<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1999
REGISTRATION NO. 333-85451
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE
AMENDMENT NO. 4 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
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(State or other jurisdiction
of incorporation or organization)
[NOT APPLICABLE]
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(I.R.S. Employer Identification No.)
99 FRONT STREET
HAMILTON HM 12
BERMUDA
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(Address of principal executive offices)
DIRECTOR STOCK OPTION 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. 4 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 Stock Option Plan (the "Director Stock Option Plan"). The
Director Stock Option 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 Stock Option Plan (as Amended and
Restated), which was approved by the Registrant's Board of Directors on October
14, 1999, is attached as Exhibit 4.5. The Director Stock Option Plan was the
subject of Registration Statement on Form S-8 (Registration No. 333-04897, filed
on May 31, 1996; the "Plan Registration Statement").
The Reorganization and the assumption and amendment of the Director
Stock Option 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. 4, 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
<TABLE>
<S> <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 $1.00 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 Stock Option Plan (Appendix A to PXRE Delaware's Proxy
Statement dated May 3, 1995, and incorporated herein by reference).
(M)
4.5 Director Stock Option Plan (as Amended and Restated). (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.
</TABLE>
- -----------------------
(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
<PAGE>
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 8, 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> <C> <C>
By /s/ Gerald L. Radke Chairman of the Board, December 8, 1999
------------------------------------ President, Chief Executive Officer and
Gerald L. Radke Director (Principal Executive Officer)
By /s/ James F. Dore Executive Vice President and December 8, 1999
------------------------------------ Chief Financial Officer (Principal
James F. Dore Financial Officer and Principal
Accounting Officer)
By * Director December 8, 1999
----------------------------------------
F. Sedgwick Browne
By Director , 1999
----------------------------------------
Robert W. Fiondella
By * Director December 8, 1999
----------------------------------------
Franklin D. Haftl
By * Director December 8, 1999
----------------------------------------
Bernard Kelly
</TABLE>
II-8
<PAGE>
<TABLE>
<S> <C> <C>
By * Director December 8, 1999
----------------------------------------
Wendy Luscombe
By * Director December 8, 1999
----------------------------------------
Philip R. McLoughlin
By * Director December 8, 1999
-----------------------------------------
David W. Searfoss
By * Director December 8, 1999
-----------------------------------------
Wilson Wilde
*By: /s/ Gerald L. Radke
_______________________
Gerald L. Radke
Attorney-in-Fact
</TABLE>
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 (Registration No. 333-85451) and incorporated
herein by reference).
4.4 Director Stock Option Plan (Appendix A to PXRE Delaware's Proxy Statement dated
May 3, 1995, and incorporated herein by reference). (M)
*4.5 Director Stock Option Plan (as Amended and Restated). (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.
</TABLE>
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* 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 STOCK OPTION PLAN
(AS AMENDED AND RESTATED)
SECTION 1. PURPOSE
The purpose of the Plan is to secure for PXRE Group Ltd. and its stockholders
the benefits inherent in increased common stock ownership by directors of the
Company who are not employees of the Company or any of its subsidiaries.(1)
SECTION 2. DEFINITIONS
Whenever used in this plan, the following terms shall have the definitions set
forth in this section:
<TABLE>
<S> <C>
2.1-- "BOARD OF DIRECTORS" shall mean the Board of Directors of PXRE Group Ltd.
2.2-- "CHANGE OF CONTROL" has the meaning provided in Section 7.2 of the Plan.
2.3-- "CODE" shall mean the Internal Revenue Code of 1986, as amended.
2.4-- "COMPANY" shall mean PXRE Group Ltd.
2.5-- "DATE OF GRANT" shall mean the date of the Annual Meeting as of which a
Director is granted an Option under Section 5.1.
2.6-- "DIRECTOR" shall mean a member of the Board of Directors who is not a
full-time employee of the Company or a subsidiary.
2.7-- "DISABILITY" shall mean the inability, in the judgment of the Board, of
a Director to
- --------
(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>
</TABLE>
<TABLE>
<S> <C>
perform his or her duties due to mental or physical impairment.
2.8-- "EFFECTIVE DATE" shall mean the date provided in Section 12 of the Plan.
2.9-- "FAIR MARKET VALUE" as of any day shall mean the arithmetic mean of the
per share bid and asked price for Shares on such day as reported by the
NASDAQ Interdealer Quotation System, or if the shares are listed on an
exchange, the average of the high and low per share prices quoted for
Shares on such date. 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.
2.10--"OPTION" shall mean an option to purchase Shares granted under Section 5
of the Plan.
