<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999
REGISTRATION NO. 333-85451
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE
AMENDMENT NO. 6 TO
FORM S-4
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
--------------------
PXRE GROUP LTD.
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
BERMUDA
-----------------------------------
(State or other jurisdiction
of incorporation or organization)
[NOT APPLICABLE]
----------------------------------------------
(I.R.S. Employer Identification No.)
99 FRONT STREET
HAMILTON HM 12
BERMUDA
----------------------------------------------
(Address of principal executive offices)
DIRECTOR EQUITY AND DEFERRED COMPENSATION PLAN
---------------------------------------------------
(Full title of the plan)
JAMES F. DORE
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PXRE GROUP LTD.
SUITE 231
12 CHURCH STREET
HAMILTON HM 11
BERMUDA
(441) 296-5858
------------------------------------------------------
(Name, address and telephone number, including
area code, of agent for service)
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Title of securities to be registered Amount to be Proposed Proposed Amount of
registered maximum maximum registration
offering price aggregate offering fee
per share price
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
See Below N/A* N/A* N/A* N/A*
======================================================================================================================
</TABLE>
(1) No additional securities are to be registered and registration fees were
paid upon the filing of the original Registration Statement No. 333-85451.
Therefore, no further registration fee is required.
<PAGE>
EXPLANATORY NOTES
This Post-Effective Amendment No. 6 on Form S-8 to the Registration
Statement No. 333-85451 on Form S-4 (the "PXRE Group Registration Statement") is
being filed pursuant to Rule 414 under the Securities Act of 1933, as amended
(the "Securities Act"), by PXRE Group Ltd., a Bermuda corporation (the
"Registrant"), which is the successor to PXRE Corporation, a Delaware
corporation ("PXRE Delaware"), following a reorganization (the "Reorganization")
effective on October 6, 1999. The Reorganization was accomplished through the
merger of PXRE Merger Corp., a Delaware corporation and a newly formed, indirect
wholly-owned subsidiary of Registrant, with and into PXRE Delaware with the
result that the Registrant has become the parent holding company of PXRE
Delaware. As a result of the Reorganization, each outstanding share of PXRE
Delaware common stock was converted into one common share of the Registrant. The
Registrant's common shares are now traded on the New York Stock Exchange under
the symbol "PXT."
As a result of the Reorganization, the Registrant assumed PXRE Delaware's
various stock compensation plans (the "Plans"), including PXRE Delaware's
Director Equity and Deferred Compensation Plan (the "Director Equity and
Deferred Compensation Plan"). The Director Equity and Deferred Compensation Plan
has been amended and restated to reflect that the Registrant's common shares
will be issuable thereunder in place of the common stock of PXRE Delaware. The
Director Equity and Deferred Compensation Plan, which was approved by the
Registrant's Board of Directors on October 14, 1999, is attached as Exhibit 4.5.
The Director Equity and Deferred Compensation Plan was the subject of
Registration Statement on Form S-8 (Registration No. 333-31821, filed on July
22, 1997; the "Plan Registration Statement").
The Reorganization and the assumption and amendment of the Director Equity
and Deferred Compensation Plan were approved by the shareholders of PXRE
Delaware at a Special Meeting of Shareholders held on October 5, 1999 for which
proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
In accordance with paragraph (d) of Rule 414 of the Securities Act, except
as modified by this Post-Effective Amendment No. 6, the Registrant expressly
adopts the Plan Registration Statement as its own registration statement for all
purposes under the Securities Act and Exchange Act.
II-2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities
Act of 1933, as amended, and the introductory Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) (i) PXRE Delaware's latest Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, filed pursuant to Section 13(a) of the Exchange
Act.
(ii) The Registrant's latest proxy statement/prospectus which is
contained in the PXRE Group Registration Statement on Form S-4 (Registration No.
333-85451); Registrant's report on Form 10-Q dated November 12, 1999.
(b) PXRE Delaware's reports on Form 8-K, dated January 8, 1999, October 5,
1999 and October 6, 1999; PXRE Delaware's reports on Form 10-Q, dated May 14,
1999 and August 12, 1999.
(c) The description of the Registrant's common shares, par value $1.00 per
share (the "Common Shares"), contained in the PXRE Group Registration Statement
on Form 8A, filed on August 23, 1999.
