LASALLE COVER COMPANY, LLC
68 HARVARD STREET
BROOKLINE, MASSACHUSETTS 02445
DEPOSITARY AGENT AGREEMENT
February 16, 2005
Computershare Trust Company of New York
88 Pine Street - 19th Floor
New York, New York 10005
Ladies and Gentlemen:
LaSalle Cover Company, LLC, (the "Purchaser") hereby appoints Computershare
Trust Company of New York (the "Agent") to serve as the Depositary agent in
connection with the Purchaser's offer to purchase up to 3,000,000 shares of
LaSalle Re Holdings Limited's Series A preferred stock, $1.00 par value (the
"Shares"), at $1.17 per Share net to Purchaser in cash, upon the terms and
conditions set forth in the Purchaser's Amended and Restated Offer to Purchase
dated January 21, 2005 (the "Offer to Purchase") and in the related Amended and
Restated Letter of Transmittal (which shall include the Internal Revenue Service
Form W-9)(the "Letter of Transmittal"), copies of which are attached hereto as
Exhibits A and B, respectively, and which together constitute the "Offer." The
expiration date for the Offer shall be Midnight (New York City Time) on February
18, 2005, unless the Purchaser extends the period of time for which the Offer is
open, in which event the expiration date shall mean the latest time and date at
which the Offer, as extended by the Purchaser, shall expire (the "Expiration
Date").
In agreeing to serve as the Agent, you acknowledge that your authority and
actions shall be governed by the terms of this Agreement. In discharging your
duties, you and the Purchaser shall proceed as follows:
Section 1. Definitions. (a) Whenever used in this Agreement, the following
words and phrases shall have the following meanings:
(i) "Agent's Message" means a message transmitted through electronic
means by a Book-Entry Transfer Facility, in accordance with the
normal procedures of the Book-Entry Transfer Facility and the
Depositary, to and received by the Depositary and forming part of
a Confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from the
participant in the Book-Entry Transfer Facility tendering the
Shares which are the subject of such Book-Entry Confirmation that
such participant has received and agrees to be bound by the terms
of the Letter of Transmittal, and that the Purchaser may enforce
such agreement against such participant. The term Agent's Message
shall also include any hard copy printout evidencing such message
generated by a computer terminal maintained at the Depositary's
office;
(ii) "Business Day" means any day except a Saturday, Sunday, Federal
Reserve Bank holiday or New York Stock Exchange holiday. A
Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local
time for the relevant party's principal place of business;
(iii) "Confirmation" means a confirmation of book-entry transfer of
Shares into your account at The Depository Trust Company (the
"Book-Entry Transfer Facility"), which shall be established and
maintained by you;
(iv) "Eligible Institution" means a firm or other entity identified in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and which is a member in good
standing in the Security Transfer Agent Medallion Signature
Program; and
(v) "Notice of Guaranteed Delivery" means a notice of guaranteed
delivery substantially in the form attached as Exhibit C hereto
or a telegram, facsimile transmission or letter substantially in
such form, or if sent by a Book-Entry Transfer Facility, a
message transmitted through electronic means in accordance with
the usual procedures of the Book-Entry Transfer Facility and the
Depositary, substantially in such form; provided, however, that
if such notice is sent by a Book-Entry Transfer Facility through
electronic means, it must state that the Book-Entry Transfer
Facility has received an express acknowledgment from the
participant on whose behalf such notice is given that such
participant has received and agrees to become bound by the form
of such notice;
(b) All terms not defined in this Agreement shall have the same meaning as
in the Offer.
Section 2. Tenders of Shares. (a) Tenders of Shares may be made only as set
forth in Section 3 of the Offer to Purchase. The Shares shall be considered
validly tendered to you only if:
(i) you receive, prior to the Expiration Date, certificates for such
Shares (or a Confirmation relating to such Shares) and a properly
completed and duly executed Letter of Transmittal (or facsimile
thereof) or an Agent's Message relating thereto; or
(ii) you receive a Notice of Guaranteed Delivery relating to such
Shares prior to the Expiration Date and certificates for such
Shares (or a Confirmation relating to such Shares) and either a
properly completed and duly executed Letter of Transmittal (or
facsimile thereof) or an Agent's Message relating thereto within
three (3) Business Days after the date of execution of such
Notice of Guaranteed Delivery; and
(iii) in the case of either clause (i) or (ii) above, a final
determination of the adequacy of the items received, as provided
under this Agreement, has been made by the Purchaser.
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(b) Purchaser acknowledges that, in connection with the Offer, you may
enter into agreements or arrangements with a Book-Entry Transfer Facility which,
among other things, provide that (i) delivery of an Agent's Message will satisfy
the terms of the Offer with respect to the delivery of a Letter of Transmittal,
(ii) such agreements or arrangements are enforceable against the Purchaser by
the Book-Entry Transfer Facility or participants therein and (iii) you, as
depositary agent, are authorized to enter into such agreements or arrangements
on behalf of the Purchaser. In connection therewith, you are expressly
authorized to enter into any such agreements or arrangements on behalf of the
Purchaser and to make any necessary representations or warranties in connection
therewith, and any such agreements or arrangements shall be enforceable against
the Purchaser.
Section 3. Procedures for Defective Tenders. (a) You are authorized and
directed to examine any certificate representing Shares, Letter of Transmittal
(or facsimile thereof), Notice of Guaranteed Delivery or Agent's Message and any
other document required by the Letter of Transmittal received by you to
determine whether you believe any tender may be defective. In the event you