Compensation for members of the Board of Directors

Aggregate compensation for the members of the Board of Directors

The aggregate compensation for members of the Board of Directors was:

Compensation for the Chairman and Vice Chairmen

Please also refer to chapter Compensation framework for the Board of Directors for further details on roles and responsibilities.

Walter B. Kielholz

Chairman

Mathis Cabiallavetta

Vice Chairman¹

Renato Fassbind

Vice Chairman^{1, 2}

Compensation for the remaining members of the Board of Directors

The individual compensation for the remaining members of the Board of Directors for 2012 was:

Shares held by members of the Board of Directors

The number of shares held by members of the Board of Directors as of 31 December were:

Performance shares held by members of the Board of Directors

The number of performance shares held by members of the Board of Directors as of 31 December were:

In 2009 and 2010, the Chairman and the then Vice Chairman received half of their respective total fees in the form of a three-year performance share plan. The final number of shares to vest after the three years could vary between 0% and 150% of the original award, depending on Swiss Re’s relative total shareholder return (TSR) ranking against a peer group over the performance period. For a vesting at 150% of the original award, performance on this measure had to be at or above the 75th percentile. The peer group companies comprises Ace LTD, Allianz SE, The Allstate Corporation, Aviva PLC, AXA SA, Credit Suisse Group AG, Assicurazioni Generali S.p.A, Hannnover Rückversicherung AG, ING Groep NV, MetLife Inc, Muenchener Rueckversicherungs-Gesellschaft AG, Prudential Financial Inc, UBS AG and Zurich Insurance Group AG. Awards under this plan were only made in 2009 and 2010.

In March 2012, the 2009 award vested, and based on a third-party assessment of achievement against the performance targets set, Swiss Re achieved a ranking of 2nd out of 15 participants as well as a relative TSR of 219.92%. Given this performance, the vesting percentage was determined at the maxmium 150%. For the Chairman, Swiss Re has subsequently donated the 50% “outperformance” to charitable causes on the Chairman’s behalf. Therefore the Chairman has not received any additional shares as a result of the “outperformance” of the plan. To the Vice Chairman 20 834 such shares were delivered.

Vested options held by members of the Board of Directors

Swiss Re does not grant employee stock options to members of the Board of Directors. The stock options shown in the table below were awarded at a period when the recipients were still members of Swiss Re’s executive management. The vested options held by members of the Board of Directors as of 31 December were:

As of 31 December 2012, the range of expiry for vested options held by members of the Board of Directors was 2013–2015, and the weighted average exercise price is CHF 86.26.

Loans to members of the Board of Directors

The mortgage is secured against real estate and its terms and conditions are the same as those available to all Swiss Re employees in Switzerland. It carries a fixed rate and has a maturity of five years. The interest rate corresponds to the five-year Swiss franc swap rate plus a margin of 10 basis points at the time of fixing.