In addition, all reports and other documents filed by the Registrant after
the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
II-3
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Bermuda law, a company is permitted to indemnify its officers and
directors, out of the funds of the company, against any liability incurred by
them in defending any proceedings, whether civil or criminal, in which judgment
is given in their favor, or in which they are acquitted, or where, under
relevant Bermuda legislation, relief from liability is granted to them by the
court.
Bye-Law No. 39 of the Registrant's Bye-Laws governs indemnification by the
Registrant and provides:
(1) The Directors and Officers (such term to include, for the purposes of this
Bye-Law, any individual appointed to any committee by the Board) for the time
being acting in relation to any of the affairs of the Company and the liquidator
or trustees (if any) for the time being acting in relation to any of the affairs
of the Company and every one of them, and their heirs, executors and
administrators, shall be indemnified and held harmless out of the assets of the
Company from and against all actions, costs, charges, losses, damages and
expenses which they or any of them, their heirs, executors or administrators,
shall or may incur or sustain by or by reason of any act done, concurred in or
omitted in or about the execution of their duty, or supposed duty, or in their
respective offices or trusts, and none of them shall be answerable for the acts,
receipts, neglects or defaults of the others of them or for joining in any
receipts for the sake of conformity, or for any bankers or other Persons with
whom any monies or effects belonging to the Company shall or may be delivered or
deposited for safe custody, or for insufficiency or deficiency of any security
upon which any monies of or belonging to the Company shall be deposited or
invested, or for any other loss, misfortune or damage which may happen in the
execution of their respective offices or trusts, or in relation thereto,
provided that this indemnity shall not extend to any matter in respect of any
fraud or dishonesty which may attach to any of said individuals.
(2) Each Member and the Company agree to waive any claim or right of action he
or it might have, whether individually or by or in the right of the Company,
against any Director or Officer on account of any action taken by such Director
or Officer, or the failure of such Director or Officer to take any action, in
the performance of his duties, or supposed duties, with or for the Company;
provided that such waiver shall not extend to any matter in respect of any fraud
or dishonesty which may attach to such Director or Officer. Any repeal or
modification of this Bye-Law shall not adversely affect any right or protection
of a Director or Officer of the Company existing immediately prior to such
repeal or modification.
(3) Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding as authorized by the Board in the specific case
upon receipt of an undertaking by or on behalf of the Director, Officer,
liquidator or trustee to repay such amount unless it shall ultimately be
determined that the individual is entitled to be indemnified by the Company as
authorized in these Bye-Laws or otherwise pursuant to the laws of Bermuda.
The Registrant maintains officer and director liability insurance
insuring such persons against liabilities incurred in the discharge of their
duties and also insuring the Registrant against its indemnification obligations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-4
<PAGE>
ITEM 8. EXHIBITS
4.1 Memorandum of Association of the Registrant (Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4 dated August 18,
1999 (Registration No. 333-85451) and incorporated herein by
reference).
4.2 Bye-Laws of the Registrant (Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by
reference).
4.3 Form of Specimen Common Share certificate, par value $1.00 per
share, of the Registrant (Exhibit 4.1 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by
reference).
4.4 Director Equity and Deferred Compensation Plan (Appendix C to
PXRE Delaware's Proxy Statement dated April 30, 1997, and
incorporated herein by reference). (M)
4.5 Director Equity and Deferred Compensation Plan. (M)
23.1 Consent of PricewaterhouseCoopers as to financial statements of
PXRE Group (Exhibit 23.1 to the Registrant's Registration
Statement on Form S-4 dated August 18, 1999 (Registration No.
333-85451) and incorporated herein by reference).
23.2 Consent of PricewaterhouseCoopers LLP as to financial statements
of PXRE Delaware (Exhibit 23.2 to the Registrant's Registration
Statement on Form S-4 dated August 18, 1999 (Registration No.
333-85451) and incorporated herein by reference).
24 Powers of Attorney.
- -----------------------
(M) Indicates a management contract or compensatory plan or arrangement in
which the directors and/or executive officers of PXRE participate.
II-5
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of Securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
II-6
<PAGE>
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hamilton, Bermuda, on December 10, 1999.
PXRE GROUP LTD.
