This consent revocation statement filed on Schedule 14A (this “Consent Revocation Statement”) is furnished by the Board of Directors (the “Board”) of Transatlantic Holdings, Inc., a Delaware corporation (the “Company” or “Transatlantic”), to the holders of outstanding shares of the Company’s common stock, par value $1.00 per share (including the associated preferred stock purchase rights, the “Transatlantic Common Shares”), in connection with the Board’s opposition to the solicitation of written stockholder consents by Validus Holdings, Ltd., a Bermuda exempted company (“Validus”), TV Holdings, LLC (“TV Holdings”) and TV Merger Sub, LLC (“Merger Sub”). All references to Validus in this Consent Revocation Statement shall refer to Validus, TV Holdings and Merger Sub, unless the context otherwise requires or otherwise noted.

On July 12, 2011, Validus delivered an unsolicited proposal letter to the Board (the “Validus Merger Offer”) to acquire all outstanding Transatlantic Common Shares. Pursuant to the Validus Merger Offer, Transatlantic stockholders would receive 1.5564 Validus voting common shares, par value $0.175 per share (the “Validus Common Shares”), and $8.00 in cash pursuant to a one-time special dividend from Transatlantic immediately prior to the closing for each Transatlantic Common Share they own. On July 25, 2011, Validus commenced an unsolicited exchange offer (the “Validus Exchange Offer” and together with the Validus Merger Offer, the “Validus Transaction Proposals”) for all of the outstanding Transatlantic Common Shares. Pursuant to the Validus Exchange Offer, Transatlantic stockholders would receive 1.5564 Validus Common Shares and $8.00 per Transatlantic Common Share in cash (less applicable withholding taxes and without interest) for each outstanding Transatlantic Common Share that is validly tendered and not properly withdrawn prior to the expiration time of the Validus Exchange Offer. In addition, Validus is soliciting consents (the “Consent Solicitation”) in order to facilitate its ability to successfully consummate the Validus Merger Offer or the Validus Exchange Offer by asking you, among other things, to remove the Board and replace it with Validus’s three hand-picked nominees who we believe will facilitate the completion of the Validus Transaction Proposals. According to Validus’s Preliminary Consent Statement filed with the Securities and Exchange Commission (the “SEC”) on September 14, 2011 (the “Consent Statement”), Validus is soliciting written consents from Transatlantic stockholders to take the following actions (each a “Proposal” and collectively, the “Proposals”) without a meeting of the Transatlantic stockholders:

(1)     Amend Article III, Section 3.3 of the Amended and Restated By-laws of Transatlantic (the “By-laws”) in order to expressly provide that Transatlantic stockholders may fill any vacancies, however caused, on the Board;

(2)     Repeal any provision of the By-laws in effect at the time Proposal (2) becomes effective (other than the amendment contemplated by Proposal (1)) that was not included in the By-laws filed by Transatlantic with the SEC on July 28, 2011;

(3)     Remove, without cause, the following existing seven members of the Board (and any person or persons, other than those elected by the Consent Solicitation, elected, appointed or designated by the Board to fill any vacancy or newly created directorship on or after       , 2011 and prior to the time that any of the actions proposed to be taken by the Consent Solicitation become effective): Richard S. Press, Stephen P. Bradley, Ian H. Chippendale, John G. Foos, John L. McCarthy, Robert F. Orlich and Michael C. Sapnar; and

(4)     Elect Raymond C. Groth, Paul G. Haggis and Thomas C. Wajnert (each a “Nominee” and collectively, the “Nominees”) to the Board to serve as directors of Transatlantic until the next annual meeting of Transatlantic stockholders and until their successors are duly elected and qualified.

THE BOARD IS COMMITTED TO ACTING IN THE BEST INTERESTS OF THE COMPANY’S STOCKHOLDERS.

THE BOARD URGES YOU NOT TO SIGN ANY BLUE CONSENT CARD SENT TO YOU BY VALIDUS.

If you have previously signed and returned Validus’s BLUE consent card, you have the right to change your mind and revoke your consent. In such case, we urge you to mark the “YES, REVOKE MY CONSENT” boxes on the enclosed WHITE consent revocation card (the “Consent Revocation Card”) and to sign, date and mail the Consent Revocation Card in the postage-paid envelope provided. Regardless of the number of Transatlantic Common Shares you own, your consent revocation is important. Please act today.

If your Transatlantic Common Shares are held in “street name,” only your broker, bank or other nominee can exercise your right to consent with respect to your Transatlantic Common Shares. If your broker, bank or other nominee has previously signed and returned Validus’s BLUE consent card, please contact your broker, bank or other nominee and instruct it to submit a WHITE Consent Revocation Card on your behalf today.

This Consent Revocation Statement and the enclosed WHITE Consent Revocation Card are first being mailed to the Company’s stockholders on or about       , 2011.

In accordance with Delaware law and the By-laws, the Board set       , 2011 as the record date (the “Record Date”) for the determination of the Company’s stockholders who are entitled to execute or revoke consents relating to Validus’s Consent Solicitation. Only holders of record as of the close of business on the Record Date may execute or revoke consents with respect to Validus’s Consent Solicitation.

In accordance with the rules of the SEC, the Company is advising its stockholders of the availability on the Internet of the Company’s consent revocation materials in opposition to the Consent Solicitation. These rules allow companies to provide access to proxy and consent materials in one of two ways. Because the Company has elected to utilize the “full set delivery” option, the Company is delivering to all stockholders paper copies of the consent revocation materials, as well as providing access to those materials on a publicly accessible website. This Consent Revocation Statement and Consent Revocation Card are available at www.transre.com by clicking on the “Investor Information” tab and selecting “Strategic Review and Related Materials.” This Consent Revocation Statement and Consent Revocation Card have also been filed with the SEC and are available on the SEC’s website at www.sec.gov.

For assistance in revoking your consent, you can contact your broker or Transatlantic’s proxy solicitor, Georgeson Inc. (“Georgeson”), at the address, phone number and e-mail address below:

This Consent Revocation Statement contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Such forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in these forward-looking statements. For example, these forward-looking statements could be affected by risks that the terminated merger agreement with Allied World Assurance Company Holdings, AG (“Allied World”) disrupts current plans and operations; risks that the unsolicited Validus Transaction Proposals and/or the proposal from the National Indemnity Company (“National Indemnity”) disrupts current plans and operations; the ability to retain key personnel; pricing and policy term trends; increased competition; the impact of acts of terrorism and acts of war; greater frequency or severity of unpredictable catastrophic events; negative rating agency actions; the adequacy of loss reserves; changes in regulations or tax laws; changes in the availability, cost or quality of reinsurance or retrocessional coverage; adverse general economic conditions; and judicial, legislative, political and other governmental developments, as well as management’s response to these factors; and other risks detailed in the “Cautionary Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of Transatlantic’s Form 10-K and other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Transatlantic is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

As set forth in the preliminary consent solicitation materials filed by Validus on September 14, 2011 with the SEC, Validus is asking you for your written consent as to the following Proposals:

Validus’s Consent Statement includes the Proposals, which would remove the current Board and replace them with Validus’s three hand-picked nominees who we believe will facilitate the completion of the Validus Transaction Proposals. With that in mind, the reasons to reject the Proposals are aligned with the reasons to reject the Validus Transaction Proposals. Such reasons include:

In view of the number of reasons and complexity of these matters, the Board did not find it practicable to, nor did it attempt to, quantify, rank or otherwise assign relative weight to the specific factors it considered in rejecting the Validus Transaction Proposals.

We also urge you to reject the Validus Proposals set forth in its Consent Solicitation for the following additional reasons:

Our Board Has A Proven Track Record Of Creating Value For Our Stockholders. Over a 20-plus year period as a public company, we have grown book value per share at 12% per year over multiple industry cycles and have done so while being a U.S. taxpayer (unlike most of our competitors). We strongly believe that Transatlantic’s existing franchise will continue to deliver this type of performance, which should be further enhanced by the $600 million share repurchase program we announced on September 16, 2011. This program, which represents a $455 million increase to our existing repurchase authority, includes a commitment to repurchase $300 million of shares prior to December 31, 2011 and plans to complete the remainder of the program during 2012. This program should deliver immediate value to our stockholders. Had the repurchase activity taken place in the first half of 2011, it would have enhanced book value per share by 7%² while preserving our franchise and ratings.

Approval Of The Validus Proposals Would Interfere With Transatlantic’s Operations and Strategic Initiatives. Our Board is currently addressing various strategic initiatives, including:

The three Validus Nominees, if elected, would likely need to spend a significant amount of time familiarizing themselves with the Company’s management, products and business condition, to the detriment of the continuity of our strategic initiatives and business operations.

The Transatlantic Board Is Open To Engage In Strategic Discussions With Third Parties. The Transatlantic Board has consistently been open to engaging in discussions with third parties who communicate a good faith interest in Transatlantic, subject to the execution of an appropriate confidentiality agreement. In that regard, the Board has publicly communicated that, although a strategic combination is not an imperative, it will entertain and evaluate any serious proposal or opportunity that offers its stockholders full and fair value.

We Strongly Believe That Your Current Board Is Better Positioned To Represent Your Interests. Pursuant to its Consent Solicitation, Validus is seeking to replace the Board with three hand-picked nominees who we believe will facilitate the completion of the Validus Transaction Proposals. The Board strongly believes that it is in the best interests of Transatlantic stockholders for directors not associated with Validus to be entrusted with the task of comparing the Validus Transaction Proposals to the strategic alternatives available to the Company at such time. In that regard, we note that the three Validus Nominees are currently being compensated by Validus to act in such capacity, and were previously employed by Validus in connection with Validus’s 2009 hostile campaign to take over IPC Holdings Ltd. In our view, these facts raise serious questions regarding the Validus Nominees’ ability to independently evaluate a transaction with Validus.

Since 2009, the Board and Transatlantic’s senior management have regularly reviewed and assessed strategic alternatives available to enhance stockholder value, including possible business combination transactions. In February 2010, Transatlantic selected Moelis & Company LLC (“Moelis”) to act as its financial advisor in connection with a review of strategic alternatives, based upon, among other things, the fact that Moelis is an internationally recognized investment banking firm that has substantial experience in merger and acquisition transactions. In October 2010, the Board established a strategy committee of the Board (the “Strategy Committee”), comprised of Messrs. Press, Chippendale, Foos and Bradley, each of whom are independent, to oversee Transatlantic’s review of strategic alternatives. From time to time since 2009, at the direction of the Board and the Strategy Committee, Transatlantic’s senior management engaged in preliminary discussions regarding possible business combination transactions with a number of insurance and reinsurance companies, including Validus. Until the negotiations described below, these discussions did not proceed past preliminary proposals, execution of confidentiality and standstill agreements and limited exchanges of non-public information.

During the period from February 2011 to June 2, 2011, Transatlantic and Allied World engaged in a series of discussions and negotiations regarding a potential transaction, including discussion regarding a possible exchange ratio, due diligence matters and the terms of an agreement, among other topics.

On June 3, 2011, Mr. Orlich, the Chief Executive Officer of Transatlantic, received an unsolicited telephone call from Edward J. Noonan, the Chief Executive Officer and Chairman of the Board of Directors of Validus, regarding a possible business combination transaction between Transatlantic and Validus. Subsequently, on June 7, 2011, Validus delivered a letter (the “Validus Indication of Interest Letter”) to Transatlantic expressing an interest in discussing a potential business combination transaction, which letter did not contain any economic or other specific terms for a proposed transaction. Following discussions between the directors, Transatlantic’s management and Transatlantic’s advisors, the Board determined to continue its negotiations with Allied World and to discuss the Validus Indication of Interest Letter at the June 12, 2011 Board special meeting.

On June 12, 2011, the Board met telephonically. Members of Transatlantic’s management, as well as representatives from Gibson Dunn & Crutcher LLP (“Gibson Dunn”), Transatlantic’s outside legal counsel, Goldman Sachs & Co. (“Goldman Sachs”), who Transatlantic had previously engaged to assist with any proposed transaction, Moelis and PricewaterhouseCoopers LLP (“PWC”), Transatlantic’s auditors, were present at the meeting. Representatives of Transatlantic’s management and Gibson Dunn provided an overview of further developments relating to the proposed strategic combination transaction with Allied World, including that negotiations regarding the Transatlantic-Allied World Merger Agreement (as defined below) had been substantially finalized and that the Allied World board of directors had unanimously approved the Transatlantic-Allied World Merger Agreement. Representatives of Gibson Dunn then reviewed with the directors the applicable legal standards in the context of considering a strategic combination transaction of the type being proposed and the final terms of the Transatlantic-Allied World Merger Agreement. Representatives of Transatlantic’s financial advisors then reviewed certain publicly available information regarding Validus and analyses of hypothetical business combination transactions with Validus. The directors and management discussed in detail the Validus Indication of Interest Letter, including (i) the fact that, in the past, preliminary discussions with Validus regarding a possible business combination had never advanced and (ii) that pursuing a transaction with Validus would likely have an adverse effect on Allied World’s willingness to proceed with the proposed transaction on the economic and other terms that had been agreed to. The directors and management also discussed the fact that a business combination with Validus would not deliver the strategic benefits that could be achieved with the Transatlantic-Allied World Merger, including, but not limited to: (i) the higher contribution to revenues and earnings from primary insurance; (ii) a greater focus on specialty insurance and reinsurance markets; (iii) the high probability of the combined company maintaining Transatlantic’s current credit ratings; and (iv) the benefits of Allied World’s domicile as compared to Validus’s. Following these discussions, the Board unanimously determined that the Transatlantic-Allied World Merger Agreement and the transactions contemplated by the Transatlantic-Allied World Merger Agreement, including the Transatlantic-Allied World merger, were advisable to and in the best interests of Transatlantic and its stockholders and voted unanimously to approve the Transatlantic-Allied World Merger Agreement.

