Obligation Münchener Rück 6% ( XS0608392550 ) en EUR

Münchener Rück

100 % ▼

Allemagne

XS0608392550 ( en EUR )

6% par an ( paiement annuel )

26/05/2041

Prospectus brochure de l'obligation Munich Reinsurance Company (Munich Re) XS0608392550 en EUR 6%, échéance 26/05/2041

100 000 EUR

1 000 000 000 EUR

26/11/2025 ( Dans 54 jours )

Munich Re est une société de réassurance mondiale basée en Allemagne, offrant une large gamme de produits et services de réassurance et d'assurance aux entreprises et aux particuliers, ainsi que des solutions de gestion des risques.

L'Obligation émise par Münchener Rück ( Allemagne ) , en EUR, avec le code ISIN XS0608392550, paye un coupon de 6% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/05/2041

30 March 2011

Münchener Rückversicherungs-Gesellschaft Aktienge-
sellschaft in München
a stock corporation under the laws of Germany
EUR 1,000,000,000
6 per cent. 2011/2041 Subordinated Fixed to Floating Rate Bonds
Issue price: 99.064 per cent.
ISIN: XS0608392550

The 6 per cent. Subordinated Fixed to Floating Rate Bonds due 2041 (the Bonds) of Münchener Rückversicherungs-
Gesellschaft Aktiengesellschaft in München (the Issuer, and together with its consolidated subsidiaries, the Munich
Re Group) will bear interest from and including 5 April 2011 to, but excluding, 26 May 2041. From and including 5
April 2011 to, but excluding, 26 May 2021 the Bonds will bear interest at a rate of 6 per cent. per annum payable
annually in arrears on 26 May of each year commencing on 26 May 2012. Unless previously redeemed in accordance
with § 5 of the Conditions of Issue, from and including 26 May 2021 interest on the Bonds will be payable, at a rate
equal to EURIBOR for three-month Euro deposits plus 2.50 per cent. p.a. and a step-up of 100 basis points, quarterly
in arrears on 26 May, 26 August, 26 November and 26 February of each year. Under certain circumstances described
in § 4(4) and (5) of the Conditions of Issue, interest payments on the Bonds may be deferred.
The Bonds will be governed by the laws of the Federal Republic of Germany (Germany).
See "Risk Factors" for a discussion of certain factors that should be considered by prospective investors.
This prospectus (the Prospectus) constitutes a prospectus for the purpose of Article 5.3 of Directive 2003/71/EC (the
Prospectus Directive) and has been approved on 30 March 2011 by the Commission de Surveillance du Secteur Fin-
ancier (the CSSF) of the Grand-Duchy of Luxembourg in its capacity as competent authority under the Luxembourg
Act dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilierès) (the Pros-
pectus Law) which implements the Prospectus Directive into Luxembourg law. This Prospectus will be published in
electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock Ex-
change (www.bourse.lu).
Application has been made to list the Bonds on the official list of the Luxembourg Stock Exchange and to admit the
Bonds to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the
purposes of Directive 2004/39/EC on Markets in Financial Instruments. The Bonds will initially be represented by a
temporary global Note without interest coupons which will be deposited with a common depositary for Clearstream
Banking, société anonyme and Euroclear Bank SA/NV (together, the Clearing System) on 5 April 2011 and which
will be exchangeable for a permanent global Note without interest coupons not earlier than 40 days following 5 April
2011, on presentation of a certificate of non U.S. beneficial ownership. No definitive notes or interest coupons will be
issued.

