ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On September 8, 2009, Transatlantic Holdings, Inc. ("TRH") filed with the Secretary of State of the State of Delaware an amendment and restatement of TRH's existing certificate of incorporation (such amendment and restatement, the "New Charter"). A summary of the changes resulting from the adoption of the New Charter was previously included in TRH's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2009. The description of the New Charter is qualified in its entirety by reference to the full text of the New Charter, a copy of which is attached hereto as exhibit 3.1 and is incorporated herein by reference.

In connection with the adoption of the New Charter, the Board of Directors of the Company approved the amendment and restatement of the Company's existing by-laws (such amendment and restatement, the "New By-Laws"), to become effective upon effectiveness of the New Charter. As a result, the New By-Laws became effective on September 8, 2009. A summary of the changes resulting from the adoption of the New By-Laws was previously included in TRH's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2009. The description of the New By-Laws is qualified in its entirety by reference to the full text of the New By-Laws, a copy of which is attached hereto as exhibit 3.2 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
No. Description

3.1 Restated Certificate of Incorporation of Transatlantic Holdings, Inc., dated September 8, 2009

3.2 Amended and Restated By-Laws of Transatlantic Holdings, Inc., dated September 8, 2009

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