Declaration of Compliance of May 19, 2004

AMB Generali Holding AG is the management holding company of the AMB Generali Group. The Board of Management and the Supervisory Board, in performing the tasks attributed to them by law, the articles of association and the internal rules of the boards concerned, act in the awareness of their responsibility for the employees of the AMB Generali Group, for the good of the company and its Group companies and in the interest of the shareholders.

Since the issue of last year's declaration of compliance under art. 161 of the German Companies Act (AktG) AMB Generali Holding AG has complied with the recommendations of the "Government Commission German Corporate Governance Code" (amended version of May 21, 2003) as published on Juli 4, 2003 in the electronic version of the "Bundesanzeiger" (Federal Gazette) with the exception of the deviations then reported in that declaration. The Board of Management and the Supervisory Board declare in line with art. 161 AktG, that the recommendations of the "Government Commission German Corporate Governance Code" will be complied with, except for the deviations indicated below:

1. The D&O insurance taken out by the company for the Board of Management and the Supervisory Board does not have a deductible (section 3.8 para. 2 of the Code)
   
2. AMB Generali Holding AG does not have a stock option programme of its own (sections 4.2.3, 7.1.3 of the Code)
   
3. The Notes to the Consolidated Financial Statements do not indicate the compensation of the members of the Board of Management on an individualized basis (section 4.2.4 of the Code)
   
4. AMB Generali Holding AG does not have an Audit Committee of the Supervisory Board as defined by section 5.3.2 of the Code.
   
5. There is no age limit for members of the Supervisory Board (section 5.4.1 of the Code)
   
6. Section 5.4.2 of the Code (no directorship or advisory activities in major competitor companies) is not complied with in respect of one member of the Supervisory Board.
   
7. There is no limitation, beyond the limitation provided for by law, of the number of mandates held in the Supervisory Boards of listed non-Group companies (section 5.4.3 of the Code).
   
8. The Notes to the Consolidated Financial Statements do not indicate the compensation of the members of the Supervisory Board on an individualized basis. Neither do the Notes indicate the amounts received by them on the basis of other business relationships with the company or with Group companies (section 5.4.5 para. 3 of the Code).
   
9. The Report of the Supervisory Board does not include information in line with section 5.4.6 of the Code (frequency of attendance at Supervisory Board meetings).

Aachen, May 19, 2004

AMB Generali Holding AG

The Board of Management

The Supervisory Board