UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK In the Matter of the Arbitration Between ACE PROPERTY

& CASUALTY INSURANCE COMPANY (f/lc/a CIGNA PROPERTY & CASUALTY INSURANCE COMPANY) as successor in interest and assignee of IMPERIAL CASUALTY AND INDEMNITY COMPANY, and ILLINOIS UNION INSURANCE COMPANY (f/k/a GATX INSURANCE COMPANY), Petitioners. and AXA RE, as successor to ANCIENNE MUTUELLE and L'ABEILLE IGARD, Respondent. Civil Action No.

7 11 *
NOTICE OF PETITION TO CONFIRM ARBITRATION AWARDS

TO:

AXA RE 39 rue du Colisee 75008 Paris, France

SIRS: PLEASE TAKE NOTICE that upon the annexed Petition To Confirm Arbitration Awards, the accompanying Declaration of Daryn Rush, dated October 5, 2011, and exhibits thereto, Petitioners ACE Property & Casualty Insurance Company ("ACE P&C") and Illinois Union Insurance Company ("Illinois Union") (collectively "ACE" or "Petitioners"), by and
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through their attorneys Gibbons P.C., will move this Court at a time and place to be set j?y the"'' Court after the filing of proof of service herein, for an Order confirming the arbitrationmwafids dated on October 16, 2010 and February 1, 2011.
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PLEASE TAKE FURTHER NOTICE that oral argument is not requested unless opposition is filed. Dated: New York, NY Octobers, 2011 GIBBONS P.C. One Pennsylvania Plaza, 37th Floor New York, New York 10119-3701 mstoutenburg@gibbonslaw.com Ph: 212-613-2027 Fax: 212-554-9648

Mark W. Stoutenburg -andDaryn E. Rush Thomas E. Klemm 1700 Two Logan Square 18th & Arch Streets Philadelphia, PA 19103-2769 drush@gibbonslaw.com tklemm@gibbonslaw.com Ph: 215-446-6220 Fax: 215-446-6336 Attorneys for Petitioners ACE Property & Casualty Insurance Company and Illinois Union Insurance Company

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK In the Matter of the Arbitration Between
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ACE PROPERTY & CASUALTY INSURANCE | COMPANY (f/k/a CIGNA PROPERTY & CASUALTY INSURANCE COMPANY) as successor in interest and assignee of IMPERIAL CASUALTY AND INDEMNITY COMPANY, and ILLINOIS UNION INSURANCE COMPANY (f/k/a GATX INSURANCE COMPANY), Petitioners, and AXA RE, as successor to ANCIENNE MUTUELLE and L'ABEILLE IGARD, Respondent.

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PETITION TO CONFIRM ARBITRATION AWARDS

Petitioners, ACE Property & Casualty Insurance Company ("ACE P&C") and Illinois Union Insurance Company ("Illinois Union") (collectively "ACE"), hereby petition this Court to confimi as ajudgroent pursuant to Section 207 of the Federal Arbitration Act, 9 U.S.C. 207, the awards in the arbitration between the above parties. The Parties 1. Petitioner, ACE P&C, is an insurance company organized under the laws of

Pennsylvania, with its principal place of business in Philadelphia, Pennsylvania. ACE P&C is authorized to do business in the state of New York. 2. ,:. ;

Petitioner, Illinois Union, is an insurance company organized under tKeTaw^s of ..

Illinois, with its principal place of business in Philadelphia, Pennsylvania. Illinois Unit>i is , authorized to do business in the state of New York.

3.

Upon information and belief, Respondent, AXA Re, is an insurance company

organized under the laws of France, with its principal place of business in Paris, France. Jurisdiction 4. This Petition is submitted under Chapter 2 of the Federal Arbitration Act (the

"FAA"), 9 U.S.C. 201-208, which provides for enforcement of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10,1958 (the "New York Convention"). 9 U.S.C. 201. This proceeding involves commercial arbitration agreements that are not entirely between citizens of the United States, and thus falls within the New York Convention. 9 U.S.C. 202. 5. This Court has jurisdiction pursuant to Section 203 of the FAA, which provides:

"An action or proceeding falling under the [New York] Convention shall be deemed to arise under the laws and treaties of the United States. The district courts of the United States . .. shall have original jurisdiction over such an action or proceeding, regardless of the amount in controversy." 9 U.S.C. 203. 6. This Court also has jurisdiction pursuant to 28 U.S.C. 1332(a)(1) because the

Petitioners are citizens of Pennsylvania and Illinois and Respondent is a citizen of a foreign country, France, and the amount in controversy exceeds $75,000, exclusive of interest and costs. 7. Venue is proper in this district because Section 204 of the FAA provides that a

petition to confirm an arbitration award under the New York Convention "may be brought in any such court in which save for the arbitration agreement an action or proceeding with respect to the controversy between the parties could be brought. . . ." 9 U.S.C. 204. In the absence of agreements to arbitrate, ACE P&C and Illinois Union could have sued AXA Re in this Court. Venue is also proper in this district because the parties designated a location within the Southern

District of New York as the site for the hearings, which were conducted in October 2010 and February 2011. 8. Pursuant to the service of suit clause in the contracts identified below, AXA Re

consented to jurisdiction of any court of competent jurisdiction within the United States. The Reinsurance Contracts and the Arbitration Clauses 9. Reinsurance is insurance for insurance companies. In reinsurance, the insurer