On June 12, 2011, Transatlantic, Allied World and GO Sub, LLC, a wholly owned subsidiary of Allied World (“Merger Sub”), announced that they had entered into the Agreement and Plan of Merger (the “Transatlantic-Allied World Merger Agreement”).

On July 12, 2011, Mr. Orlich received an unsolicited telephone call from Mr. Noonan. Mr. Noonan spoke to Mr. Orlich and stated that Validus would be making a proposal to acquire Transatlantic in a merger pursuant to which Transatlantic’s stockholders would receive 1.5564 Validus Common Shares in the merger and $8.00 per share in cash pursuant to a one-time special dividend from Transatlantic immediately prior to closing of the merger for each Transatlantic Common Share they own. Mr. Noonan also noted that Validus preferred to work cooperatively with Transatlantic to complete a consensual transaction, but was prepared to take the Validus offer directly to Transatlantic’s stockholders if necessary.

Subsequently on July 12, 2011, the Board received an unsolicited proposal letter from Validus to acquire all of the Transatlantic Common Shares, which we refer to as the Validus Merger Offer. Pursuant to the Validus Merger Offer, Transatlantic’s stockholders would receive 1.5564 Validus Common Shares in the merger and $8.00 per share in cash pursuant to a one-time special dividend from Transatlantic (immediately prior to the closing of the merger) (the “Transatlantic Dividend”) for each Transatlantic Common Share they own. The Validus Merger Offer was set forth in a proposal letter, accompanied by a draft merger agreement (the “draft Validus merger agreement”). The full text of the proposal letter is set forth below:

Dear Sirs:

On July 13, 2011, Transatlantic issued a press release announcing that it had received the Validus Merger Offer and that the Board would carefully consider and evaluate the Validus Merger Offer in due course and would inform Transatlantic’s stockholders of its position. Transatlantic also advised its stockholders to not take any action at the time and to await the recommendation of the Board.

On July 14, 2011, the Board met telephonically to discuss the Validus Merger Offer. Members of Transatlantic’s management, as well as representatives of Gibson Dunn, Goldman Sachs, Moelis and PWC were present at the meeting. At the meeting, the Board asked the representatives of Goldman Sachs to describe any current or recent prior relationships with Validus. During the meeting, representatives of Goldman Sachs disclosed that Goldman Sachs has provided certain investment banking services to Validus and its affiliates from time to time, for which Goldman Sachs’s investment banking division has received compensation, and that funds managed by affiliates of Goldman Sachs currently own less than 7% of the non-voting shares of Validus. Goldman Sachs, in accordance with its internal policies, had confirmed that such services and interests did not present a conflict of interest that would preclude Goldman Sachs from representing the Board in connection with its consideration of the Validus Merger Offer. Representatives of Gibson Dunn then reviewed with the directors the applicable legal standards in the context of considering the Validus Merger Offer and the terms of the Transatlantic-Allied World Merger Agreement. Representatives of Gibson Dunn also discussed the principal terms of the draft Validus merger agreement and the material differences from the Transatlantic-Allied World Merger Agreement, including that the draft Validus merger agreement provided for (i) a closing condition that counsel to each of Transatlantic and Validus provide certain tax opinions, (ii) a closing condition that the Transatlantic Dividend be declared and paid and (iii) a financing covenant that Transatlantic use its reasonable best efforts to obtain financing to fund payment of the Transatlantic Dividend. Members of management then discussed with the directors certain operational and financial aspects of the Validus Merger Offer. Representatives of Goldman Sachs and Moelis then provided the directors with their preliminary analysis regarding certain financial metrics with respect to the Validus Merger Offer. The Board then discussed the Validus Merger Offer and requested that its legal and financial advisors continue to evaluate the Validus Merger Offer so that the directors could be fully informed prior to making any determinations with respect thereto.

On July 18, 2011, the Board, along with members of Transatlantic’s management and representatives of Gibson Dunn, Goldman Sachs, Moelis and Richards, Layton & Finger, Transatlantic’s Delaware legal counsel, met telephonically. Representatives of Gibson Dunn reviewed with the directors Transatlantic’s obligations pursuant to the Transatlantic-Allied World Merger Agreement and also described the applicable legal standards in connection with the matters being considered by the Board at the meeting. Representatives of Goldman Sachs and Moelis then reviewed with the directors certain preliminary financial analyses of the terms of the Validus Merger Offer as compared to the terms of the Transatlantic-Allied World Merger Agreement. Following a discussion, the Board determined that the Validus Merger Offer did not constitute a “Superior Proposal” under the terms of the Transatlantic-Allied World Merger Agreement. The Board further determined that the Validus Merger Offer was reasonably likely to lead to a “Superior Proposal” and that the failure to enter into discussions regarding the Validus Merger Offer would result in a breach of its fiduciary duties under applicable law. As a result, the Board determined that Transatlantic should offer to engage in discussions and exchange information with Validus, subject to, in accordance with the Transatlantic-Allied World Merger Agreement, (i) providing Allied World with three business days’ notice of Transatlantic’s intent to furnish information to and enter into discussions with Validus and (ii) obtaining from Validus an executed

On July 23, 2011, following the expiration of a three business days’ notice period under the Transatlantic-Allied World Merger Agreement, Transatlantic delivered a draft of a confidentiality agreement with terms (including a standstill provision) substantially similar, and not less favorable to Transatlantic, in the aggregate, than those contained in the confidentiality agreement between Transatlantic and Allied World, as required pursuant to the Transatlantic-Allied World Merger Agreement. Later on July 23, 2011, in-house legal counsel to Transatlantic and representatives of Gibson Dunn spoke via telephone to in-house legal counsel to Validus and a representative of Skadden, Arps, Slate, Meagher & Flom LLP, outside legal counsel to Validus (“Skadden”), to discuss the draft of the confidentiality agreement delivered by Transatlantic earlier that day. On this call, legal counsel to Validus indicated that Validus would not execute a confidentiality agreement with a standstill provision as requested by Transatlantic pursuant to the terms of the Transatlantic-Allied World Merger Agreement. Later that same day, a representative from Skadden delivered to Transatlantic and Gibson Dunn a markup of the draft confidentiality agreement with, among other changes, the standstill deleted. On July 24, 2011, a representative of Gibson Dunn communicated to a representative of Skadden and in-house counsel to Validus that Transatlantic was continuing to review the markup of the confidentiality agreement and expected to respond reasonably soon.

Subsequently on July 25, 2011, prior to receiving a response from Transatlantic or Gibson Dunn regarding the Validus markup of the confidentiality agreement, Validus sent a letter to the Board informing them that Validus was commencing the Validus Exchange Offer that morning for all of the outstanding Transatlantic Common Shares for 1.5564 Validus Common Shares and $8.00 in cash per Transatlantic Common Share. The letter also indicated that Validus intended to continue soliciting Transatlantic’s stockholders to vote against the transaction with Allied World. Validus also issued a press release containing the foregoing letter and announcing the commencement of the Validus Exchange Offer and filed a prospectus/offer to exchange (the “Offer to Exchange”) with the SEC. The full text of the foregoing letter is set forth below:

Also on July 25, 2011, Transatlantic issued a press release stating that, consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, the Board would carefully review and evaluate the Validus Exchange Offer and advised Transatlantic’s stockholders to take no action pending the review of the Validus Exchange Offer by the Board. The press release also announced that Transatlantic intended to make the position of the Board with respect to the Validus Exchange Offer available to its stockholders in a solicitation/recommendation statement on Schedule 14D-9, to be filed with the SEC. In the press release, Transatlantic stated that its Board reaffirmed its recommendation of, and declaration of advisability with respect to, the Transatlantic-Allied World Merger Agreement.

Also on July 25, 2011, a representative of Allied World’s outside legal counsel, Willkie Farr & Gallagher LLP (“Willkie Farr”), informed a representative of Gibson Dunn that (i) the markup of the Validus confidentiality agreement provided by Skadden did not conform to the provisions of the Transatlantic-Allied World Merger Agreement and (ii) Allied World would not waive any of the provisions in the Transatlantic-Allied World Merger Agreement with respect thereto and reserved all of its rights in all respects should Transatlantic proceed to accept the markup of the confidentiality agreement.

On July 26, 2011, the Board, along with members of Transatlantic’s management and representatives of Gibson Dunn, Goldman Sachs and Moelis, met telephonically. Representatives of Gibson Dunn described the applicable legal standards in connection with the matters being considered by the Board at the meeting and then reviewed with the directors the principal terms of the Validus Exchange Offer as set forth in the Offer to Exchange. Representatives of Goldman Sachs and Moelis then reviewed with the directors certain financial analyses with respect to the Validus Exchange Offer as compared to the Transatlantic-Allied World Merger Agreement and also reviewed certain financial metrics with respect to both Validus and Allied World. Following a discussion, the Board unanimously voted to recommend that Transatlantic’s stockholders reject the Validus Exchange Offer and reaffirmed its recommendation of, and declaration of advisability with respect to, the Transatlantic-Allied World Merger Agreement. Thereafter, representatives of Gibson Dunn discussed with the Board the principal terms of a stockholder rights plan that Transatlantic could consider adopting. The

On July 28, 2011, Transatlantic filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 recommending that Transatlantic’s stockholders reject the Validus Exchange Offer and providing the reasons therefor. Also on July 28, 2011, Transatlantic issued a press release relating to the determinations made at the July 26, 2011 meeting of the Board.

On August 4, 2011, at Transatlantic’s request, Messrs. Orlich and Sapnar met with Mr. Noonan and Joseph E. Consolino, Validus’s President and Chief Financial Officer, to discuss Transatlantic’s request that Validus enter into a mutual confidentiality agreement, on the terms required under the Transatlantic-Allied World Merger Agreement.

On August 4, 2011, Mr. Orlich received a telephone call from Ajit Jain, head of Berkshire Hathaway Reinsurance Group (together with Berkshire Hathaway, Inc. and its affiliates, “Berkshire”) regarding a possible business combination between Transatlantic and Berkshire. Subsequently, on August 5, 2011, Berkshire delivered a letter (the “Berkshire Indication of Interest Letter”) to Transatlantic expressing an interest in acquiring Transatlantic for $52.00 per share (the “Berkshire Proposal”).

On August 7, 2011, Transatlantic issued a press release announcing that it had received the Berkshire Indication of Interest Letter and that the Board would carefully consider and evaluate the Berkshire Proposal and would inform Transatlantic’s stockholders of its position. Transatlantic also advised its stockholders not to take any action at that time and to await the recommendation of the Board. The Board also reaffirmed its recommendation of, and its declaration of advisability with respect to, the Transatlantic-Allied World Merger Agreement.

On the morning of August 8, 2011, the Board met telephonically to discuss the Berkshire Proposal and other recent developments. Members of Transatlantic’s management, as well as representatives of Gibson Dunn, Goldman Sachs, Moelis and Richards, Layton & Finger were present at the meeting. Representatives of Gibson Dunn and Richards, Layton & Finger reviewed with the directors the applicable legal standards in the context of considering the Berkshire Proposal. Representatives of Goldman Sachs and Moelis then provided the directors with their preliminary analysis regarding certain financial metrics with respect to the Berkshire Proposal and certain other matters. After extensive discussion, the Board then decided to adjourn the meeting in order to consider further the issues discussed.

