On April 18, 2003, the Board of Directors of Trenwick, in accordance with the Rights Agreement, as amended by the First Amendment, adopted a resolution excluding European Re from the definition of Acquiring Person under the Rights Agreement (the "Exclusion"). The Exclusion only applies to the Beneficial Ownership (as defined in the Rights Agreement) resulting from the right of conversion under the Series B Shares that arises upon the occurrence of a Net Worth Conversion Event on April 21, 2003, and does not by its terms apply with respect to any Common Shares acquired by European Re upon exercise of such rights of conversion. In addition, the Exclusion will no longer apply (i) following the date which is 10 days after the date on which European Re provides notice to Trenwick of a Proposed Conversion Date (as defined in the Rights Agreement) or (ii) if European Re becomes the Beneficial Owner of any additional Common Shares.