Indemnification Agreement between Primus Guaranty, Ltd. and XL Capital Ltd. regarding NYSE Listing

Summary

Primus Guaranty, Ltd. agrees to protect XL Capital Ltd. and its affiliates from any losses, claims, or liabilities that may arise from Primus's application to list its common shares on the New York Stock Exchange. This includes covering legal expenses related to such claims, except for those covered by a separate underwriting agreement or based on information XL provides to the Exchange. The agreement ensures XL is not held responsible for issues related to Primus's listing application, unless specifically excluded.

EX-10.12 11 file002.htm INDEMNIFICATION AGREEMENT

  September 22, 2004 XL Capital Ltd XL House One Bermudiana Road Hamilton HM 11 Bermuda Re: Primus Guaranty, Ltd. - New York Stock Exchange Listing ------------------------------------------------------- Ladies and Gentlemen: Primus Guaranty, Ltd. is filing with the New York Stock Exchange an application for the initial listing of its common shares upon the completion of its initial public offering. As part of that listing application, the Exchange has requested XL Capital Ltd, as the largest beneficial owner of Primus's common shares, to deliver to it a letter confirming, among other things, XL's compliance with the Exchange's continued listing standards and the extent of its anticipated ownership of Primus's common shares after the completion of Primus's initial public offering. Primus hereby agrees to indemnify and hold harmless XL, its directors, officers and employees (in their capacities as such), and each person, if any, who controls XL within the meaning of the Securities Act of 1933 and each affiliate of XL within the meaning of Rule 405 under such Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including from and against any legal and any other expenses reasonably incurred in connection with investigating or defending such loss, claim, damage, liability or action), to which XL, or any such director, officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, Primus's application for listing of its common shares on the Exchange including, without limitation, the aforesaid letter which XL has agreed to deliver to the Exchange; provided, however, that the foregoing indemnity does not cover any loss, claim, damage, liability or action (i) which is governed by Section 10 of the form of Underwriting Agreement to be executed by Primus, certain shareholders of Primus (including XL) and the Underwriters for which Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC, UBS Securities LLC, William Blair & Company, L.L.C. and Keefe, Bruyette & Woods, Inc. are acting as Representatives; or (ii) which arises out of, or is based upon, any information or representations about XL which XL provides to the Exchange in the aforementioned letter.  If the foregoing sets forth our agreement on the matters set forth herein, please indicate by signing in the space provided below. Very truly yours, PRIMUS GUARANTY, LTD. By: /s/ Zachary Snow ------------------------------ Name: Zachary Snow Title: General Counsel ACCEPTED AND AGREED: XL CAPITAL LTD /s/ Paul S. Giordano - -------------------------- Name: Paul S. Giordano Title: Executive Vice President and General Counsel