Later on August 8, 2011, the Board reconvened telephonically. Members of Transatlantic’s management, as well as representatives of Gibson Dunn and Richards, Layton & Finger were present at the meeting. Following discussion, the Board determined that the Berkshire Proposal did not constitute a “Superior Proposal” under the terms of the Transatlantic-Allied World Merger Agreement. The Board further determined that the Berkshire Proposal was reasonably likely to lead to a “Superior Proposal” and that the failure to enter into discussions regarding the Berkshire Proposal would result in a breach of its fiduciary duties under applicable law. As a result, the Board determined that Transatlantic should offer to engage in discussions and exchange information with Berkshire, subject to, in accordance with the Transatlantic-Allied World Merger Agreement, (i) providing Allied World with three business days’ notice of Transatlantic’s intent to furnish information to and enter into discussions with Berkshire and (ii) obtaining from Berkshire an executed confidentiality agreement containing terms that are substantially similar, and no less favorable, to Transatlantic, in the aggregate, than those contained in the confidentiality agreement between Transatlantic and Allied World. The Board also reaffirmed its recommendation of, and its declaration of advisability with

On August 10, 2011, Validus delivered a letter to the Board stating that it was providing a one-way confidentiality agreement to Transatlantic which did not contain a standstill provision and which would permit Transatlantic to review non-public information regarding Validus. Also on August 10, 2011, Validus filed a complaint, styled Validus Holdings, Ltd. v. Transatlantic Holdings, Inc., et al., C.A. No. 6776-CS against Transatlantic, the members of the Board, Allied World and Merger Sub in the Delaware Court of Chancery alleging, among other things, that the members of the Board breached their fiduciary duties in connection with the Validus Exchange Offer and that Allied World and Merger Sub aided and abetted these alleged breaches.

On the evening of August 11 and on August 12, 2011, representatives of Gibson Dunn and in-house counsel to Berkshire negotiated the terms of a proposed confidentiality agreement (including a standstill provision) between Transatlantic and Berkshire (the “Berkshire Confidentiality Agreement”).

On August 12, 2011, the Board met telephonically, along with members of Transatlantic’s management and representatives of Gibson Dunn, to review and consider the Berkshire Confidentiality Agreement and the one-way confidentiality agreement provided by Validus. Representatives of Gibson Dunn discussed with the Board the terms of the one-way confidentiality agreement provided by Validus and the terms of the Berkshire Confidentiality Agreement, in each case in light of the applicable legal standards and Transatlantic’s obligations under the Transatlantic-Allied World Merger Agreement. At this meeting, the Board considered that entering into the one-way confidentiality agreement provided by Validus could expose Transatlantic to the risk of liability for breach of the Transatlantic-Allied World Merger Agreement because it did not contain terms that were substantially similar to, and not less favorable to Transatlantic, in the aggregate, than those contained in the confidentiality agreement between Transatlantic and Allied World and was not otherwise permissible under such merger agreement, and therefore determined to take no action with respect to the one-way confidentiality agreement. After further discussion at the meeting, the Board determined in good faith that the Berkshire Confidentiality Agreement contains terms that were substantially similar to, and not less favorable to Transatlantic, in the aggregate, than those contained in the confidentiality agreement between Transatlantic and Allied World. The Board therefore authorized management to enter into the Berkshire Confidentiality Agreement. Subsequent to the Board’s determination, Transatlantic and Berkshire entered into the Berkshire Confidentiality Agreement. Also on August 12, 2011, Transatlantic issued a press release announcing that it had entered into the Berkshire Confidentiality Agreement and commenced discussions with Berkshire.

On August 16, 2011, Validus filed a Motion for Expedited Proceedings in connection with its concurrently filed Motion for Preliminary Injunction.

At a conference on August 22, 2011 before Chancellor Strine of the Court of Chancery for the State of Delaware, the Chancellor declined to set a hearing date on Validus’s Motion for Preliminary Injunction. The Chancellor also indicated at the conference that he was unlikely to conclude there was a colorable argument that the Board breached a fiduciary duty by requiring that Validus enter into a confidentiality agreement with a standstill provision before entering into merger discussions. On August 24, 2011, Validus withdrew its Motion for Expedited Proceedings.

On September 15, 2011, Transatlantic, Allied World and Merger Sub terminated the Transatlantic-Allied World Merger Agreement and entered into a Termination Agreement (the “Termination Agreement”). Consistent with the terms of the Transatlantic-Allied World Merger Agreement, Transatlantic agreed to pay Allied World, within two business days, a termination fee in the amount of $35 million (and expense reimbursement in the amount of $13.3 million), and agreed to pay an additional fee in the amount of $66.7 million in the event that, prior to September 15, 2012, Transatlantic enters into any definitive agreement in respect of any competing transaction or recommends or submits a competing transaction to its stockholders for adoption, or a transaction in respect of a competing transaction is consummated. In connection with the execution of the Termination Agreement, the Board approved a strategic plan for Transatlantic (the “Strategic Plan”), which provides, among other things, that Transatlantic will repurchase up to $600 million of Transatlantic Common Shares ($300 million of Transatlantic Common Shares through December 31, 2011 and

On September 16, 2011, Transatlantic issued a press release and disseminated a letter to stockholders announcing, among other things, the Termination Agreement and the Strategic Plan (including the Share Repurchases). The press release and letter also announced that although Transatlantic and Berkshire have engaged in discussions, Berkshire has been interested in conducting only very limited due diligence, focused solely on Transatlantic’s Zurich subsidiary. Berkshire has conveyed to Transatlantic that it is unwilling to increase the terms of its proposal and is only interested in an acquisition at or below $52 per share. The Board has concluded that selling Transatlantic for cash at such a substantial discount to book value would not deliver fair value to stockholders. Transatlantic and Berkshire remain under a confidentiality agreement, and, while further talks may occur, no further talks are currently scheduled.

On September 16, 2011, Transatlantic received a letter from Berkshire reinstating Berkshire’s previous proposal to acquire Transatlantic for $52.00 per Transatlantic Common Share in cash. The letter also stated that the Berkshire proposal was open for acceptance until the close of business on Monday, September 19, 2011 and that Berkshire will not be renewing its offer. On September 19, 2011, Transatlantic issued a press release disclosing the Berkshire letter and noting, among other things, the Board’s belief that selling Transatlantic for cash at the substantial discount to book value represented by the Berkshire proposal simply would not deliver fair value to stockholders and that Berkshire has neither increased its $52.00 per Transatlantic Common Share proposal nor shown interest in conducting due diligence or holding discussions that could lead to a higher offer.

In accordance with the DGCL and the By-laws, the Board has set       , 2011 as the Record Date for the determination of stockholders who are entitled to execute or revoke consents relating to the proposals contained in Validus’s Consent Statement. As of the Record Date, there were           Transatlantic Common Shares outstanding, each entitled to one vote per Transatlantic Common Share.

Only record holders of Transatlantic Common Shares as of the Record Date are eligible to execute or revoke consents in connection with the Validus Consent Solicitation and this Consent Revocation Statement. Persons beneficially owning Transatlantic Common Shares through a broker, bank or other nominee, should contact such broker, bank or other nominee and instruct it to execute the WHITE Consent Revocation Card on their behalf. You may execute or revoke consents at any time before or after the Record Date, provided that any such consent or revocation will be valid only if you were a holder of record of Transatlantic Common Shares on the Record Date and the consent or revocation is otherwise valid.

Under the DGCL, unless otherwise provided in a corporation’s certificate of incorporation, stockholders may act without a meeting, without prior notice and without a vote, if consents in writing setting forth the action to be taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Company’s certificate of incorporation does not prohibit stockholder action by written consent. Therefore, in order to be effective, the Proposals require consents signed by stockholders representing at least a majority of the Transatlantic Common Shares outstanding as of the Record Date.

Furthermore, under Section 228 of the DGCL, all consents will expire unless valid, unrevoked consents representing at least a majority of the Transatlantic Common Shares outstanding as of the Record Date are delivered to the Company within 60 days of the earliest-dated consent so delivered.

In order to acquire control of Transatlantic and its subsidiaries, Validus must comply with the insurance regulatory requirements of a number of U.S. and foreign jurisdictions, including the filing of an Application for Approval of Acquisition of Control of a domestic insurer with, and the receipt of approval from, the Superintendent of New York Insurance Department. We believe Validus’s Proposals and the Consent Solicitation cannot become effective until such approvals have been obtained.

A stockholder may revoke any previously signed consent by completing, signing, dating and returning to the Company a WHITE Consent Revocation Card. A consent may also be revoked by delivery of a written revocation of your consent to Validus. Stockholders are urged, however, to deliver all consent revocations to the Company c/o Georgeson Inc. at 199 Water Street New York, NY 10038. The Company requests that if a revocation is instead delivered to Validus, a copy of the revocation also be delivered to the Company c/o Georgeson at the address set forth above, so that the Company will be aware of all revocations.

Unless you specify otherwise, by signing and delivering the WHITE Consent Revocation Card, you will be deemed to have revoked consent to all of the Proposals.

Any consent revocation may itself be revoked by marking, signing, dating and delivering a written revocation of your Consent Revocation Card to the Company or to Validus or by delivering to Validus a subsequently dated BLUE consent card that it sent to you.

The Company has retained Georgeson to assist in communicating with stockholders in connection with the Validus Consent Solicitation and to assist in our efforts to obtain consent revocations. If you have any questions regarding this Consent Revocation Statement or about submitting your WHITE Consent Revocation Card, or otherwise require assistance, please call Georgeson toll-free at (888) 613-9817.

You are urged to carefully review this Consent Revocation Statement. YOUR TIMELY RESPONSE IS IMPORTANT. You are urged NOT to sign any BLUE consent cards. If you have signed any BLUE consent cards, the Company urges you to reject the solicitation efforts of Validus by promptly completing, signing, dating and mailing the enclosed WHITE Consent Revocation Card to Georgeson Inc. at 199 Water Street, New York, NY 10038; Tel: (888) 613-9817 (Toll-free); (Bankers and brokers please call: (212) 440-9800); e-mail: transatlantic@georgeson.com. Please be aware that if you sign a BLUE card but do not check any of the boxes on the card, you will be deemed to have consented to all of the Proposals in Validus’s Consent Statement.

The cost of the solicitation of consent revocations will be borne by the Company. The Company estimates that the total expenditures relating to the Company’s solicitation of consent revocations (other than salaries and wages of officers and employees and costs normally expended for a solicitation for an election of directors) will be approximately $1,000,000, of which approximately $250,000 has been spent as of the date hereof. In addition to solicitation by mail, directors, officers and other employees of the Company may, without additional compensation, solicit revocations by mail, in person or by telephone or other forms of telecommunication.

The Company has retained Georgeson, as proxy solicitor, at an estimated fee not to exceed $200,000, plus certain expenses, to assist in the solicitation of revocations. The Company will reimburse brokerage houses, banks, custodians and other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding the Company’s consent revocation materials to, and obtaining instructions relating to such materials from, beneficial

Under applicable regulations of the SEC, each director and certain executive officers of the Company are deemed “participants” in the Company’s Consent Revocation Statement. Please refer to the section entitled “Security Ownership of Certain Beneficial Owners—Beneficial Ownership of Directors and Management” and to Annex A hereto.

Transatlantic retained Moelis and Goldman Sachs as its financial advisors in connection with, among other things, the Transatlantic-Allied World Merger Agreement and the Validus Transaction Proposals.

Under the terms of Goldman Sachs’s engagement, Transatlantic has agreed to pay Goldman Sachs customary compensation for its financial advisory services in connection with a change in control transaction, including the Validus Transaction Proposals, all of which is contingent upon consummation of a transaction (whether the transaction was with Allied World or with another party). If 50% or more of Transatlantic’s outstanding common stock or assets are purchased in the transaction, the transaction fee will be an amount equal to .007 multiplied by the aggregate consideration paid in such transaction (less up to $1 million in fees paid by Transatlantic to Moelis). In addition, Transatlantic has agreed to indemnify Goldman Sachs for certain liabilities arising out of the engagement.

Under the terms of Moelis’s engagement, Transatlantic has agreed to pay Moelis customary compensation for its financial advisory services in connection with a change in control transaction, including the Validus Transaction Proposals, $2.5 million of which was payable in connection with Moelis’s opinion delivered pursuant to the Transatlantic-Allied World Merger Agreement. Moelis will also be entitled to receive a one-time transaction fee of $1 million if a change in control transaction is consummated. In addition, the engagement letter between the Board and Moelis contemplates a discretionary success fee of up to $1.5 million, to be paid at Transatlantic’s discretion upon consummation of a change in control transaction. The determination of whether this fee shall be paid shall be exclusively determined by Transatlantic. Moelis’ engagement letter with Transatlantic provides that if Moelis is requested by Transatlantic to deliver an additional opinion, Moelis shall be entitled to an additional $0.5 million upon delivery of such additional opinion, which fee shall be creditable towards the $1.0 million transaction fee referenced above. In addition, Transatlantic has agreed to indemnify Moelis for certain liabilities arising out of the engagement. Moelis’s affiliates, employees, officers and partners may at any time own securities of Transatlantic.

Transatlantic also has engaged Georgeson to assist it in connection with communications with its stockholders with respect to the Validus Transaction Proposals and the Consent Solicitation, to monitor trading activity in the Transatlantic Common Shares, and to identify investors holding large positions of Transatlantic Common Shares in street name. Transatlantic has agreed to pay Georgeson customary compensation for its services and reimbursement of certain expenses in connection with its engagement, as set forth in greater detail under “Solicitation of Revocations—Cost and Method” above. Transatlantic also has agreed to indemnify Georgeson for certain liabilities arising out of the engagement.

