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subsidiary of Trenwick while Trenwick America and Trenwick Holdings became

subsidiaries of Chartwell Re.

Finally, during the third stage of the restructuring of subsidiaries, which occurred

the same day as the second stage, Chartwell Re sold back all the U.K. subsidiaries it had

received in the second stage of the restructuring to Trenwick (i.e., the ultimate parent and

publicly-listed entity) in exchange for reducing the $135 million intercompany held by

Trenwick and owed by Chartwell Re. Thus, all the U.K. and foreign businesses were

again wholly-owned subsidiaries of parent Trenwick while the U.S. businesses held in

Trenwick America remained the only subsidiaries of Chartwell Re.

6. The LaSalle Combination And The Creation Of Trenwick Group Limited

The day after Trenwick restructured its subsidiaries, September 27, 2000, LaSalle

and Trenwick merged. They merged into a newly-created entity named Trenwick Group

Limited. Chartwell Re then merged with and into its subsidiary Trenwick America

bringing to Trenwick America Chartwell Re’s only other subsidiary, which was inactive.

Thus, when Chartwell Re merged into Trenwick America, Trenwick America became

responsible for the liabilities Chartwell Re had received from Trenwick (including the

approximately $190 million in Assumed Notes) when Trenwick had transferred

substantially all its assets to Chartwell Re in the second stage of the internal restructuring.

To summarize, before the restructuring began, Trenwick America consisted of

only the Trenwick America domestic reinsurance business and (at least operationally) the

reinsurance business of Chartwell. But by the end of the internal corporate restructuring

and the completion of the LaSalle merger, Trenwick America was the branch of


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