Appointment of Gard Services AS as manager for Assuranceforeningen Gard -gjensidig-

Circular No. 4/2000 June 2000

TO THE MEMBERS

Dear Sirs,

Appointment of Gard Services AS as manager for Assuranceforeningen Gard -gjensidig-

Introduction

We refer to earlier circulars (in particular Circulars Nos. 14/99 and 1/00) informing the Membership of Assuranceforeningen Gard (the "Club") about the negotiations with If Skadeförsäkring AB (publ) ("If") with a view to establishing a management company owned jointly by the Club and If for the purpose of managing the daily business of the Club and the marine and energy insurance activities of If.

Decision of the Club's General Meeting

At the meeting held in London on 7 March 2000 your Committee reviewed the draft agreements and the financial terms of the joint venture as recommended by the Executive Committee. The draft agreements and financial terms presented were the result of the negotiations with If on the basis of the mandate given by the Committee in October last year. The Committee resolved unanimously to recommend to the Membership of the Club that the joint venture with If should proceed and that an Extraordinary General Meeting should be called for final determination. The Extraordinary General Meeting was held on 31 March 2000 in Arendal and the meeting resolved unanimously to endorse the Committee?s recommendation. As a result, the Executive Committee was authorised to enter into the necessary agreements with If. More than 50 per cent of the tonnage entered on a mutual basis was present or represented at the Extraordinary General Meeting.

Gard Services AS

On 14 June 2000 the new management company owned jointly by the Club and If on a 60/40 basis was established. The name of the new company is Gard Services AS. As a part of the transaction, all personnel (with some few exceptions) were transferred from the Club to Gard Services AS.

The head office of the new company will be in Arendal. In addition there will be branch offices in Oslo focusing primarily on the energy business and in Bergen focusing on the marine business of If. The branch offices in Oslo and Bergen consist of personnel transferred from the marine and energy division of If. The Club's subsidiaries in Gothenburg, Hong Kong and London have been transferred to Gard Services AS and become subsidiaries of the new company.

The Club's office in Tokyo will for regulatory reasons remain a branch of the Club.

The Managing Director of the Club, Mr John G. Bernander, has been appointed as the Chief Executive Officer of Gard Services AS. He will also continue as the Managing Director of the Club.

Appointment of Gard Services AS as manager for the Club

Pursuant to an Insurance Services Agreement dated 14 June 2000, entered into between the Club and Gard Services AS, the latter has been authorised to act as an agent of the Club and to administer its day to day business in relation to all key business areas such as claims handling; underwriting and reinsurance; product development; and accounting and reporting. The only business area which is not delegated to Gard Service AS is the management of the Club?s funds which still will, as hitherto, be carried out by independent portfolio managers employed and supervised by the Club.

Although the responsibility for the day to day management of key operating areas is delegated to Gard Services AS, the authority and influence of the Club?s governing corporate bodies such as the Committee and the Executive Committee consisting of shipowners (or representatives of shipowners) being Members of the Club, remain unfettered. In addition to the Club?s governing corporate bodies, the Club will still have a Managing Director and a core staff to support him.

Detailed reporting procedures have been established in order to ensure that the Club?s Managing Director and the committees receive sufficient information to monitor and supervise the business activities of the Club and to intervene on a general basis or in any particular case, if necessary.

Implementation of the new management structure

The new management structure will be implemented with effect from 1 July 2000. From that date Members are kindly asked to direct all correspondence on P&I and Defence matters destined for Arendal to Gard Services AS. No changes have been made with regard to the individual Member?s contact persons within the organisation transferred from the Club to Gard Services AS. Correspondence with the subsidiaries in Gothenburg, Hong Kong and London should be directed to these companies, but their new names should be used.

All details about the new names and addresses are set out in Appendix I.

Further details about Gard Services AS can be found in "Gard Services - An introduction" a brochure which is being sent out to all Members and business associates. The same information can also be found on our web site: www.gard.no

Yours faithfully, ASSURANCEFORENINGEN GARD -gjensidig-

John G. Bernander Managing Director

APPENDIX I

NEW NAMES AND ADDRESSES

Gard Services AS Kittelsbuktveien 31 Servicebox 600 4809 Arendal Norway Tel +47 37 01 91 00 Fax +47 37 02 48 10 E-mail: companymail@gard.no

Gard Services AS Krokatjønnveien 15 5147 Fyllingsdalen Norway Tel +47 55 17 40 00 Fax +47 55 17 40 01 E-mail: companymail@gard.no

Gard Services AS Støperigt. 2, Aker Brygge P.O. Box 1374 Vika 0114 OSLO Norway Tel +47 24 13 22 00 Fax +47 24 13 22 33 E-mail: companymail@gard.no

Gard Services (London) Ltd 16 Eastcheap London EC3M 1NH United Kingdom Tel +44 20 7283 5991 Fax +44 20 7623 8657 E-mail: companymail@gard.no

Gard Services (HK) Ltd 23/F Shun Ho Tower 24-30 Ice House Street Central Hong Kong Tel +852 2901 8688 Fax +852 2869 1645 E-mail: companymail@gard.no

Gard Services (Sweden) AB Lasarettsgatan 6 41119 Gothenburg Sweden Tel +46 31 60 96 90 Fax +46 31 711 3955 E-mail: companymail@gard.no

All employees can be contacted on their direct e-mail address which can be found on our web site: www.gard.no