Transatlantic also has engaged Joele Frank, Wilkinson Brimmer Katcher (“Joele Frank”) and Brainerd Communicators, Inc. (“Brainerd”) as its public relations advisors in connection with the Validus Transaction Proposals and the Consent Solicitation. Transatlantic has agreed to pay Joele Frank and Brainerd customary compensation for their services and reimbursement of certain expenses in connection with the engagement of each firm. Transatlantic has also agreed to indemnify Joele Frank and Brainerd for certain liabilities arising out of the engagement of each firm.

On July 28, 2011, Transatlantic filed a lawsuit in the United States District Court for the District of Delaware, styled Transatlantic Holdings, Inc. v. Validus Holdings Ltd., Case No. 1:11-cv-00661-GMS (D. Del.), against Validus alleging that Validus violated Sections 14(a) and (e) of the Securities Exchange Act of 1934 and Section 11 of the Securities Act of 1933 by making materially false and/or misleading statements in its proxy statement and the Validus Exchange Offer materials filed with the SEC. The lawsuit seeks, among other relief an order: (i) compelling Validus to correct by public means the material false and/or misleading statements it has made in connection with both its proxy and Validus Exchange Offer materials; and (ii) prohibiting Validus from acquiring or attempting to acquire Transatlantic Common Shares until its misstatements have been corrected.

On August 10, 2011, Validus filed a Motion to Dismiss the complaint.

On August 10, 2011, Validus filed a complaint, styled Validus Holdings, Ltd. v. Transatlantic Holdings, Inc., et al., C.A. No. 6776-CS, against Transatlantic, members of the Board, Allied World and Go Sub, LLC in the Delaware Court of Chancery. Validus alleges that members of the Board breached their fiduciary duties by: (i) refusing to recommend the acquisition proposal from Validus in favor of the Transatlantic-Allied World Merger Agreement; (ii) approving certain deal protection measures in the Transatlantic-Allied World Merger Agreement; (iii) insisting that the Transatlantic-Allied World Merger Agreement requires that a confidentiality agreement between Transatlantic and Validus contain the same (or substantially similar) standstill provision as contained in the Transatlantic-Allied World confidentiality agreement, which Validus alleges constituted a failure by Transatlantic and the Board to enter into discussions with Validus; and (iv) making allegedly incomplete or inaccurate disclosures concerning the Transatlantic-Allied World merger. Validus also seeks declaratory judgment that Transatlantic’s interpretation of certain provisions of the Transatlantic-Allied World Merger Agreement and the Transatlantic-Allied World confidentiality agreement is incorrect and in breach of the Board’s fiduciary duties, and a declaration that the Transatlantic-Allied World Merger Agreement permits Transatlantic to enter into discussions with Validus. Finally, Validus asserts a claim against Allied World for aiding and abetting the alleged breaches of fiduciary duty. Validus seeks, among other things, an order enjoining Transatlantic and Allied World from consummating the Transatlantic-Allied World merger unless and until the defendants’ allegedly false and misleading statements are corrected; compelling the Board to engage in good faith discussions with Validus; and declaring that the Transatlantic-Allied World Merger Agreement and the Transatlantic-Allied World confidentiality agreement do not require that a confidentiality agreement between Transatlantic and Validus contain a standstill provision. On August 16, 2011, Validus filed a Motion for Preliminary Injunction and a Motion for Expedited Proceedings.

At a conference on August 22, 2011 before Chancellor Strine of the Court of Chancery for the State of Delaware, the Chancellor declined to set a hearing date on Validus’s Motion for Preliminary Injunction. The Chancellor also indicated at the conference that he was unlikely to conclude that Validus’s claim that the Board breached a fiduciary duty by requiring that Validus enter into a confidentiality agreement with a standstill provision before entering into merger discussions was colorable. On August 24, 2011, Validus withdrew its Motion for Expedited Proceedings.

Holders of Transatlantic Common Shares do not have appraisal rights under the DGCL in connection with this Consent Revocation Solicitation.

The following table sets forth, as of September 19, 2011 (except as noted otherwise), information as to the beneficial ownership of our common stock by all directors, our named executive officers and our directors and executive officers as a group.

The following table sets forth as of September 19, 2011 information regarding ownership of outstanding Transatlantic Common Shares by those individuals, entities, or groups who have advised us that they own more than five percent (5%) of outstanding Transatlantic Common Shares:

The current directors of the Company are as follows:

The principal occupation or affiliation of each of the directors is shown in bold face type. Each director has occupied the position with the company or organization listed above during the past five years, except where noted. The size of our Board is currently set at eight, with one vacancy.

As noted in the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2011, Reuben Jeffery resigned from the Board, effective March 23, 2011. The vacancy created by Mr. Jeffrey’s resignation was not filled by the Board. As noted in the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2011, Thomas R. Tizzio resigned from the Board, effective May 26, 2011. As noted in the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2011, the vacancy created by Mr. Tizzio’s resignation was filled by Michael C. Sapnar, who serves on the Underwriting Committee and Risk Management Committee of the Board. In electing Mr. Sapnar, the Board considered his extensive reinsurance background, experience and knowledge of the industry and his institutional knowledge of

As noted in the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2011, Mr. Sapnar, previously Executive Vice President and Chief Operating Officer of the Company, was appointed President, effective September 16, 2011.

For a description of the composition of the Board and the committees thereof, corporate governance of the Company, compensation of directors and executive compensation, reference is made to Annex B hereto which excerpts certain disclosure from Transatlantic’s 2011 definitive proxy statement filed on Schedule 14A, which is incorporated herein by reference and qualifies the foregoing in its entirety.

On June 30, 2011, the Compensation Committee (the “Transatlantic Compensation Committee”) of the Board approved the form of retention agreements (the “Retention Agreements,” and each, a “Retention Agreement”) that will be offered to certain executives of Transatlantic, including Steven S. Skalicky, Paul A. Bonny and Javier E. Vijil, each a named executive officer of Transatlantic. Each of the Retention Agreements has a term beginning on the date of execution and ending on the earlier of December 31, 2013 or a mutually agreed upon termination date by the executive and Transatlantic.

Each of the Retention Agreements generally provides that until December 31, 2012, the executive’s base salary level, target bonus amount, target fair value of equity awards and other benefits included in the executive’s total compensation will not be reduced below the levels in effect prior to a change in control. Each of the Retention Agreements also provides for a grant of restricted stock unit awards (“RSUs”), or in the event that there are not enough share reserves, phantom stock awards (together with the RSUs, the “Retention Grant”), immediately prior to a date chosen by the Board in its discretion, pursuant to Transatlantic’s 2009 Long Term Equity Incentive Plan (but only in the case of the RSUs), consisting of that number of Transatlantic Common Shares equal in value to $1,500,000 for each of Messrs. Skalicky and Vijil and $2,000,000 for Mr. Bonny. The Retention Grant vests 50% on September 30, 2012 and 50% on December 31, 2013. Pursuant to the Retention Agreements, the Retention Grant is generally subject to pro rata vesting upon a termination by Transatlantic without “Cause,” or due to death or “Disability,” or by the executive with “Good Reason,” in each case prior to December 31, 2013. Further, pursuant to the Retention Agreements, all of the outstanding, unvested equity awards held by each of the executives as of the effective date of the Retention Agreements is subject to full vesting upon a termination by Transatlantic without “Cause,” or by the executive with “Good Reason,” in each case prior to December 31, 2013. In consideration for entering into the Retention Agreements, each executive shall provide a limited waiver of the executive’s right to resign for “Good Reason” as a result of the executive’s new employment position immediately following the change in control.

The Retention Agreements include restrictive covenants similar to those included in Transatlantic’s Executive Severance Plan, which plan is described in Annex B hereto.

Under Transatlantic’s By-laws, stockholders must comply with specified procedures to nominate directors or introduce an item of business at an annual meeting. Nominations or an item of business to be introduced at an annual meeting must be submitted in writing and received by Transatlantic generally not less than 60 days nor more than 90 days in advance of the first anniversary of the preceding year’s annual meeting. To be in proper written form, a stockholder’s notice must contain the specific information required by Transatlantic’s By-laws. A copy of Transatlantic’s By-laws, which describes the advance notice procedures, can

All suggestions from stockholders are given careful attention. Stockholders who wish to present proposals for action at the 2012 Annual Meeting that are included in the Company’s 2012 proxy statement must also follow the procedures prescribed by Rule 14a-8 under the Exchange Act. To be eligible for inclusion in the 2012 proxy statement and proxy card, stockholder proposals must be received no later than December 10, 2011 by the Secretary of the Company at the principal executive offices of the Company located at 80 Pine Street, New York, NY 10005, unless the 2012 Annual Meeting is changed by more than 30 days from May 26, 2012, in which case stockholder proposals must be received a reasonable time before the Company begins to print and send its proxy materials for the 2012 Annual Meeting.

Some banks, brokers, and other nominee record holders may participate in the practice of “householding” proxy statements and annual reports. This means that only one copy of the Consent Revocation Statement, a notice of annual meeting and proxy statement and an annual report may have been sent to multiple stockholders in your household. If you would like to obtain another copy of any document, please contact our Investor Relations department at Transatlantic Holdings, Inc., 80 Pine Street, New York, NY 10005, or via e-mail at investor_relations@transre.com or Georgeson Inc. at 199 Water Street, New York, NY 10038, or via e-mail at transatlantic@georgeson.com.

If you want to receive separate copies of our proxy statement and annual report in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address or telephone number.

We appreciate your support and encouragement.

The Board urges you NOT to return any BLUE consent card solicited by Validus. If you have previously returned any such BLUE consent card, you have every right to revoke your consent. Simply complete, sign, date and mail the enclosed WHITE Consent Revocation Card in the postage-paid envelope provided.

For additional information or assistance, please call Georgeson Inc., our proxy solicitor, at 199 Water Street New York, NY 10038; Tel: (888) 613-9817 (Toll-free); (Bankers and brokers please call: (212) 440-9800); e-mail: transatlantic@georgeson.com.

The directors and the executive officers and employees of the Company who are participants in the solicitation of consent revocations (collectively, the “Participants”) are listed below, together with the amount of each class of the Company’s securities beneficially owned by each of these persons as of September 19, 2011, including the number of securities for which beneficial ownership can be acquired within 60 days of such date. No Participant listed below owns any equity securities of the Company of record that such Participant does not own beneficially. The business address of each Participant is c/o Transatlantic Holdings, Inc., 80 Pine Street, New York, NY 10005.

The following table sets forth information regarding purchases and sales of the Company’s securities by Participants during the past two years. Except as set forth below or as otherwise disclosed in this Consent Revocation Statement, no part of the purchase price or market value of these securities is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities. To the extent that any part of the purchase price or market value of any of these securities is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities, the amount of the indebtedness as of the latest practicable date is set forth below. If such funds were borrowed or obtained otherwise than pursuant to a margin account or bank loan in the regular course of business of a bank, broker or dealer, a description of the transaction and the parties is set forth below.

Except as described in this Annex A or otherwise disclosed in this Consent Revocation Statement (including Annex B hereto), to the Company’s knowledge:

The Board has established the Transatlantic Corporate Governance Guidelines (the “Guidelines”) to promote the effective functioning of the Board and its committees, to promote the interests of stockholders and to establish a common set of expectations for the governance of the organization. All of Transatlantic’s corporate governance materials, including the Corporate Governance Guidelines; Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee Charters; Transatlantic’s Director, Executive Officer and Senior Financial Officer Code of Business Conduct and Ethics; Transatlantic’s Director Independence Standards; Related-Party Transaction Approval Policy and Transatlantic’s Code of Conduct for employees, are available on Transatlantic’s website at www.transre.com by following the links to Investor Information and then to the Governance Documents section. Printed copies of these materials are available upon request to any stockholder by writing to Transatlantic Holdings, Inc., c/o Investor Relations, 80 Pine Street, New York, NY 10005 and are also available in the Investor Information section on Transatlantic’s website at www.transre.com. The Board regularly reviews corporate governance developments and modifies its guidelines, charters and practices as warranted. Any modifications will be reflected on Transatlantic’s website.

The Board believes that separating the Chairman of the Board and Chief Executive Officer positions is the appropriate leadership structure for Transatlantic at the present time. As directors continue to have increased oversight responsibilities, the Board believes that Transatlantic’s current leadership structure allows the Chairman of the Board, Mr. Press, to focus on Board and Board committee matters so that the Chief Executive Officer, Mr. Orlich, can focus on Transatlantic’s operations and function as Transatlantic’s leader to its insurers, brokers and employees. Both the Board and management can then work together productively on strategic planning for Transatlantic.