(Registrant)
By /s/ Gerald L. Radke
--------------------------
Gerald L. Radke
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- -----
<S> <S> <C>
By /s/ Gerald L. Radke Chairman of the Board, December 10, 1999
------------------------------ President, Chief Executive Officer and
Gerald L. Radke Director (Principal Executive Officer)
By /s/ James F. Dore Executive Vice President and December 10, 1999
------------------------------ Chief Financial Officer (Principal
James F. Dore Financial Officer and Principal
Accounting Officer)
By * Director December 10, 1999
------------------------------
F. Sedgwick Browne
By Director ___________, 1999
------------------------------
Robert W. Fiondella
By * Director December 10, 1999
------------------------------
Franklin D. Haftl
By * Director December 10, 1999
------------------------------
Bernard Kelly
</TABLE>
II-8
<PAGE>
<TABLE>
<S> <S> <C>
By * Director December 10, 1999
------------------------------
Wendy Luscombe
By * Director December 10, 1999
------------------------------
Philip R. McLoughlin
By * Director December 10, 1999
------------------------------
David W. Searfoss
By * Director December 10, 1999
------------------------------
Wilson Wilde
</TABLE>
*By: /s/ Gerald L. Radke
-------------------
Gerald L. Radke
Attorney-in-Fact
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Document Numbered Page
- ------- -------- -------------
<S> <C> <C>
4.1 Memorandum of Association of the Registrant (Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-
85451) and incorporated herein by reference).
4.2 Bye-Laws of the Registrant (Exhibit 3.2 to the Registrant's Registration Statement on
Form S-4 dated August 18, 1999 (Registration No.333-85451) and incorporated herein
by reference).
4.3 Form of Specimen Common Share certificate, par value $1 per share, of the Company
(Exhibit 4.1 to the Registrant's Registration Statement on Form S-4 dated August 18,
1999 (Registation No. 333-85451) and incorporated herein by reference).
4.4 Director Equity and Deferred Compensation Plan (Appendix C to PXRE Delaware's
Proxy Statement dated April 30, 1997, and incorporate herein by reference).(M)
*4.5 Director Equity and Deferred Compensation Plan.(M)
23.1 Consent of PricewaterhouseCoopers as to financial statements of PXRE Group (Exhibit
23.1 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by reference).
23.2 Consent of PricewaterhouseCoopers LLP as to financial statements of PXRE Delaware
(Exhibit 23.2 to the Registrant's Registration Statement on Form S-1 dated August 18,
1999 (Registration No. 333-85451) and incorporated herein by reference).
*24 Powers of Attorney.
</TABLE>
- -----------------------
* Filed herewith
(M) Indicates a management contract or compensatory plan or arrangement in
which the directors and/or executive officers of PXRE participate.
II-10
<PAGE>
PXRE GROUP LTD.
DIRECTOR EQUITY AND DEFERRED COMPENSATION PLAN
SECTION 1. PURPOSE
The purpose of the Plan is to attract and retain highly qualified
persons to serve as non-employee Directors of PXRE Group Ltd. by providing the
Directors with greater flexibility in the form and timing of receipt of
compensation for services on the Board of Directors, and an opportunity to
obtain a greater proprietary interest in the Company's success and progress
through receipt of fees in the form of Shares and Options on Shares, thereby
aligning the Director's interests with the interests of the stockholders of the
Company.(1)
SECTION 2. DEFINITIONS
Whenever used in this plan, the following terms shall have the
definitions set forth in this section:
2.1 -- "ACCOUNT" shall have the meaning provided in Section 8.3.
2.2 -- "ANNUAL RETAINER" shall mean the annual retainer fee payable to a
Director for serving as a Director of PXRE Group Ltd.
2.3 -- "BOARD OF DIRECTORS" or "BOARD" shall mean the Board of Directors of
PXRE Group Ltd.
2.4 -- "CODE" shall mean the Internal Revenue Code of 1986, as amended.
2.5 -- "COMPANY" shall mean PXRE Group Ltd.