2.11--"RETIREMENT" shall mean retirement from the Board as of the Annual Meeting
of Stockholders coinciding with or next following the Director's
attainment of age of 72.
2.12--"RULE 16b-3" shall mean Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2.13--"SHARES OF STOCK" OR "SHARES" shall mean Common Shares, par value $1.00
per share, of the Company.
2.14--"TERM-YEAR" shall mean the period from one Annual Meeting to the
subsequent Annual Meeting.
</TABLE>
SECTION 3. AMOUNT OF STOCK
The stock which may be issued and sold under the Plan shall not exceed 100,000
Shares, subject to adjustment as provided in Section 6 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.
SECTION 4. ELIGIBILITY
Each Director shall be eligible to receive an Option in accordance with Section
5 below.
SECTION 5. TERMS AND CONDITIONS OF OPTIONS
Each Option granted under the Plan shall be evidenced by an agreement in such
form as the Board shall prescribe from time to time in accordance with the Plan
and shall comply with the following terms and conditions:
<PAGE>
5.1 GRANTS. As of the date of the Annual Meeting of Stockholders of the
Company each year on and after the Effective Date, each Director who has been
elected or re-elected or who is continuing as a member of the Board as of the
adjournment of the Annual Meeting shall automatically receive an Option for
1,000 Shares.
5.2 EXERCISE PRICE. The Option exercise price shall be the Fair Market
Value of the Shares on the Date of Grant of the Option.
5.3 VESTING. Except as provided in Sections 5.4, 5.5 and 7.1, no
portion of an Option shall be exercisable prior to the Director's completion of
one Term-year on the Board next following the Date of Grant, and thereafter the
Option shall be exercisable with respect to 333 Shares on and after the
Director's completion of his or her first Term-year following the Date of Grant,
it shall be exercisable for an additional 333 Shares on and after the Director's
completion of a second Term-year following the Date of Grant, and it shall be
exercisable for the remaining 334 Shares on or after the Director's completion
of a third Term-year after the Date of Grant.
5.4 OPTION EXPIRATION. No portion of an Option shall be exercisable
after the expiration of ten years from the Option's Date of Grant.
5.5 EXERCISE WHEN NO LONGER A DIRECTOR. No Option shall be exercisable
unless the person exercising the Option has been, at all times during the period
beginning with the Date of Grant of the Option and ending on the date of such
exercise, a Director of the Company, except that:
(a) RETIREMENT OR DISABILITY. If such a person shall cease to be a Director
by reason of Retirement or Disability while holding an Option (whether
or not then exercisable) that has not expired, such person may, at any
time within three years following such termination (but in no event
after the Option has expired under the provisions of Section 5.4),
exercise the Option with respect to any shares as to which such person
has not exercised the Option on the date the person ceased to be a
Director; provided, however, that no Shares issuable on exercise of the
Option may be sold, assigned, pledged or otherwise transferred for the
period of time after the date of the grant of the Option as is
specified in Rule 16b-3;
(b) DEATH. If such a person shall cease to be a Director by reason of death
while holding an Option (whether or not then exercisable) that has not
expired, his or her executors, administrators, heirs, legatees or
distributees, as the case may be, may, at any time within three years
following such termination (but in no event after the Option has
expired under the provisions of Section 5.4), exercise the Option with
respect to any shares as to which such person has not exercised the
Option on the date the person died; provided, however, that no shares
of Common Stock issuable on exercise of the Option may be sold,
assigned, pledged or otherwise transferred for the period of time after
the date of the grant
<PAGE>
of the Option as is specified in Rule 16b-3;
(c) OTHER. If such a person shall cease to be a Director for reasons other
than Retirement, Disability or death, while holding an Option then
exercisable that has not expired, such person may, at any time within
three months after the date he or she ceases to be a Director (but in
no event after the Option has expired under the provisions of Section
5.4 above), exercise the Option with respect to any Shares as to which
such person could have but has not exercised the Option on the date the
person ceased to be a Director; and
(d) DEATH OF A FORMER DIRECTOR. If any person should die within three years
following the date he or she ceased to be a Director by reason of
Retirement or Disability or within three months following the date he
or she ceased to be a Director for reasons other than Retirement,
Disability or death, 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 (to the extent that the decedent was entitled to do
so on the date the decedent ceased to be a Director) at any time (but
in no event after the Option has expired under the provisions of
Section 5.4) within the period ending on the later of (i) the last day
of the period within which the decedent could have exercised the Option
but for his or her death and (ii) the first anniversary of such
person's death.