Joint Lead Managers and Joint Bookrunners

Citi
Commerzbank
Goldman Sachs International
(Sole Structuring Advisor)

Co-Managers

BNP PARIBAS
HSBC
Morgan Stanley

The Issuer accepts responsibility for the information contained in this Prospectus. The Issuer declares that, having
taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of
its knowledge, in accordance with the facts and contains no omission likely to affect its import.
No representation or warranty is made or implied by the Joint Lead Managers or the Co-Managers (the Joint Lead
Managers and the Co-Managers together the Managers) or any of their respective affiliates, and neither the Managers
nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accu-
racy or completeness of the information contained in this Prospectus.
This Prospectus should be read and construed together with any supplement(s) thereto and with any documents incor-
porated by reference.
No person is authorised to give any information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not be relied upon as having been autho-
rised by or on behalf of the Issuer or the Managers. Neither the delivery of this Prospectus nor any sale made hereund-
er shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or
any of its affiliates since the date of this Prospectus or that the information herein is correct at any time since its date.
Each investor contemplating purchasing any Bonds should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer or any of its affiliates. This Prospec-
tus does not constitute an offer of Bonds or an invitation by or on behalf of the Issuer or the Managers to purchase any
Bonds. Neither this Prospectus nor any other information supplied in connection with the Bonds should be considered
as a recommendation by the Issuer or the Managers to a recipient hereof and thereof that such recipient should pur-
chase any Bonds.
This Prospectus does not constitute, and may not be used for purposes of, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such
offer or solicitation.
The offer, sale and delivery of the Bonds and the distribution of this Prospectus in certain jurisdictions is restricted by
law. Persons into whose possession this Prospectus comes are required by the Issuer and the Managers to inform
themselves about and to observe any such restrictions. For a description of certain specific restrictions on the offer,
sale and delivery of the Bonds and on the distribution of this Prospectus and the offering material relating to the
Bonds, see "Part F: Subscription and Sale".
Certain of the statements contained in this Prospectus may be statements of future expectations and other forward-
looking statements that are based on the Issuer's current views and assumptions and involve known and unknown risks
and uncertainties that could cause actual results, performance or events to differ materially from those expressed or
implied in such statements. In addition to statements which are forward-looking by reason of context, the words "may,
will, should, expects, plans, intends, anticipates, believes, estimates, predicts, potential or continue" and similar ex-
pressions identify forward-looking statements. Actual results, performance or events may differ materially from those
in such statements due to, without limitation, (i) general economic conditions, including in particular economic condi-
tions in the core business and core market of the Munich Re Group (as defined herein), (ii) performance of financial
markets, including emerging markets, (iii) the frequency and severity of insured loss events, (iv) mortality and mor-
bidity levels and trends, (v) persistency levels, (vi) interest rate levels, (vii) currency exchange rates, (viii) changing
levels of competition, (ix) changes in laws and regulations, including monetary convergence and European Monetary
Union, (x) changes in the policies of central banks and/or foreign governments, (xi) the impact of acquisitions includ-
ing related integration issues, and (xii) general competitive factors, in each case on a local, regional, national and/or
global basis. The Issuer assumes no obligation to update any forward looking statements contained herein.
The Bonds have not been, nor will be, registered under the United States Securities Act of 1933, as amended (the
Securities Act), and the Bonds may include Bonds in bearer form that are subject to U.S. tax law requirements. Ac-
cordingly, the Bonds are being offered and sold only outside the United States of America (as such term is defined in
Regulation S under the Securities Act (Regulation S)) to non-U.S. persons in reliance on Regulation S. For further
details, see "Part F: Subscription and Sale".
The Bonds will form part of the Issuer's capital resources and, as such, it is the Issuer's intention to redeem the Bonds
only to the extent that the Issuer or any of its subsidiaries have, in the period of six months preceding such redemp-
tion, raised funds in an amount at least equal to the aggregate principal amount of the Bonds by the external issuance
and sale of any ordinary shares or any securities that have equal or greater equity characteristics relative to the Bonds.

IN CONNECTION WITH THE ISSUE OF THE BONDS, GOLDMAN SACHS (THE STABILISING MAN-
AGER) (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOT
BONDS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEV-
ER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS ACTING ON
BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THIS PROSPECTUS IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME,
BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
BONDS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE BONDS. ANY STABILISA-
TION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER
(OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND RULES.
The legally binding language of this Prospectus is the English language, except for the Conditions of Issue of the
Bonds where the legally binding language is the German language. In this Prospectus, all references to "", "EUR" or
"euro" are to the currency introduced at the start of the third stage of European economic and monetary union and as
defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as
amended.