2.6 -- "DIRECTOR" shall mean a member of the Board of Directors who is not a
full-time
- --------
(1) The Plan was originally a plan of PXRE Corporation, a Delaware
corporation ("PXRE Corp."), which provided, among other things, for
the grant of PXRE Corp. common stock. Pursuant to an Agreement and
Plan of Merger dated as of July 7, 1999 among the Company, PXRE Corp.
and PXRE Merger Corp., PXRE Corp. reorganized so that, among other
things, the Company, a Bermuda corporation, became the parent holding
company for PXRE Corp. As a result of the reorganization, each
outstanding share of PXRE Corp. under the Plan was automatically
converted into one common share of the Company. Additionally, pursuant
to the reorganization, the Company assumed all of the obligations of
PXRE Corp. under the Plan.
<PAGE>
employee of the Company or a subsidiary.
2.7 -- "DIRECTOR FEES" shall mean all cash compensation payable to a
Director, including the Annual Retainer, committee membership fees,
fees associated with a chair and fees for attendance at meetings of
the Board and its committees, but not including reimbursements for
expenses.
2.8 -- "DISABILITY" shall mean the inability, in the judgment of the Board,
of a Director to perform his or her duties due to mental or physical
impairment.
2.9 -- "EFFECTIVE DATE" shall mean the date provided in Section 13 of the
Plan.
2.10 -- "FAIR MARKET VALUE" shall mean the average of the high and low per
share prices quoted for Shares on the New York Stock Exchange over the
twenty (20) trading days prior to the December 31 immediately
preceding the calendar year for which the Annual Retainer is payable.
If the Shares are not publicly traded, Fair Market Value shall be
determined by the Board in a manner consistent with the requirements
of Section 422 of the Code.
2.11 -- "GRANT DATE" shall have the meaning provided in Section 7.2.
2.12 -- "OPTION" shall mean an option to purchase Shares granted under Section
7 of the Plan.
2.13 -- "OPTION VALUE" shall mean the value of an Option determined as of the
December 31 immediately preceding the calendar year for which the
Annual Retainer is payable in accordance with the Black-Scholes option
valuation model and assumptions consistent with those used by the
Company in preparing footnotes to the Company's financial statements
under Statement of Financial Accounting Standards No. 123, with a 20%
discount to compensate for the additional risk.
2.14 -- "RULE 16b-3" shall mean Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.
2.15 -- "SHARES OF STOCK" or "SHARES" shall mean Common Shares, par value
$1.00 per share, of the Company.
SECTION 3. AMOUNT OF SHARES
The number of Shares which may be issued and sold under the Plan shall
not exceed 250,000 Shares, subject to adjustment as provided in Section 7.3
below. The Shares to be issued may be either authorized and unissued Shares,
treasury Shares, issued Shares acquired by the Company or its subsidiaries or
any combination thereof. In the event that Options granted under the Plan shall
terminate or expire without being exercised in whole or in part, new Options may
be granted covering the Shares not purchased under such lapsed Options.
<PAGE>
SECTION 4. ELIGIBILITY AND PARTICIPATION
Each Director in office on the Effective Date of the Plan shall be
eligible to participate in the Plan, and each Director elected or reelected
after the Effective Date shall be eligible to participate in the Plan upon
election or reelection to the Board of Directors.
SECTION 5. ELECTIONS OF FORM AND TIME OF PAYMENT
5.1 ELECTION ALTERNATIVES. In lieu of receiving all of his or her Annual
Retainer and other Director Fees in cash at such time as such Fees are payable
under the policies and practices of the Company, a Director may elect to:
(a) convert all or a portion (in increments of 25%) of his or her Annual
Retainer into Shares as provided in Section 6;
(b) convert all or a portion (in increments of 25%) of his or her Annual
Retainer into Options as provided in Section 7; and
(c) defer the payment of all or a portion of his or her Director Fees as
provided in Section 8.
5.2 ELECTION AGREEMENT. A Director who desires to have any portion of
his or her Annual Retainer converted into Shares or Options or to have any
portion of his or her Director Fees deferred must complete and deliver an
Election Agreement (on a form approved by the Board) to the Treasurer of the
Company or other person designated by the Board no later than the December 31
immediately preceding the calendar year for which the Annual Retainer and other
Director Fees would be payable; provided, however, that
(a) any Director in office on the Effective Date of the Plan may make an
election with respect to his or her Director Fees not yet earned as of
the Effective Date by filing an Election Agreement within thirty (30)
days after such Effective Date; and
(b) any Director elected to the Board after the Effective Date who was
not a Director on the preceding December 31 may make an election with
respect to his or her Director Fees not yet earned for the calendar year
in which he or she is first elected to the Board by delivering an
Election Agreement within thirty (30) days after such election.
