OPL Reinsurance

Organization and ownership

Overseas Partners Ltd. (“OPL” or the “Company”) was organized as a corporation under the laws of Bermuda in 1983 as a subsidiary of United Parcel Service of America, Inc. (“UPS”). On December 31, 1983, OPL ceased to be a subsidiary of UPS when UPS paid a special dividend to its shareowners of one share of our Common Stock for each UPS share owned.

We currently have approximately 98,000 shareholders, all of whom are current or former employees of OPL or UPS (or family members or trusts to which such current or former employees have transferred their shares). The Company's stock is not, and has never been, listed or traded on any securities exchange.

Operating History

OPL was originally formed to provide reinsurance against loss or damage to packages carried by UPS (the “shipper’s risk business”) and later diversified into other lines of reinsurance business as well as real estate ownership and management.

The shipper’s risk business remained our largest single reinsurance program until it was cancelled effective October 1, 1999. The shipper’s risk business was significant, not only because of the magnitude of the underwriting income that it generated, but also because its unique characteristics influenced our strategic and operational decision making. Our long-term investment philosophy, our underwriting risk tolerance and our real estate diversification were all functions of the profitability, stability and liquidity of the shipper’s risk business as were our dividend and share repurchase programs.

Run Off Operations

After the cancellation of the shipper’s risk business, it became more difficult to satisfy our shareowners’ desire for liquidity through the dividend and share repurchase programs while also meeting the Company’s capital needs to grow and compete effectively in the reinsurance market. As such, following a review of strategic alternatives, we decided to cease writing new reinsurance business and to begin an orderly runoff of the Company’s operations, effective February 13, 2002.
Our operational focus since entering runoff has been to (i) preserve our capital base through various risk management initiatives and cost control; (ii) actively manage and negotiate early settlement of our reinsurance liabilities and real estate debt; (iii) seek opportunistic sales of our real estate assets and reinsurance subsidiaries; and (iv) prudently return capital to our shareowners over time.

Our runoff activities, including the resulting sales of all of our real estate assets and operating subsidiaries, freed up significant amounts of excess capital, which we have been distributing to shareholders with the approval of our insurance regulator in Bermuda, the Bermuda Monetary Authority. Since going into runoff we have made five liquidating distributions to shareholders, totaling approximately $1.2 billion, equivalent to $9.90 per share.

Overseas Partners Ltd and Subsidiaries Code of Business Conduct and Ethics

02/03/2006

	Organization and ownership Overseas Partners Ltd. (“OPL” or the “Company”) was organized as a corporation under the laws of Bermuda in 1983 as a subsidiary of United Parcel Service of America, Inc. (“UPS”). On December 31, 1983, OPL ceased to be a subsidiary of UPS when UPS paid a special dividend to its shareowners of one share of our Common Stock for each UPS share owned. We currently have approximately 98,000 shareholders, all of whom are current or former employees of OPL or UPS (or family members or trusts to which such current or former employees have transferred their shares). The Company's stock is not, and has never been, listed or traded on any securities exchange. Operating History OPL was originally formed to provide reinsurance against loss or damage to packages carried by UPS (the “shipper’s risk business”) and later diversified into other lines of reinsurance business as well as real estate ownership and management. The shipper’s risk business remained our largest single reinsurance program until it was cancelled effective October 1, 1999. The shipper’s risk business was significant, not only because of the magnitude of the underwriting income that it generated, but also because its unique characteristics influenced our strategic and operational decision making. Our long-term investment philosophy, our underwriting risk tolerance and our real estate diversification were all functions of the profitability, stability and liquidity of the shipper’s risk business as were our dividend and share repurchase programs. Run Off Operations After the cancellation of the shipper’s risk business, it became more difficult to satisfy our shareowners’ desire for liquidity through the dividend and share repurchase programs while also meeting the Company’s capital needs to grow and compete effectively in the reinsurance market. As such, following a review of strategic alternatives, we decided to cease writing new reinsurance business and to begin an orderly runoff of the Company’s operations, effective February 13, 2002. Our operational focus since entering runoff has been to (i) preserve our capital base through various risk management initiatives and cost control; (ii) actively manage and negotiate early settlement of our reinsurance liabilities and real estate debt; (iii) seek opportunistic sales of our real estate assets and reinsurance subsidiaries; and (iv) prudently return capital to our shareowners over time. Our runoff activities, including the resulting sales of all of our real estate assets and operating subsidiaries, freed up significant amounts of excess capital, which we have been distributing to shareholders with the approval of our insurance regulator in Bermuda, the Bermuda Monetary Authority. Since going into runoff we have made five liquidating distributions to shareholders, totaling approximately $1.2 billion, equivalent to $9.90 per share.

		Overseas Partners Ltd and Subsidiaries Code of Business Conduct and Ethics
	02/03/2006