Transatlantic’s By-laws permit the Board to determine the best leadership structure for Transatlantic from time to time and to choose whether to keep the roles of Chairman of the Board and Chief Executive Officer separate or combined. The By-laws provide that if the Chairman of the Board is an officer of Transatlantic, Transatlantic’s independent directors will elect, by majority vote, one independent director to be Transatlantic’s lead independent director, to serve as the leader of the independent directors.

Mr. Chippendale has advised the Board that PricewaterhouseCoopers LLP has in the past provided, and continues currently to provide him with personal tax services. The Board considered the tax services provided by PricewaterhouseCoopers LLP to Mr. Chippendale and concluded that the services provided do not impair Mr. Chippendale’s or PricewaterhouseCoopers LLP’s independence.

During 2010, Transatlantic Reinsurance Company (“TRC”), Transatlantic’s major operating subsidiary, was approached by an independent intermediary on behalf of Controlled Risk Insurance Company, Ltd. (“CRICO”) to participate in a competitive bidding process on a reinsurance program covering the Harvard University medical community’s physicians, institutions and employees. TRC conducted its normal underwriting review and bid on the program. TRC was selected as a reinsurer on the program and participates on the same terms as other reinsurers that are not affiliated with either CRICO or TRC. Mr. McCarthy serves as President of the Risk Management Foundation of the Harvard Medical Institutions, Inc. (“RMF”), which is an affiliate of CRICO. In addition, Mr. Bradley serves as a director, and Mr. Press serves as a non-director committee member, of RMF. After a thorough review of the underwriting process and program by the General Counsel’s office and upon the recommendation of the General Counsel, the Audit Committee reviewed and approved TRC’s participation in the program and, after further review, the Board also concluded that this transaction would not impair the independence of Messrs. McCarthy, Bradley or Press.

There were four regularly scheduled meetings of the Board and one special meeting of the Board during 2010. Additionally, during 2010 there were three Board consents and four Executive Committee consents. All of the directors attended at least 79 percent of the aggregate of all meetings of the Board and of the committees of the Board on which they served. Transatlantic does not require its directors to attend Annual Meetings of stockholders. Six of Transatlantic’s directors who are standing for re-election attended the Transatlantic 2010 Annual Meeting of Stockholders.

Transatlantic holds at least one regularly scheduled meeting each year of its non-management directors, and at least one regularly scheduled meeting of its independent directors, the presiding director at such meetings will be elected by such non-management or independent directors, respectively.

In order for the Board to satisfy its oversight responsibilities effectively, the Board seeks members who combine the highest standards of ethics, values and integrity with significant experience relevant to Transatlantic’s business and operations. Pursuant to Transatlantic’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee is responsible for recommending Board nominees for election for director, and the Board, based on the recommendations of the Nominating and Corporate Governance Committee, is responsible for selecting nominees for election. The Nominating and Corporate Governance Committee, among many factors, considers qualities of high personal and professional ethics, values and integrity. It also examines the skills, diversity, backgrounds and experience with business and other organizations of director nominees. Also, the Nominating and Corporate Governance Committee looks for candidates with the ability and willingness to commit adequate time to, as well as a commitment to representing the long-term interests of, Transatlantic. The Nominating and Corporate Governance Committee evaluates candidates on the basis of their qualifications and not on the basis of the manner in which they were submitted for consideration.

Although Transatlantic does not have a formal policy with respect to diversity, among the many factors that the Nominating and Corporate Governance Committee and the Board carefully consider, are the benefits to Transatlantic of a diversity of background, experiences, perspectives and skills in the composition of the Board. When considering whether the Board’s directors and nominees have the qualifications, attributes, skills and diversity of experience, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of Transatlantic’s business and structure, the Board focused primarily on the information discussed in each of the Board nominees’ biographical information set forth above. In particular, with regard to Mr. Bradley, the Board considered his academic experience at the Harvard Business School relating to his work as a professor of competitive and corporate strategy and his considerable experience as a director of public companies. As for Mr. Chippendale, the Board considered his insurance industry knowledge and his international experience, including his service as the Chairman of RBS Insurance Group, Ltd. With regard to Mr. Foos, the Board considered his extensive experience in and knowledge of accounting and finance, which includes service as the Chief Financial Officer of Independence Blue Cross in addition to his experience as a Partner with KPMG. As for Mr. McCarthy, the Board considered his expertise in risk management as well as his experience as a Chief Executive Officer of an insurance industry-related company. With regard to Mr. Orlich, the Board considered his extensive reinsurance background, experience and knowledge of the industry and his institutional knowledge of Transatlantic. As for Mr. Press, the Board considered his significant experience in asset management, which includes service as the Senior Vice President and Director of the Insurance Asset Management Group of Wellington Management Company, as well as his extensive board service and experience with both public and non-public entities. In addition, the Board considered the Board service of each individual director and each director’s valuable contributions to Transatlantic’s success.

The Board provides a process for stockholders and other interested parties to send communications to the Board or any of the directors. Stockholders and other interested parties may send written communications to the Board, or any of the individual directors, c/o the Corporate Secretary of the Company to Transatlantic

The Audit Committee, which held twelve meetings during 2010, assists the Board’s oversight of Transatlantic’s financial statements and Transatlantic’s compliance with legal and regulatory requirements, the qualifications and performance of Transatlantic’s independent registered public accounting firm and the performance of Transatlantic’s internal audit function. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of Transatlantic’s independent registered public accounting firm. A copy of the current Audit Committee charter is included as Appendix B to the 2011 definitive proxy statement filed on Schedule 14A. Messrs. Foos, McCarthy, Poutsiaka and Press served as members of the Audit Committee from January 1, 2010 through February 21, 2010. From February 22, 2010 through May 20, 2010 Messrs. Foos, McCarthy and Press served as members of the Audit Committee. From May 21, 2010 through December 31, 2010, Messrs. Foos, Jeffery and Press served as members of the Audit Committee. During 2010, Mr. Foos served as the Chairman of the Audit Committee. The Board has also determined that each member of the Audit Committee is “financially literate” within the meaning of the NYSE listing standards. Additionally, the Board has determined that Mr. Foos is an audit committee financial expert, as defined by SEC rules and has been designated as the Audit Committee financial expert. Also, on the recommendation of the Nominating and Corporate Governance Committee, the Board has determined that Mr. Foos has accounting or related financial management expertise, as defined by the NYSE listing standards.

The Nominating and Corporate Governance Committee met five times during 2010. The primary purposes of the Nominating and Corporate Governance Committee are to recommend individuals to the Board for nomination, election or appointment as members of the Board and its committees, to review on an ongoing basis the corporate governance principles and practices that should apply to Transatlantic and to review and make recommendations to the Board on director compensation. The Nominating and Corporate Governance Committee will consider nominees recommended by the stockholders. Stockholders may propose nominees for consideration by submitting names and supporting information to: Chairperson, Nominating and Corporate Governance Committee, c/o General Counsel, Transatlantic Holdings, Inc., 80 Pine Street, 7th Floor, New York, NY 10005. The Nominating and Corporate Governance Committee selects nominees for the Board who possess at a minimum the following qualifications: high personal and professional ethics, values and integrity; ability to work as part of an effective, collegial group; commitment to representing the long-term interests of Transatlantic; skill, diversity, background and experience with businesses and other organizations that the Board deems relevant; the individual’s experience interplays well with the experience of other Board members; and ability and willingness to commit adequate time to Transatlantic over an extended period of time. The Nominating and Corporate Governance Committee will evaluate stockholder nominees on the same basis as all other nominees. The members of the Nominating and Corporate Governance Committee during 2010 were Messrs. Chippendale, Foos, McCarthy and Poutsiaka from January 1, 2010 through February 21, 2010. From February 22, 2010 through May 20, 2010, Messrs. Chippendale, Foos and McCarthy served as members of the Nominating and Corporate Governance Committee. From May 21, 2010, through December 31, 2010, Messrs. Chippendale, Foos, McCarthy, Press and Tizzio served as members of the Nominating and Corporate Governance Committee. Mr. Poutsiaka served as Chairman of the Nominating and Corporate Governance Committee from January 1, 2010, through February 21, 2010. Mr. Foos served as Chairman of the Nominating and Corporate Governance Committee from February 22, 2010, through December 31, 2010.

The Compensation Committee, which held eight meetings during 2010, oversees the administration of Transatlantic’s salary and bonus compensation programs, establishes the compensation of the Chief Executive Officer and each Named Executive Officer and makes recommendations with respect to cash compensation programs applicable to senior executives and other employee compensation. The Compensation Committee also administers the Transatlantic Stock Option Plan, the Stock Incentive Plan, the Long-Term Equity Incentive Plan and the Transatlantic Partners and Senior Partners Plans and makes recommendations with respect to the long-term incentive compensation plans. Messrs. Chippendale, Poutsiaka and Press were members of the Compensation Committee from January 1, 2010 through February 21, 2010. From February 22, 2010 through May 20, 2010, Messrs. Chippendale, McCarthy and Press served as members of the Compensation Committee. From May 21, 2010, through December 31, 2010, Messrs. Bradley, Chippendale, McCarthy and Press served as members of the Compensation Committee. During 2010, Mr. Chippendale served as Chairman of the Compensation Committee.

No member of the Compensation Committee is a current officer or employee of the Company (or any of its subsidiaries) or was such an officer or employee at any time subsequent to June 1990, when the Company became a reporting company under the Exchange Act and no member of the Compensation Committee has any relationship with the Company requiring disclosure as a related party transaction. During 2010, none of Transatlantic’s executive officers served as a director of another entity, one of whose executive officers served on Transatlantic’s Compensation Committee; and none of Transatlantic’s executive officers served as a member of the Compensation Committee or equivalent committee of another entity, one of whose executive officers served as a member of the Board.

The principal function of the Executive Committee is to act for the Board between Board meetings. During 2010, Messrs. Orlich, Press and Tizzio served as members of the Executive Committee. There were four Executive Committee actions in 2010.

The Finance and Investment Committee, which oversees the financing and investment activities of Transatlantic and its subsidiaries, held eight meetings during 2010. Messrs. Foos, Poutsiaka and Press served as members of the Finance and Investment Committee from January 1, 2010 through February 21, 2010. From February 22, 2010 through May 20, 2010, Messrs. Chippendale, Foos and Press served as members of the Finance and Investment Committee. From May 21, 2010 through December 31, 2010, Messrs. Foos, Jeffery and Press served as members of the Finance and Investment Committee. During 2010, Mr. Press served as the Chairman of the Finance and Investment Committee.

The Risk Management Committee, which oversees the risk management of Transatlantic and its subsidiaries, held four meetings during 2010. Messrs. Chippendale, Foos, McCarthy, Orlich, Press and Tizzio served as members of the Risk Management Committee from January 1, 2010 through February 21, 2010. From February 22, 2010 through May 20, 2010, Messrs. Chippendale, McCarthy, Orlich, Press and Tizzio served as members of the Risk Management Committee. From May 21, 2010 through December 31, 2010, Messrs. Bradley, Chippendale, Foos, Jeffery, McCarthy, Orlich and Tizzio served as members of the Risk Management Committee. During 2010, Mr. McCarthy served as the Chairman of the Risk Management Committee.

The Underwriting Committee, which oversees the underwriting activities of Transatlantic and its subsidiaries, held three meetings during 2010. Messrs. Chippendale, McCarthy, Orlich and Tizzio served as members of the Underwriting Committee from January 1, 2010 through May 20, 2010. From May 21, 2010 through December 31, 2010, Messrs. Bradley, Chippendale, McCarthy, Orlich and Tizzio served as members

The Risk Management Committee oversees the development, administration, implementation and appropriateness of Transatlantic’s Enterprise Risk Management (“ERM”) framework. The ERM framework includes company policies and activities related to overall management of risks, including the establishment and maintenance of an effective risk management culture, pursuant to the business strategy and guidelines established by the Board across all areas of Transatlantic’s business worldwide. The Risk Management Committee reports to the Board at each of the Board’s meetings, or more frequently as necessary, to inform them of their discussions with Transatlantic’s Corporate Risk Management Committee and apprise the Board of any changes or developments to Transatlantic’s ERM framework. The Risk Management Committee is chaired by Mr. McCarthy.

Transatlantic’s risk management team is led by the Chief Risk Officer (“CRO”) who reports directly to the CEO who chairs a Corporate Risk Management Committee composed of executive officers including the CRO, Chief Financial Officer, Chief Information Officer, General Counsel, Chief Actuary, Senior Claims Executive in New York as well as the Chief Underwriting Officers for the Domestic Operations, International Operations and the Caribbean and Latin American Operations, among other officers. In all major branches, local risk committees meet quarterly to review the major risks of Transatlantic including regulatory, operational, credit and other financial risks. These committees include senior representatives from the finance and accounting, claims, actuarial, systems, legal and underwriting departments and report to the risk management department in New York. Transatlantic uses various tools including an employee code of conduct, mandatory ethics training, internal audit reviews and business continuity planning to mitigate its operational risks. Transatlantic is engaged in the continuous review and enhancement of its ERM framework, which includes the development of an economic capital model to assess the probability and potential severity of risk events and to determine the optimum risk adjusted profile for Transatlantic.