Table of Contents

Page
Part A: Summary of Conditions of Issue, Risk Factors and Description of Issuer ...................................... 4
Summary of Conditions of Issue, Risk Factors and Description of Issuer ................................................... 4
1. Summary of the Conditions of Issue ............................................................................................ 4
2. Summary of the Description of Risk Factors .............................................................................. 12
3. Summary of the Description of the Issuer .................................................................................. 14
Part B: Risk Factors ................................................................................................................................... 16
1. Risk Factors Relating to the Bonds ............................................................................................ 16
2. Risk Factors Relating to the Issuer and the Munich Re Group ................................................... 19
Part C: Conditions of Issue of the Bonds and Use of Proceeds .................................................................. 29
1. Conditions of Issue of the Bonds ................................................................................................ 29
2. Use of Proceeds .......................................................................................................................... 64
Part D: Description of the Issuer ................................................................................................................ 65
Statutory Auditors .................................................................................................................................. 65
Information About the Issuer .................................................................................................................. 65
General Meeting, Supervisory Board, Managing Board and Related Party Transactions ...................... 72
Material Contracts .................................................................................................................................. 74
Legal and Arbitration Proceedings ......................................................................................................... 74
Trend Information .................................................................................................................................. 75
Significant change in the financial or trading position ........................................................................... 75
Recent Developments and Outlook ........................................................................................................ 75
Selected Consolidated Financial Information ......................................................................................... 76
Part E: Taxation .......................................................................................................................................... 81
Part F: Subscription and Sale ..................................................................................................................... 85
Part G: General Information ....................................................................................................................... 88

PART A: SUMMARY OF CONDITIONS OF ISSUE, RISK FACTORS AND DESCRIPTION OF ISSUER
This summary must be read as an introduction to this Prospectus and any decision to invest in the Bonds should be
based on a consideration of the Prospectus as a whole, including the documents incorporated by reference. Following
the implementation of the relevant provisions of the Prospectus Directive (Directive 2003/71/EC) in each Member State
of the European Economic Area no civil liability will attach to the Responsible Persons in any such Member State sole-
ly on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent
when read together with the other parts of this Prospectus, including any information incorporated by reference. Where
a claim relating to the information contained in this Prospectus is brought before a court in a Member State of the
European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is
brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated.
1.
SUMMARY OF THE CONDITIONS OF ISSUE
Issuer
Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München
Aggregate Principal
EUR 1,000,000,000
Amount
Managers
Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft and Gold-
man Sachs International as Joint Lead Managers and Joint Bookrunners and BNP
Paribas, HSBC Bank plc and Morgan Stanley Bank AG as Co-Managers
Issue Price
99.064 per cent. of the Principal Amount (as defined below) of the Bonds
Issue Date
5 April 2011
Denomination
The Bonds will be issued with a principal amount of EUR 100,000 each (the
Principal Amount).
Form of Bonds
The Bonds are in bearer form and will initially be represented by a temporary
global bond without interest coupons which will be exchanged for a permanent
global bond without interest coupons not earlier than 40 and not later than 180
calendar days after the issue of the respective temporary global bond upon deli-
very of certifications as to non U.S. beneficial ownership of the Bonds. Payment
of interest on Bonds represented by a temporary global bond shall be made only
after delivery of such certifications. A separate certification shall be required in
respect of each such payment of interest. No definitive bonds or interest coupons
will be issued.
Status of the Bonds
The Bonds constitute direct, unsecured and subordinated obligations of the Issuer
which rank subordinated to all unsubordinated obligations and to all subordinated
obligations within the meaning of section 39 paragraph 1 of the German Insol-
vency Code (Insolvenzordnung) and at least pari passu amongst themselves and
with all present unsecured obligations of the Issuer which rank subordinated to all
unsubordinated obligations and to all subordinated obligations within the meaning
of section 39 paragraph 1 of the German Insolvency Code, except for any subor-
dinated obligations required to be preferred by mandatory provisions of law. In
the event of the liquidation, dissolution or insolvency of the Issuer or any pro-
ceeding for the avoidance of insolvency of the Issuer, the obligations of the Issuer
under the Bonds shall be subordinated to the claims of all holders of unsubordi-
nated obligations and subordinated obligations within the meaning of section 39
paragraph 1 of the German Insolvency Code so that in any such event payments
in respect of the Bonds will not be made until all claims against the Issuer under
obligations which rank senior to obligations of the Issuer under the Bonds in
accordance with the Conditions of Issue or by operation of law have been satis-
fied in full.
Prohibition of Set-Off
No holder of the Bond may set off any claims arising under the Bonds against any
claims that the Issuer may have against the Bondholder. The Issuer may not set
off any claims it may have against any Bondholder against any of its obligations
4