An Election Agreement, once timely delivered, shall be effective for the
succeeding calendar year(s) unless revoked or modified for a future year by the
Director by delivering a new Election Agreement before the December 31
immediately preceding the calendar year for which the new election is to apply.
A Participant's election for a given year is irrevocable.
<PAGE>
If a Director does not provide an Election Agreement, his or her
Director Fees shall be paid pursuant to the Company's policies and practices for
the payment of such Fees.
SECTION 6. SHARES
6.1 NUMBER OF SHARES. A Director who elects to have all or a portion of
his or her Annual Retainer paid in the form of Shares shall receive the whole
number of Shares that is equal to the amount of his or her Annual Retainer
designated in his or her Election Agreement divided by the per Share Fair Market
Value of the Shares of the Company, as determined pursuant to Section 2.10. No
fractional Shares will be issued, and any remainder of the designated Annual
Retainer amount shall be paid to the Director promptly in cash.
6.2 ISSUANCE OF SHARES. The Company shall issue certificates for such
Shares promptly following the date on which the Annual Retainer is payable. Such
Shares shall be subject to Section 9.4 of the Plan.
SECTION 7. OPTIONS
7.1 NUMBER OF OPTIONED SHARES. A Director who elects to have all or a
portion of his or her Annual Retainer paid in the form of an Option shall
receive an Option to purchase the number of whole Shares determined by dividing
the amount of the Annual Retainer designated in his or her Election Agreement by
the per Share Option Value, as determined pursuant to Section 2.13. No Option
will be issued on fractional Shares, and any remaining amount of the designated
Annual Retainer shall be paid to the Director promptly in cash.
7.2 OPTION AGREEMENTS. The Company shall issue to the Director an Option
Agreement as of the date on which the Annual Retainer is payable (the "Grant
Date") to evidence the Option granted to the Director. Each Option Agreement
shall comply with the following terms and conditions and be in a form approved
by the Board:
(a) Exercise Price. The Option per Share exercise price shall be the per
Share Fair Market Value, as determined pursuant to Section 2.10.
(b) Vesting. The Option shall be 100% exercisable when issued.
(c) Expiration. No portion of an Option shall be exercisable after the
expiration of ten years following the Grant Date, provided that, upon a
Director's ceasing to serve as a Director within such ten year period,
the Option will expire unless it is exercised within three years
following such cessation. If a Director should die within three years
following the date he or she ceased to be a Director, the decedent's
estate or any person who acquires the right to exercise the Option by
reason of the decedent's death may exercise the Option at any time (but
in no event after 10 years after the Grant Date) within the period
ending on the later of (i) the last day of the period within which the
decedent
<PAGE>
could have exercised the Option but for his or her death and (ii) the
first anniversary of such person's death.
(d) Exercise. A Director may exercise all or part of an Option by
delivering a written notice substantially in the form approved by the
Board to the Treasurer of the Company identifying the number of whole
Shares to be purchased and providing payment in full of the exercise
price in United States dollars by certified check or bank draft.
Options and Shares acquired upon the exercise of an Option shall be
subject to Section 9.4.
7.3 ANTI-DILUTION MEASURES. In the event the outstanding Shares are
increased or changed into or exchanged for a different number or kind of shares
of capital stock or other securities of the Company by reason of any stock
dividend or split, recapitalization, reclassification, merger, consolidation,
combination of Shares or other corporate change, the Board of Directors shall
make such substitution or adjustment, if any, as it deems to be equitable, in
the number or kind of shares or other securities as to which Options may be
granted and in the number of Shares or the exercise price under unexercised
Options granted prior to such change.
In the case of any such substitution or adjustment, the aggregate Option
price in each Option Agreement of all the Shares covered thereby prior to such
substitution or adjustment shall be the Option price for all the shares or other
securities substituted for such Shares or to which such Shares are adjusted, and
the Option price per share after such substitution or adjustment shall be
determined accordingly; provided, however, that no such determination shall
obligate the Company to issue or sell fractional shares or other securities.