Related-Party Transactions Approval Policy. The Board, on the recommendation of the Nominating and Corporate Governance Committee, has adopted a written policy that contains the policies and procedures governing the review and approval of related-party transactions involving Transatlantic. The Board determined that the Audit Committee is the appropriate Committee to approve and ratify “Related-Party Transactions” (as defined in the policy).

Under the policy, any potential Related-Party Transaction will be analyzed by Transatlantic’s general counsel, in consultation with management and with outside counsel, as appropriate, to determine whether the transaction is a Related-Party Transaction. Related-Party Transactions will be brought to the Audit Committee for review and approval. The review of a Related-Party Transaction includes consideration of whether (i) the terms of the Related-Party Transaction are fair to Transatlantic and on terms at least as favorable as would apply if the other party was not or did not have an affiliation with a director, executive officer or employee of Transatlantic; (ii) there are demonstrable business reasons for Transatlantic to enter into the Related-Party Transaction; (iii) the Related-Party Transaction would impair the independence of a director; and (iv) the Related-Party Transaction would present an improper conflict of interests for any director, executive officer or employee of Transatlantic, taking into account the size of the transaction, the overall financial position of the director, executive officer or employee, the direct or indirect nature of the interest of the director, executive officer or employee in the transaction, the ongoing nature of any proposed relationship, and any other factors the Audit Committee or the Chairman of the Audit Committee deems relevant. After appropriate review, the Audit Committee will approve such Related-Party Transaction if it is consistent with the policy. In the event that Transatlantic becomes aware of a Related-Party Transaction that was not approved under this policy prior to consummation, such transaction will be reviewed in accordance with this policy as promptly as reasonably practicable. If it is not practical for the Audit Committee to wait until the next Audit Committee meeting to

For purposes of this policy, a “Related-Party Transaction” includes any (i) transaction or relationship directly or indirectly involving a director or executive officer that would need to be disclosed under Item 404(a) of Regulation S-K; (ii) transaction or relationship involving a director that is not deemed to be immaterial under Transatlantic’s Director Independence Standards as then in effect; (iii) material amendment or modification to an existing Related-Party Transaction; and (iv) transaction deemed by Transatlantic’s general counsel to be a Related-Party Transaction pursuant to the procedures under the policy. Notwithstanding the foregoing, the following shall not be Related-Party Transactions: (i) indemnification and advancement of expense payments made pursuant to Transatlantic’s Certificate of Incorporation or By-laws or pursuant to any agreement or instrument; or (ii) any transaction that involves the providing of compensation to a director or executive officer in connection with his or her duties to Transatlantic or any of its subsidiaries or affiliates, including the reimbursement of business and travel expenses incurred in the ordinary course.

The Related-Party Transactions Approval Policy is available on Transatlantic’s website at www.transre.com by following the links to Investor Information and then to the Governance Documents section.

Section 16(a) of the Exchange Act requires Transatlantic’s directors, executive officers and persons who beneficially own more than ten percent of a registered class of Transatlantic’s equity securities, to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of Transatlantic Common Shares. Directors, executive officers and greater than ten percent stockholders are required by SEC regulation to furnish Transatlantic with copies of all Section 16(a) forms they file. To Transatlantic’s knowledge, all Section 16(a) filing requirements applicable to its directors, executive officers and ten percent stockholders have been complied with, except for one filing for 1,552 Transatlantic Common Shares acquired by Mr. Bonny on January 27, 2010 (filed on March 25, 2011). In making these statements, Transatlantic has relied on written representations of its directors, executive officers and ten percent stockholders, and copies of reports that they have filed with the SEC.

Director compensation arrangements. Under the current director compensation structure, all directors, except those who are employees of Transatlantic, receive an annual retainer of $37,000 and a fee of $1,500 for each attended meeting of the Board or any committee of Transatlantic of which the director is a member, the Audit Committee Chairperson receives an additional retainer of $10,000, all other Committee Chairpersons receive an additional retainer of $5,000 and the Lead Independent Director, if any, will receive an additional retainer of $15,000. In addition, the non-executive Chairperson of the Board receives an additional fee of $127,000, and all non-management directors receive an annual grant of restricted stock units (“RSUs”) that vest ratably over a three-year period, but are not deliverable to the directors until such time as they retire or leave the Board. On May 20, 2010, following the 2010 annual meeting of stockholders at the regularly scheduled Board meeting, upon the recommendation of the Nominating and Corporate Governance Committee, the Board granted each non-management director 2,200 RSUs.

The following table contains information about the compensation of persons who served as non-management directors of Transatlantic in 2010.

The Director Stock and Option Awards Outstanding at December 31, 2010 table that follows provides additional detail regarding non-management directors’ outstanding equity-based awards.

American International Group, Inc. (“AIG”), a Delaware corporation, is a holding company which, through its subsidiaries, is engaged in a broad range of insurance and insurance-related activities in the United States and abroad. AIG’s primary activities include general insurance, life insurance and retirement services operations. Other significant activities include financial services and asset management.

Prior to June 10, 2009, AIG beneficially owned approximately 59% of the outstanding Transatlantic Common Shares. On June 10, 2009, AIG and American Home Assurance Company (“AHAC”), a wholly owned subsidiary of AIG, consummated a secondary public offering of 29.9 million issued and outstanding Transatlantic Common Shares owned by AIG and AHAC. On March 15, 2010, AIG and AHAC consummated another secondary public offering (the “Second Offering”) of 8.5 million Transatlantic Common Shares owned by AHAC. Transatlantic repurchased 2 million of Transatlantic Common Shares from AHAC in the Second Offering pursuant to a stock offering agreement for an aggregate purchase price of approximately $105 million. Transatlantic did not receive any proceeds from these secondary public offerings. Immediately following the Second Offering, AIG and its subsidiaries (the “AIG Group”), including AHAC, beneficially owned 725,969 Transatlantic Common Shares (excluding Transatlantic Common Shares held by certain mutual funds that are advised or managed by subsidiaries of AIG), representing approximately 1.1 percent of then outstanding Transatlantic Common Shares. As a result of its reduced ownership percentage, the AIG Group was no longer considered a related party after March 15, 2010.

In the normal course of business, Transatlantic sells reinsurance to subsidiaries of the AIG Group. Based upon Transatlantic’s assessment of risk selection, pricing, terms and conditions and other relevant factors, Transatlantic either accepts or rejects potential AIG Group business. Except where premiums assumed were insured by AIG subsidiaries as a result of Transatlantic’s marketing efforts and then ceded to Transatlantic by prearrangement, Transatlantic has generally not set terms and conditions as lead underwriter with respect to the treaty reinsurance purchased by the AIG Group; however, Transatlantic may in the future set terms and conditions with respect to such business as lead underwriter and intends that the terms and conditions of any such reinsurance will be negotiated on an arm’s length basis. Both the Underwriting and the Risk Management Committees of the Board of Directors of Transatlantic, which include at least one independent director of Transatlantic, monitor Transatlantic’s underwriting policies.

After March 15, 2010, the AIG Group ceased to be a related party of Transatlantic, as discussed above. Gross premiums written originated by the AIG Group and ceded to Transatlantic from contracts that were entered into while the AIG Group was a related party totaled approximately $196 million (4.8%), $263 million (6.3%) and $310 million (7.0%) in 2010, 2009 and 2008, respectively. These amounts exclude premiums assumed that initially were insured by AIG subsidiaries as a result of Transatlantic’s marketing efforts and then ceded to Transatlantic by prearrangement, amounts assumed from an AIG subsidiary and ceded in an equal amount to other AIG subsidiaries, and all premiums from contracts that were effective after March 15, 2010. Transatlantic has no goal with respect to the portion of AIG Group versus non-AIG Group business it accepts. Transatlantic’s objective in determining its business mix is to evaluate each underwriting opportunity individually with a view to maximizing overall underwriting results.

Transatlantic’s compensation decisions for 2010 reflect the overall performance of Transatlantic during 2010. Transatlantic’s net income for 2010 was $402.2 million or $6.19 per diluted share compared to $477.7 million or $7.15 per diluted share for 2009. For the annual period of 2010 and for the twenty-first straight year since Transatlantic became a public company, Transatlantic reported positive net income. Book value increased by 13.3 percent during 2010 and operating return on equity was 9.2 percent. Net operating cash flow for the year was $1.06 billion in 2010. In addition to the financial highlights listed above, management accomplished a number of other strategic objectives during 2010. In March 2010, the Company completed a secondary offering in which AIG sold its remaining Transatlantic Common Shares, reducing AIG’s share ownership from approximately 13.9% to 1%. Management established Calpe Insurance Company, Ltd. in Gibraltar to take advantage of favorable business opportunities in Europe and completed an acquisition of a Lloyd’s member to allow Transatlantic to make strategic investments within Lloyd’s. Transatlantic also opened an office in Bermuda in order to better participate in that important reinsurance marketplace.

Consistent with the Committee’s philosophy that a significant portion of senior executive compensation should be performance based, the Committee established performance criteria on Transatlantic’s performance for all of the performance based compensation plans in the first quarter of 2010.

Transatlantic’s performance-driven compensation framework is designed to attract, motivate and retain key executives. The Committee’s philosophy for achieving these goals was to:

•  Emphasize “at risk” elements of compensation through the use of awards that will have value only if Transatlantic produces a threshold level of financial performance and stockholder returns during current and subsequent performance periods.

•  Foster an owner/management culture through a partnership compensation approach that recognizes career milestones and promotes senior management accountability for a variety of company-wide strategic goals.

•  Align the long-term economic interests of key executives with those of stockholders by providing a substantial component of each key executive’s compensation in the form of long-term equity incentives.

•  Centralize administration and control over individual compensation components.

The nature of Transatlantic’s business requires its compensation programs to take a balanced approach to short-term and long-term performance and to different types of long-term performance due to the volatility inherent in Transatlantic’s reinsurance business. Transatlantic’s compensation framework for the executives named in the Summary Compensation Table (the “named executives”) previously used three performance-based components and time-vested equity awards to emphasize the mix of performance measures that Transatlantic believes need to be addressed to deliver stockholder value: (i) annual performance-based cash bonuses, (ii) time-vested equity and option awards, (iii) performance-based restricted stock units (“Performance RSUs”) under the Transatlantic Partners Plan and (iv) Senior Performance RSUs under the Transatlantic Senior Partners Plan. The primary elements of performance rewarded by these components were:

•  Earnings per share, adjusted combined ratio and net written premium volume are yearly financial metrics considered in awarding the annual cash bonuses to senior executives. The annual cash bonuses are also affected by company performance against non-financial strategic and operational goals.

•  Growth in adjusted book value per share is the performance measure used to determine the number of Performance RSUs earned under the Partners Plan measured over two-year periods and the number of Senior Performance RSUs under the Senior Partners Plan measured over three-year periods.

•  The market price of Transatlantic Common Stock determines the value of option and time-vested RSU awards and affects the value of Performance RSUs earned under the Partners and Senior Partners Plans.

In 2010, the three long-term components (time-vested equity awards, Partners Plan Performance RSUs and Senior Partners Plan Performance RSUs) provided a hierarchy of reward opportunities that match key points in career achievements and performance, with executives being awarded on the basis of performance time-vested equity-based awards at a base level, next with “Partners” being awarded Partners Plan Performance RSUs and, lastly at the highest level with select key executives awarded Senior Partners Plan Performance RSUs. In 2010, approximately 211 of our approximately 640 employees received time-vested equity grants, 55 participated in the Partners Plan and 7 executive officers, including all of the named executive officers, participated in the Senior Partners Plan.

The three long-term components also utilize different weightings of adjusted book value and share price performance. The value of option and time-vested RSU awards is entirely dependent on the market price of Transatlantic Common Stock. The value ultimately realized from an award under the Partners and Senior Partners Plans depends on both Transatlantic’s financial performance (which determines the number of Performance RSUs earned) and the market price of Transatlantic Common Stock (which determines the value of each Performance RSU earned under the plans).

Transatlantic’s compensation framework is consistent with our compensation objectives. First, it is designed so that Transatlantic’s Partners and Senior Partners are incentivized to achieve a targeted level of compound annual growth in the book value per share of Transatlantic Common Stock to earn a portion of their long-term awards. Second, multiple performance goals provide a balance of financial and market incentives covering annual, mid-term and long-term measurement periods.

Stockholder-approved 2009 Long Term Equity Incentive Plan maximizes deductibility of long-term executive compensation. Section 162(m) of the Internal Revenue Code permits companies to deduct amounts in excess of $1 million paid in any year to the CEO and three other most highly compensated officers (other than the chief financial officer who is not subject to these rules) provided certain requirements are met. The 2009 Long Term Equity Incentive Plan adopted in 2009 allows Transatlantic to maximize the deductibility of long-term, performance-based, compensation awards under the plan as well as under the Partners and Senior Partners plans.