PART A : Summary of Conditions of Issue, Risk Factors and Description of Issuer

under the Bonds.
Interest
From (and including) 5 April 2011 until (but excluding) 26 May 2021, the Bonds
will bear fixed interest at a rate of 6 per cent. per annum, payable annually in
arrears on 26 May of each year (each a Fixed Interest Payment Date). Thereafter,
the Bonds will bear interest at the rate of 2.50 per cent. per annum over the Euro
Interbank offered rate for three-month deposits in Euro (EURIBOR) plus a step-
up of 100 basis points, payable quarterly in arrears on 26 May, 26 August, 26
November and 26 February of each year (each a Floating Interest Payment Date,
and together with any Fixed Interest Payment Date, an Interest Payment Date),
up to, but excluding, the Final Maturity Date (as defined below).
Optional Deferral of Inter-
Interest accrued during a period ending on (but excluding) an Optional Interest
est Payments
Payment Date shall be due and payable on that Optional Interest Payment Date
unless the Issuer elects to defer the interest. Interest thus not due and payable
shall constitute Optional Deferred Interest.

Optional Interest Payment Date means any Interest Payment Date in respect of
which the following criteria are met and no Solvency Event (as defined below)
has occurred or is continuing:

(i)
no dividend, other distribution or payment (including payments for the
purposes of a repurchase of own shares provided that payments which
have been made in connection with Share Participation Activities shall be
excluded) was validly resolved on, paid or made in respect of any class of
shares of the Issuer within the last six (6) months immediately preceding
such Interest Payment Date (except such dividend, other distribution or
payment is made between Group Entities); and

(ii)
no interest, other distribution or payment (including payments for the
purpose of a redemption or repurchase) has been validly resolved on,
paid or made in respect of any Parity Securities or Junior Securities (ex-
cept where such payment has itself been triggered by the previous pay-
ment of interest, dividends or other distributions, as the case may be, on
Parity Securities, Junior Securities or by the redemption or repurchase of
any Parity Securities, Junior Securities) within the last six (6) months
immediately preceding such Interest Payment Date (except such interest,
other distribution or payment is made between Group Entities).

Where:

Group Entity means any of the Issuer's affiliated entities within the meaning of
Section 15 of the German Stock Corporation Act (Aktiengesetz).

Share Participation Activities means any purchase, repurchase, issue, hedging,
agreement or similar activities by the Issuer or a Group Entity relating to or in
connection with any employee share participation or management (including
management or supervisory board members) share participation programme of
whatsoever nature of the Issuer or any Group Entity (including, but not limited to
stock appreciation rights).
Mandatory Deferral of In-
If on any Interest Payment Date a Solvency Event has occurred or would occur
terest Payments
the payment of the Interest Amount otherwise falling due on such date shall be
deferred, provided that in the case where the payment of such Interest Amount
would itself cause a Solvency Event to occur, the Issuer shall only be obliged to
defer the payment of the Solvency Shortfall.

