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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:

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CHF thousands

2011

2012

Fees and allowances in cash

7 047

7 429

Fees in blocked shares

4 678

4 862

Total

11 725

12 291

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

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CHF thousands

2011

2012

Fees and allowances in cash

2 892

3 092

Total cash

2 892

3 092

Fees in blocked shares

1 912

2 045

Total

4 804

5 137

Mathis Cabiallavetta

Vice Chairman1

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CHF thousands

2011

2012

1

Chairman of the Finance and Risk Committee since 13 April 2012, Chairman of the Investment Committee

Fees and allowances in cash

1 434

1 533

Total cash

1 434

1 533

Fees in blocked shares

956

1 023

Total

2 390

2 556

Renato Fassbind

Vice Chairman1, 2

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CHF thousands

2011

2012

1

since 13 April 2012

2

received additional fees in cash for his duties on the board of the Luxembourg Group companies of CHF 130 000 for 2011 and for Q1 2012 (pro-rata); as of 13 April 2012 no such additional fees were paid.

Fees and allowances in cash

150

277

Total cash

150

277

Fees in blocked shares

100

184

Total

250

461

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:

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CHF thousands

Total 2011

Fees and allowances in cash

Fees in shares

Total 2012

1

Chairman of the Finance and Risk Committe until 13 April 2012

2

Elected to Swiss Re’s Board of Directors at the Annual General Meeting of 13 April 2012

3

Received additional fees in cash for his duties on the board of US Group companies of USD 115 000 for 2011; for 2012 this has been included above

4

Term of office expired as of 13 April 2012 and did not stand for re-election due to retirement.

Jakob Baer, Chairman of the Audit Committee

800

484

323

807

Raymund Breu, Member

375

216

144

360

Raymond K.F. Ch’ien, Member

375

216

144

360

John R. Coomber, Chairman of the Finance and Risk Committee1

706

299

196

495

Rajna Gibson Brandon, Member

350

201

134

335

C. Robert Henrikson, Chairman of the Compensation Committee2

-

183

123

306

Malcolm D. Knight, Member

275

199

133

332

Hans Ulrich Maerki, Member

325

197

131

328

Carlos E. Represas, Member3

275

274

111

385

Jean-Pierre Roth, Member

300

171

113

284

Robert A. Scott, former Chairman of the Compensation Committee4

500

87

58

145

Total

4 281

2 527

1 610

4 137

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:

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2012

1

until 13 April 2012

Walter B. Kielholz, Chairman

290 230

Mathis Cabiallavetta, Vice Chairman

54 546

Renato Fassbind, Vice Chairman

5 073

Jakob Baer, Chairman of the Audit Committee

40 568

Raymund Breu, Member

34 310

Raymond K.F. Ch’ien, Member

13 240

John R. Coomber, Chairman of the Finance and Risk Committee1

138 134

Rajna Gibson Brandon, Member

24 368

C. Robert Henrikson, Chairman of the Compensation Committee

2 144

Malcolm D. Knight, Member

5 857

Hans Ulrich Maerki, Member

23 915

Carlos E. Represas, Member

7 479

Jean-Pierre Roth, Member

5 341

Total

645 205

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:

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2012

Walter B. Kielholz, Chairman

55 971

Mathis Cabiallavetta, Vice Chairman

27 986

Total

83 957

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:

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2012

1

until 13 April 2012

Weighted average strike price in CHF

86.26

Walter B. Kielholz, Chairman

40 000

John R. Coomber, Chairman of the Finance and Risk Committee1

210 000

Total

250 000

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

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CHF thousands

2012

Walter B. Kielholz, Chairman

2 000

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.