Executive Bonus Plan rewards executives based on key performance measures. Under the Transatlantic Executive Bonus Plan (“EBP”), each participating executive’s target for an annual cash bonus is established by the Committee based on analysis of our market competitors and each executive’s experience, responsibilities and goals. This targeted value is expressed as a specified percentage of the executive’s salary. The level of the annual cash bonus payout is then determined based on a combination of performance against pre-determined performance goals, including Transatlantic’s earnings per share, adjusted combined ratio and net premiums written for the year. The EBP currently provides that cash bonuses may be treated as performance-based under Section 162(m) of the Internal Revenue Code and thus are not limited as to deductibility under the Code.

Transatlantic divides compensation components into two general categories: direct compensation and indirect compensation. For the named executives, these components were:

The Committee made compensation decisions for 2010 during the first quarters of 2010 and 2011. During the first quarter of 2010, the Committee made year-end compensation decisions for bonuses and equity plan participations for the named executives for year-end 2009 as well as setting the performance metrics and bonus targets of compensation plans for 2010. During the first quarter of 2011, the Committee made year-end compensation decisions for bonuses and equity plan participations for the named executives for year-end 2010, made changes to the 2010 compensation components and set the performance metrics and bonus targets of compensation plans for 2011. In the future, the Committee expects to make most compensation decisions for senior executives, including the named executives, in the fourth quarter of the year. For a discussion of the Committee’s changes to the 2010 compensation components and the performance metrics and bonus targets of compensation plans for 2011, see “Compensation Components for 2011” below.

Base salary. Transatlantic’s executives, including the named executives, receive a competitive portion of their overall compensation as base salary. The Committee intends to pay base salary at a reasonable range above the market median (described in more detail below), based on demonstrated performance, responsibilities, and individual experience.

Cash bonus. Annual cash bonuses are intended to reward participants for individual, business unit and overall Transatlantic performance during the year. The bonus paid to each participant is generally based on Transatlantic’s overall performance for the year, individual performance and an assessment of the business unit’s performance taking into account the individual’s bonus level as established by the Committee.

Time-vested grants of RSUs. Transatlantic provides a portion of long-term equity-based compensation through time-vested equity grants to key employees. For 2010, the Committee granted time-vested RSUs under Transatlantic’s 2009 Long Term Equity Incentive Plan rather than stock options to all officers including the named executive officers. The Committee agreed that the continued use of RSUs was appropriate for the senior most executives, including the named executive officers, because competitive market conditions indicated a move towards the use of RSUs and away from stock options and because RSUs align executives’ interests with those of stockholders. RSUs, similar to options, increase in value if the market price of the stock appreciates and decline in value if the market price of the stock depreciates, providing an additional performance component that is aligned with Transatlantic stock performance.

The Committee met during the first quarter of 2010 and made its year-end determinations with regard to time-vested equity based awards for Transatlantic’s executives and officers, including the named executive officers. The authority to grant equity-based awards has not been delegated outside of the Committee.

Performance RSUs granted under the Partners Plan. Consistent with the Committee’s compensation framework to align the long-term economic interests of key executives with those of stockholders, the Committee grants Performance RSUs to participants in the Partners Plan. Under the Partners Plan, the number of Performance RSUs earned by a Partner will depend on the cumulative growth in adjusted book value, as defined under the plan, per share of Transatlantic Common Stock over a two-year performance period and will range from 0 to 150 percent of each Partner’s “target” award. The Committee has determined that the use of the growth in adjusted book value per share metric aligns executive and stockholder interests. Grants of Performance RSUs under the Partners Plan do not guarantee that compensation will be earned. Performance RSUs will be forfeited and no Transatlantic Common Shares earned if the growth in Transatlantic’s adjusted book value falls below a minimum “threshold” level over a two-year performance period. 25 percent of Performance RSUs granted will be earned if performance is at the “threshold” level, 100 percent will be earned if performance is at the “target” level of performance and 150 percent will be earned if performance is at or above the “maximum” level, with amounts determined on a straight-line basis between “threshold,” “target” and “maximum” levels.

In establishing performance goals for earning Performance RSUs for the 2010-2011 performance period (2010 Performance RSUs), Transatlantic management recommended that “target” levels be long-term in nature and set at high levels, with the expectation that once established, such “target” levels would change infrequently rather than on a regular basis. With this expectation in mind, and considering the volatility inherent in Transatlantic’s business associated with catastrophe exposures, the Committee established a target performance measure of

Vesting. 2008, 2009 and 2010 Performance RSUs earned under the Partners Plan at the end of each two-year performance period will be converted to time-vested RSUs and will vest in two equal installments promptly after the third and fourth anniversaries of the first day of the performance period. Any unvested Performance RSUs generally will be forfeited if the participant ceases employment with Transatlantic.

Senior Performance RSUs granted under the Senior Partners Plan. Consistent with the Committee’s compensation framework to align the long-term economic interests of key executives with those of stockholders, the Committee grants Senior Performance RSUs to participants in the Senior Partners Plan. Under the Senior Partners Plan, the number of Senior Performance RSUs earned by a Senior Partner will depend on the cumulative growth in adjusted book value, as defined under the plan, per share of Transatlantic Common Stock over a three-year performance period and will range from 0 to 200 percent of each Senior Partner’s “target” award. The Committee has determined that the use of the growth in adjusted book value per share metric aligns executive and stockholder interests. Grants of Senior Performance RSUs under the Senior Partners Plan do not guarantee that compensation will be earned. Senior Performance RSUs will be forfeited and no Transatlantic Common Shares earned if the growth in Transatlantic’s adjusted book value falls below a minimum “threshold” level over a three-year performance period. 25 percent of Senior Performance RSUs granted will be earned if performance is at the “threshold” level, 100 percent will be earned if performance is at the “target” level of performance and 200 percent will be earned if performance is at or above the “maximum” level, with amounts determined on a straight-line basis between “threshold,” “target” and “maximum” levels.

In establishing performance goals for earning Senior Performance RSUs for the 2010-2012 performance period (2010 Senior Performance RSUs), Transatlantic management recommended that “target” levels be long-term in nature and set at high levels, with the expectation that once established, such “target” levels would change infrequently rather than on a regular basis. With this expectation in mind, and considering the volatility inherent in Transatlantic’s business associated with catastrophe exposures, the Committee again established a target performance measure of 25.97 percent growth in Transatlantic’s adjusted book value per share over the 2010-2012 performance period. Targets are disclosed in this proxy statement in the limited context of Transatlantic’s compensation programs and should not be understood to be estimates of future results or other guidance. Transatlantic specifically cautions investors not to apply these targets to other contexts. For a discussion of the Committee’s assessment of management’s performance in 2010 and the Performance RSUs earned for the 2008-2010 performance period, see “Compensation Decisions for 2010” below.

Vesting.  2008, 2009 and 2010 Senior Performance RSUs earned under the Senior Partners Plan at the end of each three-year performance period will be converted to time-vested RSUs and will vest in two equal installments promptly after the third and fourth anniversaries of the first day of the performance period. Any unvested Senior Performance RSUs generally will be forfeited if the participant ceases employment with Transatlantic.

Retirement benefits. Transatlantic provides its eligible employees, including its named executives, with a number of retirement plans, including traditional pension plans (defined benefit plans) and individual account plans (defined contribution plans), such as a 401(k) plan.

Defined benefit plans. In 2009, Transatlantic’s domestic employees continued to participate in AIG’s defined benefit plans which include a tax-qualified pension plan and an Excess Retirement Income Plan (“ERIP”). Each of these plans provides for a yearly benefit based on years of service and the executive’s salary over a three-year period. The ERIP is designed to pay the portion of the benefit under the tax-qualified plan that is not payable under that plan due to restrictions imposed by the Internal Revenue Code. Effective January 1, 2010, Transatlantic ceased

Defined contribution plans. On January 1, 2009, Transatlantic established the Transatlantic defined contribution plan (401(k) plan). All regular domestic employees of Transatlantic are eligible to participate in the Transatlantic plan. Transatlantic matches participant contributions to the 401(k) plan based on an employee’s completed years of service up to applicable limits imposed by the Internal Revenue Code. Effective January 1, 2010, Transatlantic established a new tax-qualified defined contribution plan and related nonqualified excess plan that provide contributions for periods after December 31, 2009 that are intended to be of comparable economic value to the annual accruals previously provided to Transatlantic participants under the tax-qualified AIG defined benefit plan and the ERIP.

These plans and their benefits are described in greater detail in “Post Employment Compensation—Pension Benefits.” Transatlantic believes that these plans provide substantial retention and competitive advantages. In certain foreign jurisdictions, Transatlantic may provide a defined benefit plan, a defined contribution plan or alternative contribution plan, or may participate in government approved or regulated plans.

Mr. Bonny along with all employees in Transatlantic’s London office participated in the TRC Group Self Invested Personal Pension (“TRC Group SIPP”) throughout 2010, as described in greater detail in “Post-Employment Compensation—Pension Benefits.”

Perquisites. To facilitate the performance of executives’ management responsibilities and as part of a comprehensive compensation package, Transatlantic provides certain key executives and other senior officers with automobile allowances, housing allowances and club and gym memberships.

Transatlantic does not provide any tax reimbursements or gross-ups in connection with taxable perquisites.

Transatlantic believes the perquisites are reasonable in comparison to those typically provided by peer companies and that perquisites constitute a minor component of total compensation for each named executive.

Other employee benefits. Transatlantic executives participate in the same broad-based health, life and disability benefit programs as other Transatlantic employees.

Termination benefits and policies. As discussed below, Transatlantic provides severance benefits to a select group of executives who participate in the Transatlantic Partners and Senior Partners plans, including the named executives. Transatlantic believes severance benefits provide substantial retention and competitive advantages and financial security, and are part of a competitive comprehensive compensation package.

Transatlantic has generally not entered into employment agreements with its senior most executives and none of the named executives currently have employment agreements other than a 2005 Long-Term Cash Award Agreement entered into with Mr. Orlich.

In 2008, the Board adopted the Transatlantic Executive Severance Plan (“Transatlantic ESP”). Under the Transatlantic ESP, severance protection is provided to the named executives who all participate in the Partners and Senior Partners Plans. In addition, during the time period in which severance is being paid, the named executives will be entitled to medical benefits plan coverage, additional vesting in the retiree health plan, additional non-qualified pension credits, and continued life insurance and retiree health benefits. For a further discussion of this plan and amounts that would have been payable under the Transatlantic ESP had a named executive officer been terminated on December 31, 2010, see “Quantification of Termination Payments and Benefits” below.

Termination and retirement provisions in long-term awards. Transatlantic does not provide any severance protection within the Transatlantic long-term compensation plans in which executives and employees participate. As a result, unvested equity-based awards, and awards under the Partners Plan and the Senior Partners Plan

Transatlantic’s normal retirement age is 65. For executives who retire after reaching normal retirement age, time-vested equity-based awards will generally vest upon retirement. For executives who retire during a performance period under the Partners Plan or the Senior Partners Plan, a pro-rated portion of the award that is ultimately earned will vest at the end of the performance period.

Change-in-control benefits. In 2008, the Compensation Committee and the Board, after considering the possibility of a change-in-control at Transatlantic at the time, the Committee decided that an important tool to retain its key employees and promote stability was to provide a change-in-control trigger in certain of its equity plans. The Committee and the Board decided to amend the 2003 Stock Incentive Plan and the Partners and Senior Partners Plans to include a change-in-control provision that utilizes a dual trigger.

Under the change-in-control provision, in addition to a change-in-control taking place at the Company level, the employee must also be terminated without “Cause” or leave for “Good Reason” as defined under the plans, in order for the provision to provide for the acceleration of vesting of an RSU or a Performance RSU. This change-in-control provision was also included in the 2009 Long Term Equity Incentive Plan.

Stock ownership guidelines. Transatlantic does not have formal stock ownership guidelines. In light of the structure of Transatlantic’s former compensation arrangements, the Company believes that the named executives generally have interests in non-transferable Transatlantic stock that Transatlantic considers appropriate for an executive of their level.

Adjustment or recovery of awards upon restatement of financial results. Transatlantic’s compensation framework reserves discretion for the Committee to adjust earned compensation for a restatement of financial results. Under both the Partners and Senior Partners Plans, the Committee has the power to decrease the number of a participant’s Performance RSUs that were granted or are outstanding for a performance period in addition to the authority to make non-uniform adjustments among executives and officers.

The Compensation Committee determines the compensation of our CEO, Mr. Orlich, and the Board approves or ratifies the amounts to be paid to him. The Committee also reviews and approves, and the Board ratifies, the compensation of the other named executives, taking into account Mr. Orlich’s recommendations. The Committee also makes recommendations to the Board with respect to Transatlantic’s compensation programs for executives and other employees and coordinates with the Nominating and Corporate Governance Committee in overseeing Transatlantic’s management development and succession planning programs.