Interest so deferred shall constitute Mandatory Deferred Interest (together with
any Optional Deferred Interest, Deferred Interest).
5

PART A : Summary of Conditions of Issue, Risk Factors and Description of Issuer

A Solvency Event shall have occurred if on a certain date

(i)
prior to the implementation of the Solvency II Directive by means of the
Applicable Supervisory Provisions, the Issuer or Munich Re Group do
not have appropriate funds to cover the minimum solvency margin re-
quired by the Competent Supervisory Authority or comparable margins
and ratios or a comparable term in case of a change in the Applicable Su-
pervisory Provisions or such funds would, as a result of any payments
under the Bonds that would otherwise be due on such date become less
than the required minimum solvency margin or comparable margin or ra-
tio,

(ii)
upon the implementation of the Solvency II Directive by means of the
Applicable Supervisory Provisions and provided that the then Applicable
Supervisory Conditions require a deferral of payments under the Bonds
for the following cases: the regulatory capital (howsoever described in
the course of the implementation of the Solvency II Directive) of the Is-
suer or the Munich Re Group is not sufficient to comply with the relevant
requirements under the Applicable Supervisory Provisions (howsoever
described in the course of the implementation of the Solvency II Direc-
tive) or the relevant requirements would, as a result of any payments un-
der the Bonds that would otherwise be due on such date, not be complied
with, unless the following conditions are complied with (if such condi-
tions will be required at the time under the Applicable Supervisory Provi-
sions),

(a)
the Competent Supervisory Authority has agreed to interest
payments under the Bonds, these payments do not further wea-
ken the solvency position of the Issuer and the minimum capital
requirement (howsoever described in the course of the imple-
mentation of the Solvency II Directive) is complied with even
after such payments, or

(b)
the Competent Supervisory Authority has agreed to payments in
relation to any redemption or repurchase of the Bonds and pro-
vided that the amount paid has been replaced by other capital of
status at least equal to the capital classification afforded to the
Bonds at the time of redemption pursuant to the then Applicable
Supervisory Provisions and the minimum capital requirement
(howsoever described in the course of the implementation of the
Solvency II Directive) is complied with even after such pay-
ments and,

(iii)
an order by the Competent Supervisory Authority is prohibiting the Issu-
er from making interest payments, other distributions or redemption
payments,

(iv)
the Issuer is unable to pay its debts owed to its Senior Creditors as they
fall due and as a result thereof the Issuer enters into impending insolven-
cy or into insolvency, or

(v)
the Liabilities (other than liabilities to persons who are not Senior Credi-
tors) of the Issuer exceed its Assets.

Where:

Applicable Supervisory Provisions means the provisions of German insurance
regulatory law (for group solvency or single solvency purposes for reinsurance
undertakings or the solvency pursuant to the regulation for financial conglome-
rates) including the generally recognised administrative practice of the Competent
Supervisory Authority as well as any directly applicable provisions of the Euro-
6

PART A : Summary of Conditions of Issue, Risk Factors and Description of Issuer

pean Community law which will be enacted for the implementation of the Sol-
vency II Directive.

Assets means the unconsolidated total assets of the Issuer, as shown in the latest
published annual audited balance sheet of the Issuer.

Competent Supervisory Authority means the German Federal Financial Supervi-
sory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) or each authori-
ty that will be the functional successor of the Federal Financial Services Supervi-
sory Authority.

Liabilities means the unconsolidated total liabilities of the Issuer, as shown in the
latest published annual audited balance sheet of the Issuer.

Junior Security means (i) any security issued by the Issuer which ranks junior to
the Bonds and (ii) any security guaranteed by the Issuer where the Issuer's obliga-
tions under the relevant guarantee are subordinated to the Issuer's obligations
under the Bonds (however, in each case, exclusive of securities issued to Group
Entities).

Parity Security means (i) any security issued by the Issuer which ranks at least
pari passu with the Bonds, and (ii) any security guaranteed by the Issuer where
the Issuer's obligations under the relevant guarantee rank at least pari passu with
the Issuer's obligations under the Bond (however, in each case, exclusive of secur-
ities issued to Group Entities).

