EX-4.7 STAND-BY LETTER OF CREDIT FACILITY

1

DEFINITIONS

“Agreement” means this Stand-by Letter of Credit Facility;

“Amendment Fee” means the fees as defined in Section 6.4 of this SBLC Facility;

“Application” means a request for the issuance of a Stand-by Letter of Credit as defined in Section 3.1;

“Beneficiary(ies)” means any U.S. insurance company as specified in the “Demande d’émission de stand-by letter of credit” as herewith attached;

“Business Day” means a day (other than a Saturday or Sunday, Christmas Day and New Year’s Day) on which commercial banks are open for business in Paris and New York, if on that day a payment or other dealing is due to take place under this Stand-by Letter of Credit Facility;

“Commitment” means US$ 200,000,000 (two hundred million US dollars), to the extent not cancelled or reduced under this Agreement; provided that the Commitment shall be reduced by the amount of any stand-by letter of credit issued by the Bank pursuant to the SCOR VIE Facility Agreement;

“Commitment Fee(s)” means the fees as defined in Section 6.1 of this SBLC Facility;

“Commitment Period” means from the date hereof until the Final Maturity Date;

“euro” and “EUR” means the single currency of the Participating Member States;

“Event of Default” means any of the events or circumstances described in Section 9.1 which have not been remedied within the grace period (if any) which is applicable under Section 9.2;

“Final Maturity Date” means December 31, 2005, or as it may be extended pursuant to the provisions hereof;

“Indebtedness” means :

(i)

any indebtedness for monies borrowed;

(ii)

any indebtedness (actual or contingent) under any guarantee, security, indemnity, or other commitment designed to assure any creditor against loss in respect of any indebtedness for borrowed money of any third party;

(iii)

any indebtedness under any acceptance credit;

(iv)

any indebtedness under any debenture, note, bill of exchange or commercial paper;

(v)

any indebtedness for money owing in respect of any interest rate swap or cross-currency swap or forward sale or purchase contract or any options contract; or

(vi)

any payment obligations under any lease entered into for the purpose of obtaining or raising finance;

“Issue Date” means the date on which a Stand-by Letter of Credit shall be issued, as indicated in Client’s Application to the Bank;

“Issuing Bank” means Deutsche Bank AG, New York Branch;

“Issuance Fee” means the fees as defined in Section 6.3 of this SBLC Facility;

“Maturity Date” means the last day of the term of a Stand-by Letter of Credit.

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Prime Rate” means the rate of interest per annum announced from time to time by Deutsche Bank AG, New York Branch, as its Prime Rate in effect at its office in New York City;

“SCOR VIE Facility Agreement” means the Stand-by Letter of Credit Facility entered into between SCOR VIE and the Bank as of the date hereof;

“US dollars” or “US$” means the lawful currency for the time being of the United States of America;

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STAND-BY LETTER OF CREDIT FACILITY

2.1

Amount of Facility. The Bank shall make available to Client a SBLC Facility for an aggregate amount equal to the Commitment.

2.2

Stand-by Letters of Credit. Subject to the terms and conditions set forth herein, Client may request the issuance or the amendment of existing Stand-by Letters of Credit for its own account at any time and from time to time during the Commitment Period.

2.3

Duration of Stand-by Letters of Credit. In case of issue, the maximum duration of each Stand-by Letter of Credit will be up to twelve (12) months, provided that all of the Stand-by

Letters of Credit shall expire at the Final Maturity Date at the latest. Each Stand-by Letter of Credit shall automatically be extended for a new period of twelve (12) months maximum if it has not been cancelled thirty (30) days prior to maturity, provided that the SBLC Facility is extended for a new period.

2.4

Term of Facility. The Parties agree to negotiate bona fide the extension of the Facility for a further period of twelve (12) months, three (3) months prior to the Final Maturity Date, i.e. on September 30 ^th of each calendar year at the latest.

2.5

Voluntary cancellation. Client may, by giving not less than ten (10) Business Days’ prior notice to the Bank, before the end of a quarter as defined in Section 6.1, and without incurring any cost, cancel the unutilised amount of the SBLC Facility in whole or in part. Each cancellation shall be definitive.

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NOTICE OF ISSUANCE, AMENDMENT

3.1

To request the issuance of a Stand-by Letter of Credit or the amendment of an outstanding Stand-by Letter of Credit, Client shall deliver to the Bank an Application in the Bank’s standard form as shown in Schedule 1.

3.2

A Stand-by Letter of Credit shall be issued, amended, renewed or extended only if, after giving effect to such issuance, amendment, renewal or extension, the total Stand-by Letter of Credit exposure, i.e. the sum of the aggregate undrawn amount of all outstanding Stand-by Letters of Credit at such time plus the aggregate amount of all Stand-by Letter of Credit disbursements that have not yet been reimbursed by Client, does not exceed the Commitment.

3.3

All Stand-by Letters of Credit will be issued or amended by the Issuing Bank which is a bank on the US National Association of Insurance Commissioners (NAIC) list and guaranteed by the Bank upon receipt of the instructions from the Bank.

3.4

If the conditions set out in this Agreement have been met, the Bank will give instructions to the Issuing Bank to issue the Stand-by Letter of Credit as per New York Compromise Wording as shown in Schedule 3. The Issuing Bank wil