SECTION 8. DEFERRALS
8.1 DEFERRAL CHOICES. A Director who elects to have all or a portion of
his or her Director Fees deferred shall make the following irrevocable elections
on an Election Agreement:
(a) The amount or percentage of Director Fees to be deferred;
(b) The length of the deferral period pursuant to Section 8.2;
(c) The investment return choice(s) pursuant to Section 8.3; and
(d) The form of payment of deferred amounts following the end of the
deferral period pursuant to Section 8.4.
In addition, the Director shall designate one or more primary and
contingent beneficiaries pursuant to Section 8.5.
<PAGE>
8.2 DEFERRAL PERIOD. The deferral period elected by each Director with
respect to deferrals of Director Fees for any given year shall be at least equal
to one (1) year, and no more than fifteen (15) years, following the end of the
calendar year in which the Director Fees are earned. However, notwithstanding
the deferral period elected by a Director, payment of a Director's Account shall
be made to the Director, or the Director's beneficiary designated under Section
8.5, as the case may be, in a single lump sum within sixty (60) days in the
event the Director's service as a Director of the Company ceases by reason of
death or Disability at any time prior to full payment of the balance of the
Director's Account.
8.3 ACCOUNTS AND INVESTMENT RETURN. The Director Fees which a Director
elects to defer shall be credited to an unfunded deferred compensation account
maintained by the Company or its agent for bookkeeping purposes (the "Account")
on the date the Director Fees otherwise would have been paid to the Director.
A Director's Account balance will be credited with the investment return
(and debited with any losses) experienced on the investment choice or choices
specified by the Director from time to time from among the fund or funds of the
Company's 401(k) Plan. As of the Effective Date, the funds of the Company's
401(k) Plan are the Baron Asset Fund, GAM International Fund, Oakmark Growth
Fund and Vanguard Fixed Income Securities Fund.
Unless the Board otherwise determines, a Director may change the
investment return choice(s) for his or her Account as often as the Director
wishes by notifying the Treasurer of the Company or agent of the Company
appointed to manage the Accounts under the Plan.
The obligation of the Company under the Plan to pay the Account balance
to a Director or his or her beneficiary constitutes an unsecured promise of the
Company to make payments from its general assets, and a Director shall have the
status of a general unsecured creditor of the Company with respect to his or her
Account.
8.4 PAYMENT OF ACCOUNT. The balance of a Director's Account shall be
paid following the end of the deferral period as elected under Section 8.2 in
either (a) a single lump sum cash payment as soon as practicable thereafter, or
(b) annual installments over a period not to exceed fifteen (15) years, in
either case as elected by the Director on his or her Election Agreement. The
annual installment payments, if elected, will be based upon a Director's then
existing Account balance divided by the number of installment payments remaining
to be made.
8.5 DEATH OF DIRECTOR. A Director shall designate on a form approved by
the Board a primary and contingent beneficiary or beneficiaries who, upon the
Director's death, will receive payment of the Director's Account. All
designations shall be signed by the Director, and shall be effective as of the
date received by the Treasurer of the Company or other designated agent.
Directors may change their designations of beneficiary by submitting a
new designation
<PAGE>
form. The payment of amounts deferred under the Plan shall be in accordance with
the last unrevoked designation of beneficiary that has been signed by the
Director and delivered by the Director to the Treasurer of the Company or other
designated agent prior to the Director's death.
In the event that all the beneficiaries designated by a Director
predecease the Director, the Director's Account balance shall be paid to the
Director's estate.
In the event a Director does not designate a beneficiary, or for any
reason such designation is ineffective, in whole or in part, the amounts that
otherwise would have been paid to the Director or the Director's beneficiaries
shall be paid to the Director's estate.
SECTION 9. MISCELLANEOUS PROVISIONS
9.1 PERSONAL REPRESENTATIVES. In the event any Account or Share is
payable to or an Option is exercised by the executors, administrators, heirs,
legatees or distributees of the estate of a deceased Director or by the guardian
or legal representative of a disabled former Director, the Company shall be
under no obligation to issue, make payment or deliver Shares unless and until
the Company is satisfied that the person or persons requesting payment or
exercising the Option are the duly appointed legal representatives of the
deceased Director's estate or the proper legatees or distributees thereof or the
duly appointed guardian or legal representative of the disabled former Director.