Use of compensation consultant. The Committee made compensation decisions for 2010 during the first quarters of 2010 and 2011. During the first quarter of 2010, Transatlantic used the services of a compensation consulting firm, Watson Wyatt Worldwide, Inc. (“Watson Wyatt”) to provide advice regarding the Committee’s year-end compensation decisions for bonuses and equity plan participations for the named executives for year-end 2009 and for performance metrics and bonus targets of compensation plans for 2010. Transatlantic used the services of Watson Wyatt from 2005 until 2011. On January 1, 2010, Watson Wyatt and Towers, Perrin, Forster & Crosby, Inc. (“Towers Perrin”) merged to form Towers Watson & Co. (“Towers Watson”). In the past, prior to the merger, Watson Wyatt provided compensation consulting services to Transatlantic , while Towers Perrin, as an entity unrelated to Watson Wyatt, provided brokerage and actuarial services to Transatlantic . Following the merger, based on Transatlantic’s historical relationship working with Watson Wyatt and Towers Perrin as separate entities,

During the third quarter of 2010, the Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as a compensation consultant reporting directly to the Committee to provide advice regarding the Committee’s year-end compensation decisions for bonuses and equity plan participations for the named executives for year-end 2010 and for performance metrics and bonus targets of compensation plans for 2011. Total fees paid to FW Cook for executive compensation consulting services in 2010 were $0 and in the first quarter of 2011 were $139,277.

Consideration of competitive compensation levels. In reviewing compensation decisions over the year and in making decisions about the compensation of the named executives, the Committee is provided with competitive market information. As a general matter, the Committee intends to position salary, annual cash-based compensation and annual equity-based compensation at a reasonable range above the market median for both retention and incentive purposes.

Transatlantic currently uses a peer group of reinsurance and insurance companies to measure its performance against for compensation purposes. The group of reinsurance and insurance companies is listed below:

The Committee believes this peer group provides an appropriate basis for comparison in the reinsurance and insurance industry with respect to both overall business and executive talent since Transatlantic competes with these companies within the reinsurance industry.

Consideration of prior years’ compensation. Although the named executives’ prior levels of participation in Transatlantic’s compensation plans are considered in determining their ongoing levels of participation, the cumulative amounts realizable from prior years’ equity-based awards generally (including market return on equity-based awards) are not considered in determining the amount or the elements of current year compensation. The Committee and Transatlantic management believe that this approach is most consistent with the goal of motivating strong performance in each subsequent year by enabling executives to continue to earn competitive compensation in exchange for achievement of annual and long-term financial and market goals.

The Committee made compensation decisions for 2010 during the first quarters of 2010 and 2011. During the first quarter of 2010, the Committee made year-end compensation decisions for bonuses and equity plan participations for the named executives for year-end 2009 as well as setting the performance metrics and bonus targets of compensation plans for 2010. During the first quarter of 2011, the Committee made year-end compensation decisions for bonuses and equity plan participations for the named executives for year-end 2010 as well as setting the performance metrics and bonus targets of compensation plans for 2011. In the future, the Committee expects to transition to making most compensation decisions for the named executives in the fourth quarter of the year.

Performance objectives. Based on analysis of Transatlantic’s and the peer group’s historical performance and recommendations from Mr. Orlich, the Committee established annual performance objectives for 2010 for the EBP, Partners Plan and the Senior Partners Plan in the first quarter of 2010. The objectives pertained to financial performance (based on net written premiums, earnings per share, adjusted combined ratio taking into account the volatility with regard to catastrophe losses and growth in adjusted book value), implementation of business strategy and organization management. The Committee established a formula for evaluating financial performance and the objectives were weighted. The Committee retained the discretion to adjust bonus amounts after evaluating Transatlantic’s overall performance concluding that Transatlantic would be best served by this approach.

In addition, in the first quarter of 2010 the Committee established an annual bonus target under the EBP for each named executive officer based on a total bonus level intended to be comparable to the peer group described above. The Committee set the CEO’s target bonus equal to 150 percent of the CEO’s annual salary, set each named executive officer’s target bonus equal to 100 percent of the named executive officer’s annual salary and set a maximum for each named executive officer’s bonus award at 200 percent of the targeted level. Under the EBP, Transatlantic’s overall performance was measured against three targeted performance objectives: net written premiums, earnings per share and adjusted combined ratio. The Committee set the relative percentage of each metric equal to the following: net written premium accounted for ten percent; earnings per share accounted for thirty percent and adjusted combined ratio accounted for sixty percent of the target bonuses for the named executive officers. The Committee believes the use of net written premium accounting for ten percent makes a portion, but not an outsized portion, of the performance objectives based on growth. The use of earnings per share for thirty percent aligns the named executives’ incentives with stockholder interests. Lastly, the use of adjusted combined ratio incentivizes profitable underwriting and balances the performance objective based on growth. The Committee also determined the named executives’ annual bonus amounts at year-end based on Transatlantic’s overall results relative to current year’s performance objectives, market conditions, such as the level of catastrophe events as well as competitive conditions in the market for qualified executives, and performance of competitors.

In March 2011, the Committee reviewed the 2010 year-end results and compared them to the metrics set for the EBP. For 2010, the Committee had set a target range of $3.8 billion to $4.2 billion for net written premiums, a target of $4.59 for earnings per share and a target of 99.10 percent for adjusted combined ratio. The adjustment to the combined ratio metric was designed to smooth the volatility associated with property catastrophe costs that can have an outsized impact on the overall level of bonuses. This combined ratio metric is balanced by the earnings per share metric which includes the full impact of catastrophe costs each year. This design is intended to reflect the mix of business the company writes and to provide a consistent measure of Transatlantic’s performance between years.

Based on the operating results of Transatlantic for 2010 under the EBP, Transatlantic was able to realize a bonus level equal to 190 percent of the targeted bonuses for the named executive officers. This was achieved by virtue of Transatlantic reaching the target level range for the net written premiums metric with $3.88 billion of net written premiums, which added 10 percentage points to the bonus level; exceeding the target level range (and reaching the maximum level) for the earnings per share metric with earnings per share at $6.19, which added 60 percentage points to the bonus level; and exceeding the target level range (and reaching the maximum level) for the adjusted combined ratio metric with an adjusted combined ratio of 95.3 percent, which added 120 percentage points to the bonus level. After a review of Transatlantic’s results for 2010 against the metrics set in the first quarter of 2010, and taking into account named executives’ performance in reaching a number of non-financial strategic objectives as well as a comparison to the results achieved in 2009, the Committee considered the recommendations

In addition, at the March 2011 meeting, the Committee granted time vested RSUs, performance-based cash awards and Performance RSUs for its Partners Plan for 2011, and considered 2011 base salaries for the named executives based on its review of Transatlantic’s 2010 financial results. Decisions regarding the named executives were ratified by consent of the Board. The Committee concluded that the named executives performed well in 2010 when measured against both the financial and non-financial objectives. The Committee took into account Transatlantic’s financial results as measured against the financial metrics set in the first quarter of 2010 as well as the non-financial objectives achieved including the completion of the secondary offering that reduced AIG’s ownership to approximately 1%, establishing Calpe Insurance Company, Ltd. in Gibraltar, the acquisition of a Lloyds name and the establishment of a strategic office in Bermuda. For a discussion of the Committee’s changes to the 2010 compensation components and the performance metrics and bonus targets of compensation plans for 2011, see “Compensation Components for 2011” below.

Base salary. For 2010, base salaries remained largely unchanged except Mr. Sapnar’s base salary was increased, reflecting his continuing increased role in senior management.

Cash bonuses. Based on Transatlantic’s results in 2010 as discussed above and following a thorough review process, the Committee determined that the named executives performed well in 2010 as described in the paragraph above. The Committee also considered Transatlantic’s performance compared against the peer group of companies as well as the overall compensation of the named executives and decided to grant bonuses at a reduced level equal to approximately 123 percent of Mr. Orlich’s target bonus and 160 percent of each of the other named executive’s target bonus.

Time-vested grants of RSUs. In March 2011, as a result of changes made to the compensation program, the Committee did not grant Mr. Orlich an RSU award and the dollar value of RSU awards for all of the named executives decreased from the dollar value of 2010 RSU awards.

Performance RSUs earned under the Partners Plan. As a result of Transatlantic’s performance for the 2009-2010 performance period, 2009 Performance RSUs were earned at 150 percent for all participants of the Partners Plan, including the named executives. Over the 2009-2010 performance period the growth in Transatlantic’s adjusted book value per share equaled 31.3 percent as compared to the target of 14.49 percent. The earned Performance RSUs vest in two equal installments in January of 2011 and 2012.

Senior Performance RSUs granted under the Senior Partners Plan. As a result of the performance for the 2008-2010 performance period, 2008 Senior Performance RSUs were earned at 161.49 percent for the named executive officers, who were the only participants in the 2008 Senior Partners Plan. Over the 2008-2010 performance period the growth in Transatlantic’s adjusted book value per share equaled 34.78 percent as compared to the target of 25.97 percent. The earned Senior Performance RSUs vest in two equal installments in January of 2011 and 2012.

The Committee met during the first quarter of 2011 and made changes to compensation components and plans and set the performance metrics and bonus targets of compensation plans for 2011.

Base salary. The Committee considered salary levels of the named executive officers at year-end. For 2011, base salaries remained unchanged except each of Mr. Bonny’s and Mr. Sapnar’s base salary was modestly increased reflecting their responsibilities and demonstrated performance.

Cash bonus. For 2011, the Committee requested that FW Cook undertake a complete review of the executive compensation program and to present its findings and recommendations to the Committee. After an extensive review, FW Cook recommended changes to the executive compensation program including the EBP. The changes

Performance RSUs granted under the Partners Plan. The Committee determined that the Performance RSUs granted under the Partners Plan has served the Company well in emphasizing and incentivizing management to seek long-term growth as a goal. The Committee continues to believe that a performance based long-term incentive plan that focuses on the growth in adjusted book value over a performance period of several years properly aligns management and shareholders’ interests. The Committee took into account several recommendations from FW Cook in modifying the program into a simpler and more straightforward compensation program. Based on FW Cook’s recommendation, the Committee decided to discontinue new grants under the Senior Partners Plan for 2011 and beyond and changed the performance period for the Partners Plan from two years to three years. In addition, the Committee altered the vesting period for the Partners Plan from pro rata vesting of 50% after the third year and 50% after the fourth year to vesting of 100% after the third year. Finally, the Committee adjusted the target for adjusted growth in book value from 14.49% over a two year performance period to 29.5% over a three-year performance period. All of the named executive officers participate in the Partners Plan.

Performance based long-term cash awards. The Committee determined, taking into account the recommendation of FW Cook, to establish a performance based long-term cash award for senior executives including the named executive offers. The performance based long-term cash awards operate similar to the Partners Plan with the exception that awards are grants of cash awards, instead of RSUs, and are to settle in cash, instead of vest as stock. The metric for the performance based long-term cash awards is the same as the growth in adjusted book value metric used for the Partners Plan performance RSUs with a payout of 25% of target if the threshold is achieved, 100% of target if the target is achieved and 150% of target if the maximum level of performance is achieved.

The following supplemental table shows the year-end compensation decisions made by the Committee in the first quarter of 2011 based on 2010 year-end performance, and in the first quarter of 2010 based on 2009 year-end performance, for each component awarded to the named executives. This table differs substantially from the Summary Compensation Table required by the Securities and Exchange Commission and is not meant to be a substitute for that table.

Transatlantic’s compensation framework is designed to retain and motivate senior executives and to reward them for individual and Transatlantic performance. Transatlantic believes that the overall framework accomplished these objectives during 2010 and that Transatlantic’s compensation framework will continue to reinforce the alignment of employee and stockholder interests in the years to come and provide a basis for evaluating management’s performance against the challenges of 2011.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into Transatlantic’s Annual Report on Form 10-K for the year ended December 31, 2010.

The Board has reviewed Transatlantic’s compensation programs and policies for all employees with Transatlantic’s management and compensation consultants who provide compensation consulting advice with regard to whether such programs and policies create risks that are reasonably likely to have a material adverse affect on Transatlantic. The Board believes that:

•    Transatlantic’s compensation program is balanced among base salary, annual bonus and long-term equity and uses multiple performance metrics (as described in Compensation Discussion and Analysis below), and does not rely exclusively on formulaic approaches to Transatlantic’s compensation plans;

•    Transatlantic’s compensation programs provide for a reduction in compensation if financial results do not meet Transatlantic’s expectations; and

•    Transatlantic’s stock incentives also seek to align the long-term interests of Transatlantic employees with those of Transatlantic stockholders.

The following table contains information about Transatlantic’s Chief Executive Officer, Chief Financial Officer and three other most highly paid executive officers. See the Compensation Discussion and Analysis for additional detail regarding the Committee’s compensation philosophy, practices and 2010 compensation decisions.