Senior Creditors means creditors of the Issuer (including creditors of Senior
Securities) whose claims do not rank pari passu with, or junior to the claims of
the Bondholders.

Solvency Shortfall means the portion of the Interest Amount that would cause a
Solvency Event to occur or to be continuing.
Payment of Deferred Inter-
Deferred Interest shall become due and payable (in whole and not in part) on the
est
first to occur of the following dates, provided that (A) neither a Solvency Event
has occurred or is continuing and (B) the Competent Supervisory Authority has
given its prior consent (if such consent is required at the time under the Applica-
ble Supervisory Provisions) on or prior to the date so determined to the payment
of the Deferred Interest:

(i)
the calendar day which is the due date for redemption of the Bonds;
(ii)
the calendar day on which an order is made for the winding-up, dissolu-
tion or liquidation of the Issuer (other than for the purposes of or pur-
suant to an amalgamation, reorganisation or restructuring while solvent,
where the continuing entity assumes substantially all of the assets and
obligations of the Issuer); or

(iii)
the next Compulsory Interest Payment Date.

Where:

Compulsory Interest Payment Date means any Interest Payment Date which is
not an Optional Interest Payment Date and on which no Solvency Event has oc-
curred or is continuing.

Furthermore, the Issuer is entitled to pay Deferred Interest (in whole or in part) at
any time on giving 10 Business Days' notice to the Bondholders in accordance
with § 11 which notice will specify the amount of Deferred Interest to be paid and
the date fixed for such payment (the "Optional Deferred Interest Payment
Date") provided that (i) no Solvency Event has previously occurred and is con-
tinuing, and (ii) the Competent Supervisory Authority has given its prior approval
7

PART A : Summary of Conditions of Issue, Risk Factors and Description of Issuer

to the payment of the Deferred Interest (if such consent required at the time under
the Applicable Supervisory Provisions). Upon such notice being given, the
amount of Deferred Interest specified therein will become due and payable
(fällig), and the Issuer will be obliged to pay such amount of Deferred Interest on
the specified Optional Deferred Interest Payment Date; provided that no Solvency
Event has occurred or would occur due to the payment of the Deferred Interest on
or prior to the Optional Deferred Interest Payment Date and is continuing on the
Optional Deferred Interest Payment Date.
Scheduled Maturity Date
The Floating Interest Rate Payment Date falling on or nearest to 26 May 2041
Final Maturity Date
a)
If on or prior to the Scheduled Maturity Date none of the circumstances
described in paragraph (b) has occurred, the Scheduled Maturity Date; or

b)
if on or prior to the Scheduled Maturity Date a Solvency Event has oc-
curred and is continuing, the Floating Interest Payment Date which is
immediately following the day on which the Solvency Event has lapsed
and the Competent Supervisory Authority has given its consent to the
redemption of the Bonds (if such consent is required at the time under
the Applicable Supervisory Provisions).
Taxation and Gross-up
All amounts payable (whether in respect of principal, interest or otherwise) in
respect of the Bonds by the Issuer will be made free and clear of and without
withholding or deduction for or on account of any present or future taxes or other
duties of whatever nature imposed or levied by or on behalf of the jurisdiction of
incorporation of the Issuer or any political subdivision thereof or any authority or
agency therein or thereof having power to tax, unless the deduction or withhold-
ing of such taxes or other duties is required by interpretation or application of
law. In that event, the Issuer shall pay such additional amounts as may be neces-
sary in order that the net amounts receivable by the Bondholder after such deduc-
tion or withholding shall equal the respective amounts which would have been
received by such Bondholder in the absence of such deduction or withholding,
subject to customary exceptions as set out more fully in the Conditions of Issue.
Redemption at the Option of If prior to 26 May 2021 either a Gross-up Event, a Tax Event, an Accounting
the Issuer prior to 26 May Event, a Capital Event or a Regulatory Event occurs, the Issuer may, subject to
2021
certain limitations, call and redeem the Bonds (in whole but not in part) at their
Redemption Amount at any time on the giving of not less than 30 and not more
than 60 calendar days' irrevocable notice.