5.6 EXERCISE NOTICE. A Director may exercise all or part of an Option
that is exercisable under Section 5.5 by delivering a written notice
substantially in the form attached hereto to the Treasurer of the Company
specifying the number of Shares to be purchased and providing payment in full of
the exercise price in United States dollars by certified check or bank draft.
5.7 PERSONAL REPRESENTATIVES. In the event any 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 Shares
thereunder unless and until the Company is satisfied that the person or persons
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.
SECTION 6. ADJUSTMENT IN THE EVENT OF CHANGE IN STOCK
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 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.
<PAGE>
In the case of any such substitution or adjustment, the aggregate Option price
in each Stock 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 7. ACCELERATION.
7.1 CHANGE OF CONTROL; DELISTING. Notwithstanding any other provisions
of the Plan, upon the earlier of (a) a "Change of Control" of the Company (as
defined below), or (b) the Shares of the Company ceasing to be publicly traded,
any unexercisable portion of an Option shall become exercisable.
7.2 CHANGE OF CONTROL DEFINED. For the purposes hereof, a "Change of
Control" of the Company shall be deemed to have occurred if:
(a) any "person" (as such term is used in Section 13(d) and 14(d) of the
Exchange Act other than the Company becomes the "beneficial owner" (as
determined for purposes of Regulation 13-D under the Exchange Act as
currently in effect), directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the
Company's then outstanding securities; or
(b) the stockholders of the Company approve (i) any merger or consolidation
of the Company with any other corporation, other than a merger or
consolidation which would result in the holders of the voting
securities of the Company outstanding immediately prior thereto holding
immediately thereafter securities representing more than 80% of the
combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or (ii) any sale or other disposition (in one
transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company; or
(c) the stockholders of the Company approve a plan or proposal for the
liquidation or dissolution of the Company; or
(d) during any period of two consecutive years (not including any period
prior to June 8, 1995), individuals who at the beginning of such period
constitute the entire Board of Directors of the Company and any new
director, whose election to the Board or nomination for election to the
Board by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute a majority of the Board.
<PAGE>
SECTION 8. MISCELLANEOUS PROVISIONS
8.1 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.
8.2 OPTIONS NONTRANSFERABLE. A Director's interest in 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
qualified 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.
8.3 COMPLIANCE WITH LAW. No Shares shall be issued hereunder unless
counsel for the Company shall be satisfied that such issuance will be in
compliance with all applicable federal, state and other securities, insurance
and other laws and regulations.
8.4 EXPENSES. The expenses of the Plan shall be borne by the Company.
8.5 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 issuance of Shares upon exercise of any
Option under the Plan and issuance of Shares upon exercise of Options shall be
subordinate to the claims of the Company's general creditors.
8.6 ACCEPTANCE. By accepting any Option or other benefit under the
Plan, 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.
8.7 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 Options granted 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 9. AMENDMENT OR DISCONTINUANCE
The Plan may be amended at any time and from time to time by the Board as the
Board shall
<PAGE>
deem advisable, including, but not limited to, amendments necessary to qualify
for any exemption or to comply with applicable law or regulations; provided,
however, that except as provided in Section 6 above, the Board may not, without
further approval by the holders of a majority of the outstanding Shares of the
Company entitled to vote thereon increase the maximum number of Shares as to
which Options may be granted under the Plan, increase the number of shares
subject to an Option, change the Option exercise price described in Section 5.2
above, extend the period during which Options may be granted or exercised under
the Plan or change the class of persons eligible to receive Options under the
Plan. Subject to the provision of Section 8.7 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. Notwithstanding the foregoing, this Plan may not be amended
more frequently than once every six months (other than to comply with changes in
the Code or the Employee Retirement Income Security Act of 1974, as amended) or
such other period as may be permitted by Rule 16b-3(c)(2)(ii)(B).
SECTION 10. 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 agreement
embodying Options granted under the Plan. The Board shall, subject to the
provisions of the Plan, have the power to construe the Plan, to determine all
questions arising thereunder 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 11. 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 automatic grant of Options at the Annual Meeting
in 2005.
SECTION 12. EFFECTIVE DATE OF PLAN
The Plan originally became effective as a Plan of PXRE Corporation, a Delaware
corporation, as of April 20, 1995, and the adoption of the Plan was approved by
the affirmative vote of the holders of a majority of the outstanding Shares of
the Company present in person or represented
<PAGE>
by proxy at the 1995 Annual Meeting of Stockholders of PXRE Corporation.(2)
- ----------------
(2) 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 14th 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 14th 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 14th 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 14th 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 14th 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 14th 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 14th day of
October, 1999.
/s/ Wilson Wilde
_________________________________________
Wilson Wilde