(often referred to as the "ceding company") transfers (or "cedes") a portion of its liability to a reinsurer. 10. A retrocessional contract is a reinsurance contract that further reinsures a

reinsurer. The reinsurer in this context is sometimes referred to as "retrocessionnaire." Illinois Union Contracts 11. Illinois Union was formerly known as GATX Insurance Company ("GIC"), a

company that was incorporated in Illinois in 1973. 12. AXA Re, is the successor to Ancienne Mutuelle ("Ancienne") and L'Abeille

IGARD ("L'Abeille"). 13. In the 1970's, Ancienne and L'Abeille participated as reinsurers and

retrocessionaires in a comprehensive insurance/reinsurance program. 14. Initially, Ancienne and L'Abeille reinsured GIC under certain retrocessional

contracts (the "Illinois Union Contracts"). 15. The Illinois Union Contracts contain an arbitration clause that provides in

pertinent part as follows: Should any difference of opinion arise between the Reinsurers and the Company which cannot be resolved in the normal course of business with respect to the interpretation of this Agreement, the

difference shall be submitted to arbitration by a Board of Arbitration consisting of two arbitrators and an umpire.

The Board shall be relieved from all judicial formalities and may abstain from following the strict rules of law and they shall make their award with a view to effecting the general purpose of this Agreement rather in accordance with the literal interpretation of the language, and the decision of the majority shall be final and binding upon the parties under this Agreement. See Declaration of Daryn E. Rush at If 2, a copy of which is attached hereto as Exhibit 1 (hereinafter "Rush Decl."). ACE P&C Contracts 16. In subsequent years, Ancienne and L'Abeille reinsured Imperial Casualty and

Indemnity Company ("Imperial") under various reinsurance contracts (the "ACE P&C Contracts"). 17. 18. Imperial assigned its rights and obligations under such contracts to ACE P&C. The ACE P&C Contracts contain an arbitration clause that provides in pertinent

part as follows: Should any difference of opinion arise between the Reinsurers and the Company which cannot be resolved in the normal course of business with respect to the interpretation of this Agreement, the difference shall be submitted to arbitration by a Board of Arbitration consisting of two arbitrators and an umpire.

The Board shall be relieved from all judicial formalities and may abstain from following the strict rules of law and they shall make their award with a view to effecting the general purpose of this Agreement rather in accordance with the literal interpretation of the language, and the decision of the majority shall be final and binding upon the parties under this Agreement. See Rush Decl. at ^j 3.

Arbitration and Awards 19. Illinois Union and ACE P&C sought recoveries from AXA Re under the Illinois

Union Contracts and the ACE P&C Contracts. See Rush Decl. at 14. 20. 21. AXA Re disputed its liability under the contracts. See Rush Decl. at f 5. On February 2, 2006, and pursuant to relevant arbitration provisions, ACE

submitted an arbitration demand regarding the disputed recoveries from AXA Re. See Rush Decl. at If 6. 22. Each party appointed an arbitrator, and the umpire was chosen in accordance with

the arbitration clause in the contracts. See Rush Decl at f 7. 23. The parties held a telephonic Organizational Meeting on March 10, 2010. See

Rush Decl. at 1 8. 1 24. The parties and the Arbitration Panel agreed at the Organizational Meeting to be

bound by a Confidentiality Agreement whereby the parties and Panel agreed not to disclose "Arbitration Information" to third parties except as set forth in the Confidentiality Agreement. See Rush Decl. at If 9. 25. Pursuant to the Confidentiality Agreement, the parties agreed that, subject to court

approval, any submissions of Arbitration Information to a court in connection with a petition to confirm, modify or vacate an award shall, be filed under seal. See Rush Dec), at lj 9. In accordance with the Confidentiality Agreement, ACE has filed a separate Motion to Seal the within Petition to Confirm Arbitration Awards. 26. Following the Organizational Meeting, the parties engaged in document

discovery. By agreement, there were no depositions. See Rush Decl. at 1 10.

27.

An arbitration hearing was conducted in New York on October 12 and 13, 2010,

at which time the parties presented evidence by way of documents and testimony. See Rush Decl. atf 11. 28. 29. Closing arguments were made on October 13, 2010. See Rush Decl. at f 12. Following deliberations, the Panel issued an Order on October 16, 2010 (the

"October 16, 2010 Award"). See Rush Decl. at 113. 30. On February 1, 2011, a further hearing was held in New York City at which time

counsel for both parties made oral presentations. See Rush Decl. at f 14. 31. On February 3, 2011, the Arbitration Panel issued an Award (the "February 3,

2011 Award"). See Rush Decl. at f 15. 32. AXA Re has not moved to vacate, modify or correct the October 16, 2010 Award

or the February 3, 2011 Award. See Rush Decl. at * 16. f 33. For the reasons set forth herein and in the accompanying Memorandum of Law,

the October 16, 2010 Award and the February 3, 2011 Award should be confirmed. 34. Wherefore, ACE respectfully requests that the Court enter an order pursuant to 9

U.S.C. 207 confirming the October 16, 2010 Award and the February 3, 2011 Award and directing that judgment be entered thereon.

Dated: New York, NY Octobers, 2011 GIBBONS P.C. One Pennsylvania Plaza, 37th Floor New York, New York 10119-3701 mstoutenburg@gibbonslaw.com Ph.: 212-613-2027 Fax^24-X-5$ By: Mark W. Stoutenburg -andDaryn E. Rush Thomas E. Klemm 1700 Two Logan Square 18th & Arch Streets Philadelphia, PA 19103-2769 drush@gibbonslaw.com tklemm@gibbonslaw. com Ph: 215-446-6220 Fax: 215-446-6336 Attorneys for Petitioners ACE Property & Casualty Insurance Company and Illinois Union Insurance Company