Where:

Gross-up Event means the Issuer has or will become obliged to pay additional
amounts as a result of any change in, or amendment to, the laws (or any rules or
regulations thereunder) of the Federal Republic of Germany or any political sub-
division or any authority of the Federal Republic of Germany, or any change in
or amendment to any official interpretation or application of those laws or rules
or regulations, provided that the relevant amendment or change becomes effec-
tive on or after the Issue Date and provided further that the payment obligation
cannot be avoided by taking reasonable measures.

Tax Event means an opinion of a recognized independent tax counsel has been
delivered to the Principal Paying Agent, stating that on or after the Issue Date, as
a result of:

(i)
any amendment to, or change in, the laws (or any rules or regulations
thereunder) of the Federal Republic of Germany or any political subdivi-
sion or any taxing authority thereof or therein which is enacted, promul-
gated, issued or becomes effective otherwise on or after the Issue Date;
or
8

PART A : Summary of Conditions of Issue, Risk Factors and Description of Issuer

(ii)
any amendment to, or change in, an official and binding interpretation of
any such laws, rules or regulations by any legislative body, court, go-
vernmental agency or regulatory authority (including the enactment of
any legislation and the publication of any judicial decision or regulatory
determination) which is enacted, promulgated, issued or becomes effec-
tive otherwise on or after the Issue Date; or

(iii)
any generally applicable official interpretation or pronouncement that
provides for a position with respect to such laws or regulations that dif-
fers from the previous generally accepted position which is issued or an-
nounced on or after the Issue Date,

payments by the Issuer on the Bonds are no longer, or within 90 calendar days of
the date of that opinion will no longer be, fully deductible by the Issuer for Ger-
man corporate income tax purposes, respectively; and such risk cannot be
avoided by the Issuer taking reasonable measures available to it.

Accounting Event means an opinion of a recognised international accounting
firm has been delivered to the Principal Paying Agent, stating that on or after the
Issue Date, the obligations in respect of the Bonds must not or must no longer be
recorded as liabilities on the Issuer's consolidated financial statement prepared in
accordance with Applicable Accounting Standards; and such risk cannot be
avoided by the Issuer taking reasonable measures available to it.

Capital Event means a change by a recognised international statistical rating
organisation to its equity credit criteria, or the interpretation or application the-
reof, for securities such as the Bonds, as such criteria (a) are in effect on the Issue
Date or (b) come into effect following a review process based on draft criteria
published by a recognised international statistical rating organisation not later
than 24 February 2011 (each such criterion, a "Relevant Criterion"), which
change of the Relevant Criteria results in a lower equity credit being given to the
Bonds as of the date of such changes than the equity credit that would have been
assigned to the Bonds as of the date of such changes by such recognised interna-
tional statistical rating organisation pursuant to the Relevant Criteria.

A Regulatory Event shall occur if

(i)
prior to the implementation of the Solvency II Directive

(a)
the Competent Supervisory Authority states in writing to the Issu-
er that the Bonds (in whole or in part) no longer fulfil the re-
quirements for dated subordinated debt for single solvency or
group solvency purposes or the solvency pursuant to the regula-
tions for financial conglomerates; or

(b)
the Competent Supervisory Authority issues further guidance in
relation to regulatory capital (howsoever described) at any time,
that the Issuer or Munich Re Group is required for any regulatory
capital purposes to have regulatory capital, and that the Bonds
would not be eligible to qualify for inclusion in the regulatory
capital for single solvency or group solvency purposes or the sol-
vency pursuant to the regulations for financial conglomerates at
the time (save where such non-qualification is due only to any
applicable regulatory limit on the amount of such regulatory capi-
tal); or

(c)
the Competent Supervisory Authority has recognised the Bonds
as regulatory capital qualifying instruments for single solvency or
group solvency purposes or the solvency pursuant to the regula-
tions for financial conglomerates and at a subsequent time the
Competent Supervisory Authority states in writing to the Issuer
9