9.2 NO RIGHT TO DIRECTORSHIP. Neither the Plan nor any action taken
hereunder shall be construed as giving any Director any right to be retained in
the service of the Company.
9.3 NONTRANSFERABLE INTERESTS AND RIGHTS. A Director's interest in an
Account or an Option and his or her rights under the Plan may not be assigned or
transferred in whole or in part either directly or by operation of law or
otherwise (except under a domestic relations order (as defined in Section 414(p)
of the Code)) or, in the event of Director's death, by will or the laws of
descent and distribution), including, but not by way of limitation, execution,
levy, garnishment, attachment, pledge, bankruptcy or in any other manner, and no
such right or interest of any Director in the Plan shall be subject to any
obligation or liability of such Director.
9.4 COMPLIANCE WITH LAW. The Company shall not be required to deliver
any Shares under Section 6 or 7 unless the Committee has determined that it may
do so without violation of applicable federal or state laws pertaining to the
issuance of securities, and the Company may require any Shares to bear a legend,
may give the transfer agent instructions, and may take such other steps, as in
its judgment are reasonably required to prevent any such violation. No Shares
shall be issued under the Plan unless the Director first enters into an
agreement with the Company providing for compliance with all such applicable
laws. The Company is under no obligation to register the Shares covered by this
Agreement under federal securities laws, nor is the Company under any obligation
to register any of the Shares or otherwise qualify them for sale under any state
law. Any Shares acquired hereunder must be held indefinitely unless they
<PAGE>
are registered under the Securities Act of 1933, as amended (the "Act") or the
disposition thereof is exempt from the registration requirements of the Act.
9.5 EXPENSES. The expenses of the Plan shall be borne by the Company.
9.6 UNFUNDED. The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of Accounts or the issuance of
Shares upon exercise of any Option under the Plan, and the payment of Accounts
and the issuance of Shares shall be unsecured general obligations of the
Company.
9.7 ACCEPTANCE. By accepting a Share, Option or Account, each Director
and each person claiming under or through such person shall be conclusively
deemed to have indicated his or her acceptance and ratification of and consent
to, any action taken under the Plan by the Company or the Board of Directors.
9.8 CONSTRUCTION. It is the intent of the Company that the Plan comply
in all respects with Rule 16b-3 or any successor rule, that any ambiguities or
inconsistencies in construction of the Plan be interpreted to give effect to
such intention and that if any provision of the Plan is found not to be in
compliance with Rule 16b-3, such provision shall be deemed null and void to the
extent required to permit the Plan to comply with Rule 16b-3. The Board may
adopt rules and regulations under, and amend, the Plan in furtherance of the
intent of the foregoing.
In all other respects the Plan and Shares, Options and Accounts provided
thereunder shall be governed by, and construed in accordance with the laws of
the State of Delaware without regard to the conflict of laws principles thereof.
SECTION 10. AMENDMENT OR DISCONTINUANCE
The Plan may be amended at any time and from time to time by the Board
as the Board shall deem advisable, including, but not limited to, amendments
necessary to qualify for any exemption or to comply with applicable law or
regulations. Subject to the provision of Section 9.8 relating to Rule 16b-3, no
amendment of the Plan shall materially and adversely affect any right of any
Director with respect to any Option theretofore granted without such Director's
written consent.
SECTION 11. ADMINISTRATION
The Plan shall be administered by the Board. The Board shall have all
the powers vested in it by the terms of the Plan, such powers to include
authority (within the limitations described herein) to prescribe the form of the
Election Agreement, Option Agreement and Beneficiary Designation, have the power
to construe the Plan, to determine all questions arising thereunder
<PAGE>
and to adopt and amend such rules and regulations for the administration of the
Plan as it may deem desirable. Any decision of the Board in the administration
of the Plan, as described herein, shall be final and conclusive. The Board may
act only by a majority of its members in office, except that the members thereof
may authorize any one or more of their number or the Secretary or any other
officer of the Company to execute and deliver documents on behalf of the Board.
No member of the Board shall be liable for anything done or omitted to be done
by such member or by any other member of the Board in connection with the Plan,
except in circumstances involving actual bad faith.
