

offered to Converium stockholders in connection with the Offer; (6) the litigation filed

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against SCOR by Converium in connection with the Offer; and (7) the fact that the

Action was a substantial causal factor in SCOR’s decision to raise the Offer price.

43. Following the completion of additional document and oral discovery,

Plaintiff’s Counsel concluded that there is more than substantial evidence that the

Settlement results in a transaction that is fair to and in the best interests of Plaintiff and

other public shareholders of Converium, taking into account all factors potentially

affecting the value and business prospects of Converium, and available strategic

alternatives. As a result, Plaintiff and his counsel are satisfied that the increased Offer

and the payment of the same consideration to American shareholders provide more than

ample consideration for the proposed Settlement. Long Aff., Ex. 2 at ¶ J and Ex. 6 at 6.

44. While Plaintiff believed that his claims were and are meritorious, he

recognized that he would have to overcome significant obstacles to achieve recovery for

the Class if the case were tried, with the distinct possibility that any injunctive relief and

judgment, even if Plaintiff prevailed, might well have provided class members with less

value than they have received as a result of the Settlement. Long Aff., Ex. 6 at 9.

45. Defendants would have strongly argued that SCOR paid a fair price and

that no shareholder was damaged by Defendants’ conduct. They would have also argued

that they had fully complied with all applicable laws and had, eventually, received the

approval of the Swiss Takeover Board, and that the SEC terminated its investigation.

Plaintiff also would have faced the process of lengthy and difficult international

discovery spanning multiple continents, along with all of the attendant difficulties in

navigating the laws of several different countries.

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46. Under these circumstances, even if Plaintiff overcame Defendants’ motion

to dismiss and fought through the difficulty of additional motions, discovery, the

inevitable battle of experts, trial, and inevitable appeals to follow, ultimately it was at

best debatable whether a more successful result could be obtained, or, at the very least,

that a judgment could have been attained which would equal the negotiated benefits

obtained by Plaintiff for the Class through the settlement process.

47. In sum, based on their investigation, extensive discovery efforts and their

analysis of applicable legal principles, Plaintiff and his counsel concluded that the

negotiated benefits of the Settlement provide more than ample consideration for the

parties to settle and release the claims in this lawsuit, given the substantial risks, costs,

and uncertainties of continued litigation.

THE STIPULATION OF SETTLEMENT

48. The Stipulation and Agreement of Settlement was executed by the parties

on May 24, 2007. Long Aff., Ex. 2.

49. The Stipulation stated that:

On May 10, 2007, SCOR and Converium announced that they had

reached an agreement on the terms and conditions of a friendly

transaction in connection with the Offer. As part of that

agreement, SCOR agreed (i) to increase the cash portion of the

Offer Price from CHF 4 to CHF 5.50 and (ii) not to reduce the

offer price by the amount of the dividend of CHF 0.20 per

Converium Share adopted by the shareholders' meeting of

Converium on May 10, 2007, which represents an aggregate price

increase of 7.9%.

Long Aff., Ex. 2 ¶ F.

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50. The Stipulation also provides that, contingent upon Court approval of the

proposed Settlement, Plaintiff’s Counsel will apply at the Settlement hearing for an

award of attorneys’ fees not to exceed $500,000 and reimbursement of expenses incurred

in connection with the litigation not to exceed $50,000. Defendants will not oppose any

such application. Any such amounts awarded by the Court shall be paid by Defendants

or their successors-in-interest. Long Aff., Ex. 2 at ¶ 7.

51. Plaintiff’s Counsel engaged in discovery that included the review of

thousands of pages of documents regarding SCOR, Patinex, and Converium, as well as

the Offer. In addition, Plaintiff’s Counsel traveled to Paris, France, to review additional

documents provided by SCOR’s attorneys, and to conduct the interviews of certain

SCOR executives with substantial knowledge regarding the Offer and, specifically, the

conduct challenged in the Offer. Specifically, Plaintiff’s Counsel conducted thorough

interviews of SCOR’s Group Chief Operating Officer and its Director of Investment

Relations. After discovery was completed, and Plaintiff’s Counsel assured themselves

that the terms of the proposed Settlement were fair and reasonable, the parties sought

leave from the Court to present the Settlement. Long Aff., Ex. 6.

52. On November 13, 2007, the Court entered the Scheduling Order, and

directed that the Notice be given to all United States persons or entities who held shares

of Converium or American Depository Shares (other than Defendants), either of record or

beneficially, including any and all of their legal representatives, heirs, successors-ininterest, transferees or assigns of all such holders, immediate or remote, in each case

solely in their capacities as public shareholders of Converium American Depository

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Shares (defined in the Scheduling Order as the “Class”). Long Aff, Ex. 4. Pursuant to

the Scheduling Order and in accordance with Federal Rule of Civil Procedure 23,

approximately 25,000 copies of the Notice were mailed to the members of the Class on

December 5, 2007. Long Aff., Ex. 6. Affidavit of Paul Mulholland concerning mailing

notices filed with the Court on January 25, 2008.