SECTION 12. TERMINATION
This Plan shall terminate upon the earlier of the following dates or
events to occur:
(a) upon the adoption of a resolution of the Board terminating
the Plan; or
(b) immediately following the annual meeting of stockholders in
2007.
SECTION 13. EFFECTIVE DATE OF PLAN
The Plan was originally adopted by the Board of Directors of PXRE
Corporation, a Delaware corporation, and became effective as of June 5, 1997.(2)
- ----------
(2) The Plan was approved by the affirmative vote of the holders of a majority
of the outstanding shares of PXRE Corporation common stock present in
person or represented by proxy at the 1997 Annual Meeting of Stockholders
of PXRE Corporation. See Footnote 1.
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and
appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them
singly, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, acting in the name and on behalf of the
undersigned, to sign the Registration Statement on Form S-4 of the Company and
any and all amendments, including post-effective amendments, and supplements (if
any) thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
The undersigned does hereby grant unto such attorneys-in-fact and agents (and
any of them) full power and authority to do and perform each and every act and
thing requisite and necessary to be done in such connection, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents (and any of them), or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14 day of
October, 1999.
/s/ F. Sedgwick Browne
-------------------------------------
F. Sedgwick Browne
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and
appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them
singly, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, acting in the name and on behalf of the
undersigned, to sign the Registration Statement on Form S-4 of the Company and
any and all amendments, including post-effective amendments, and supplements (if
any) thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
The undersigned does hereby grant unto such attorneys-in-fact and agents (and
any of them) full power and authority to do and perform each and every act and
thing requisite and necessary to be done in such connection, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents (and any of them), or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14 day of
October, 1999.
/s/ Franklin D. Haftl
-------------------------------------
Franklin D. Haftl
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and
appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them
singly, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, acting in the name and on behalf of the
undersigned, to sign the Registration Statement on Form S-4 of the Company and
any and all amendments, including post-effective amendments, and supplements (if
any) thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
The undersigned does hereby grant unto such attorneys-in-fact and agents (and
any of them) full power and authority to do and perform each and every act and
thing requisite and necessary to be done in such connection, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents (and any of them), or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14 day of
October, 1999.
/s/ Bernard Kelly
-------------------------------------
Bernard Kelly
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and
appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them
singly, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, acting in the name and on behalf of the
undersigned, to sign the Registration Statement on Form S-4 of the Company and
any and all amendments, including post-effective amendments, and supplements (if
any) thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
The undersigned does hereby grant unto such attorneys-in-fact and agents (and
any of them) full power and authority to do and perform each and every act and
thing requisite and necessary to be done in such connection, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents (and any of them), or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14 day of
October, 1999.
/s/ Wendy Luscombe
-------------------------------------
Wendy Luscombe
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and
appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them
singly, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, acting in the name and on behalf of the
undersigned, to sign the Registration Statement on Form S-4 of the Company and
any and all amendments, including post-effective amendments, and supplements (if
any) thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
The undersigned does hereby grant unto such attorneys-in-fact and agents (and
any of them) full power and authority to do and perform each and every act and
thing requisite and necessary to be done in such connection, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents (and any of them), or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14 day of
October, 1999.
/s/ Philip R. McLoughlin
-------------------------------------
Philip R. McLoughlin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and
appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them
singly, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, acting in the name and on behalf of the
undersigned, to sign the Registration Statement on Form S-4 of the Company and
any and all amendments, including post-effective amendments, and supplements (if
any) thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
The undersigned does hereby grant unto such attorneys-in-fact and agents (and
any of them) full power and authority to do and perform each and every act and
thing requisite and necessary to be done in such connection, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents (and any of them), or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14 day of
October, 1999.
/s/ David W. Searfoss
-------------------------------------
David W. Searfoss
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and
appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them
singly, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, acting in the name and on behalf of the
undersigned, to sign the Registration Statement on Form S-4 of the Company and
any and all amendments, including post-effective amendments, and supplements (if
any) thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
The undersigned does hereby grant unto such attorneys-in-fact and agents (and
any of them) full power and authority to do and perform each and every act and
thing requisite and necessary to be done in such connection, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents (and any of them), or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14 day of
October, 1999.
/s/ Wilson Wilde
-------------------------------------
Wilson Wilde