53. Notice disseminated on December 5, 2007 advised Class members of the

background and terms of the proposed Settlement. The Notice informs Class members

of, inter alia:

 The background and history of the litigation and settlement

negotiations;

 The nature of the claims asserted;

 The terms of the Offer as consideration for the release of claims

contemplated thereby and the amount of Plaintiff’s Counsel’s fee and

expense request; and

 The time and place of the Settlement hearing and the procedures that

Class members must follow if they wish to appear or object, or

otherwise be heard at the hearing.

Long Aff., Ex. 6.

PLAINTIFF’S COUNSEL’S FEE AND EXPENSE APPLICATION

54. Contingent upon Court approval of the Settlement, Plaintiff’s Counsel

seek an award of attorneys’ fees totaling $500,000 and reimbursement of $47,473.13 in

expenses incurred in connection with the litigation. Long Aff., Ex. 2 at ¶ 7. Defendant

SCOR has agreed to pay such fees and expenses awarded by the Court. Id. Plaintiff’s

Counsel believe that their request is fair and reasonable under the standards applicable in

this Court and the relevant facts of this case. Perhaps most important, there have been no

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objections to Plaintiff’s Counsel’s application for an award of attorneys’ fees and

reimbursement of expenses. The parties negotiated the fee requested at arm’s length, and

the fee award will in no way diminish the consideration already provided the Class. That

is, SCOR will pay fees and expenses as awarded by the Court separate and above the

consideration provided to Converium’s shareholders. The Settlement will not diminish

the consideration provided to these individuals and entities.

55. The record shows that Plaintiff and his counsel were casual factors in

producing significant benefits for members of the Class, in the form of approximately

$259.6 million in additional consideration for all Converium’s shareholders, including

the members of the Class, who were treated the same as all other holders of Converium

stock. Long Aff., Ex. 6 at 5. In addition, both SCOR representatives confirmed this fact.

56. Plaintiff’s Counsel’s services to obtain the benefits achieved through the

Settlement required a high level of experience and expertise in shareholder litigation.

Plaintiff’s Counsel have expended significant time, effort and resources in the diligent

and successful prosecution of the Action and settlement negotiations as described herein.

In connection with this litigation, Plaintiff’s Counsel have expended more than 980

attorney hours for a lodestar of more than $523,000 and have incurred expenses of over

$47,000. The services provided by Plaintiff’s Counsel have included pre-suit

investigation of the relevant facts and transactions; drafting of pleadings and discovery

requests; research on the applicable law to formulate both litigation and negotiation

strategies; conducting successful settlement negotiations with Defendants; review and

analysis of voluminous and complex documents; interviewing certain high-ranking

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officials of defendant SCOR; and communicating with Converium shareholders

regarding the litigation and the proposed settlement. In Plaintiff’s Counsel’s view, all

these efforts were necessary and reasonable in connection with the prosecution of the

Action. At all relevant times, Plaintiff’s Counsel coordinated their efforts to proceed as

efficiently as possible and avoid unnecessary duplication of efforts.

57. Plaintiff’s Counsel respectfully submit that the fee request is fair and

reasonable, based on, among other things, the benefits obtained by the Class due to

improvements to the terms of the transaction at issue, the prosecution of Plaintiff’s claims

on a fully contingent basis and the quality of the services rendered in pursuing and

resolving the complex claims asserted by Plaintiff and his counsel, including the

investigation and analysis of the underlying facts and successful negotiations with

Defendants’ Counsel with respect to the original and revised terms of the transaction.

58. Given the substantial benefits conferred through the efforts of Plaintiff’s

Counsel and the numerous litigation risks and complexities Plaintiff would have

confronted had the case been prosecuted to trial as more fully delineated in the

accompanying memorandum of law, we respectfully submit that the proposed Settlement

is fair, reasonable, and adequate and should be approved by the Court. Additionally,

given the material benefits achieved and substantial services rendered by Plaintiff’s

Counsel, we respectfully submit that the requested award of attorneys’ fees of $500,000

and reimbursement of $47,473.13 in expenses incurred in connection with the Settlement

is both fair and reasonable and fully merits the Court’s approval.

Case 1:07-cv-03476-GEL Document 13 Filed 02/04/2008 Page 19 of 20
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59. No compensation in any form has passed directly or indirectly from any of

the Defendants to the Plaintiff or Plaintiff’s attorneys. In addition, with the exception of

Plaintiff’s Counsel’s fee application (as yet to be determined and awarded by the Court),

no promise to give any such compensation has been made. In addition, Plaintiff’s

Counsel have not made and will not make, and Plaintiff has not received and will not

receive, any payments for serving as a representative party on behalf of the Class.

Executed this 4th day of February, 2008.

Respectfully Submitted,

RIGRODSKY & LONG, P.A.

By: s/Seth D. Rigrodsky

Seth D. Rigrodsky (SR-9430)

Brian D. Long

919 N. Market Street, Suite 980

Wilmington, DE 19803

Telephone: (302) 295-5310

Facsimile: (302) 654-7530

RIGRODSKY & LONG, P.A.

By: s/Joseph H. Weiss

Joseph H. Weiss (JW-4534)

James E. Tullman (JT-9597)

David C. Katz (DK-6235)

551 Fifth Avenue

New York, NY 10176

Telephone: (212) 682-3025

Facsimile: (212) 682-3010

Counsel for Plaintiff and the Class

Case 1:07-cv-03476-GEL Document 13 Filed 02/04/2008 Page 20 of 20