<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ..................... TO .....................
COMMISSION FILE NUMBER 1-8278
................................................
RELIANCE GROUP HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 13-3082071
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
PARK AVENUE PLAZA
55 EAST 52ND STREET
NEW YORK, NEW YORK 10055
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 909-1100
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $.10 Par Value New York Stock Exchange and
Pacific Stock Exchange
9% Senior Notes, Due November 15, 2000 New York Stock Exchange
9 3/4% Senior Subordinated Debentures,
Due November 15, 2003 New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Putable Common Stock Purchase Warrants
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 15, 1995, 113,072,619 shares of the common stock of Reliance
Group Holdings, Inc. were outstanding, and the aggregate market value of the
voting stock held by nonaffiliates was approximately $301,636,953.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Reliance Group Holdings, Inc. 1994 Annual Report--Parts I,
II and IV.
(2) Reliance Group Holdings, Inc. Proxy Statement for the
Annual Meeting of Stockholders to be held May 11,
1995--Part III.
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The purpose of this Amendment No. 1 on Form 10-K/A is to reflect that
Exhibit 28.1 is being filed with the Commission under cover of Form SE.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A) 1. FINANCIAL STATEMENTS.
The consolidated financial statements of Reliance Group Holdings, Inc. and
Subsidiaries, which appear on pages 28 through 53 of the Reliance Group Holdings
1994 Annual Report, are incorporated herein by reference.
<TABLE>
<CAPTION>
PAGE REFERENCE
---------------------
1994
ANNUAL
FORM 10-K REPORT
--------- ------
<S> <C> <C>
RELIANCE GROUP HOLDINGS, INC. AND SUBSIDIARIES:
Independent Auditors' Report........................................................... A-1
Consolidated Financial Statements at December 31, 1994 and 1993 and for the three years
ended December 31, 1994:
Statement of Operations........................................................... 28
Balance Sheet..................................................................... 29
Statement of Changes in Shareholders' Equity...................................... 30
Statement of Cash Flows........................................................... 31
Notes to Financial Statements (1-18).............................................. 32-53
</TABLE>
2. FINANCIAL STATEMENT SCHEDULES
<TABLE>
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I --Summary of Investments--Other Than Investments in Related Parties.................... A-2
II --Condensed Financial Information of the Registrant at December 31, 1994 and
1993 and for the three years ended December 31, 1994:
Statement of Operations......................................................... A-3
Balance Sheet................................................................... A-4
Statement of Cash Flows......................................................... A-5
III--Supplementary Insurance Information................................................. A-6
IV--Reinsurance.......................................................................... A-7
VI--Supplemental Information Concerning Property and
Casualty Insurance Operations..................................................... A-8
</TABLE>
Pursuant to Rule 1-02(v) of Regulation S-X, Reliance Insurance Group's
investment in Zenith National Insurance Corp. meets the definition of a
'significant subsidiary.' Zenith National Insurance Corp. files financial
statements with the Securities and Exchange Commission which should be referred
to for additional information.
25
<PAGE>
3. EXHIBITS
<TABLE>
<S> <C>
3.1 Reliance Group Holdings' Certificate of Incorporation, as amended (incorporated by reference to
Exhibit 3(a) to Registration Statement No. 2-77043).
3.2 Amendment to Exhibit 3.1, as filed with the Secretary of State of the State of Delaware on July 22,
1986 (incorporated by reference to Exhibit 3.2 to Registration Statement No. 33-7493).
3.3 Reliance Group Holdings' By-Laws, as amended (incorporated by reference to Exhibit 3.3 to Reliance
Group Holdings' Annual Report on Form 10-K for the year ended December 31, 1991).
3.4 Amendment to Exhibit 3.1, as filed with the Secretary of State of the State of Delaware on May 27,
1993 (incorporated by reference to Exhibit 4.5 to Registration Statement No. 33-67396).
*4.
+10.1 1990 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.2 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1990).
+10.2 1991 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.3 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1991).
+10.3 1992 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.4 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1992).
+10.4 1993 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.4 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1993).
+10.5 1994 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.5 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1994).
+10.6 Employment Agreement between Reliance Group Holdings and Saul P. Steinberg, dated as of January 1,
1992 (incorporated by reference to Exhibit 10.6 to Reliance Group Holdings' Annual Report on Form 10-K
for the year ended December 31, 1991).
+10.7 First Amendment, dated as of January 1, 1994, to Employment Agreement between Reliance Group Holdings
and Saul P. Steinberg, dated as of January 1, 1992 (incorporated by reference to Exhibit 10.6 to
Reliance Group Holdings' Annual Report on Form 10-K for the year ended December 31, 1993).
+10.8 Second Amendment, dated as of March 31, 1994, to Employment Agreement, dated as of January 1, 1992,
between Reliance Group Holdings and Saul P. Steinberg (incorporated by reference to Exhibit 10.1 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended March 31, 1994).
+10.9 Employment Agreement between Reliance Insurance Company and Saul P. Steinberg, dated as of January 1,
1992 (incorporated by reference to Exhibit 10.7 to Reliance Group Holdings' Annual Report on Form 10-K
for the year ended December 31, 1991).
</TABLE>
- ------------------
* Neither Reliance Group Holdings nor its subsidiaries is a party to any
instrument relating to long-term debt under which the securities authorized
exceed 10% of the total consolidated assets of Reliance Group Holdings and
its subsidiaries. Copies of instruments relating to long-term debt of lesser
amounts will be provided to the Securities and Exchange Commission upon
request.
+ Management contract or compensatory plan or arrangement required to be filed
as an Exhibit to this Form 10-K pursuant to Item 14(c).
26
<PAGE>
<TABLE>
<S> <C>
+10.10 First Amendment, dated as of January 1, 1994, to Employment Agreement between Reliance Insurance
Company and Saul P. Steinberg, dated as of January 1, 1992 (incorporated by reference to Exhibit 10.6
to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1993).
+10.11 Second Amendment, dated as of March 31, 1994, to Employment Agreement, dated as of January 1, 1992,
between Reliance Insurance Company and Saul P. Steinberg (incorporated by reference to Exhibit 10.1 to
Reliance Insurance Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994).
+10.12 Employment Agreement between Reliance Group Holdings and Robert M. Steinberg, dated as of January 1,
1994 (incorporated by reference to Exhibit 10.9 to Reliance Group Holdings' Annual Report on Form 10-K
for the year ended December 31, 1993).
+10.13 First Amendment, dated as of March 31, 1994, to Employment Agreement, dated as of January 1, 1994,
between Reliance Group Holdings and Robert M. Steinberg (incorporated by reference to Exhibit 10.3 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended March 31, 1994).
+10.14 Employment Agreement between Reliance Insurance Company and Robert M. Steinberg, dated as of January
1, 1994 (incorporated by reference to Exhibit 10.7 to Reliance Insurance Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
+10.15 First Amendment, dated as of March 31, 1994, to Employment Agreement, dated as of January 1, 1994,
between Reliance Insurance Company and Robert M. Steinberg (incorporated by reference to Exhibit 10.2
to Reliance Insurance Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994).
+10.16 1986 Stock Option Plan of Reliance Group Holdings, as amended (incorporated by reference to Exhibit
19.2 to Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended June 30, 1990).
+10.17 The 1994 Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).
+10.18 The Reliance Group Holdings, Inc. 1994 Stock Option Plan (incorporated by reference to Exhibit 10.2 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).
+10.19 The Reliance Group Holdings, Inc. Executive Bonus Plan (incorporated by reference to Exhibit 10.3 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).
**+10.20 The 1995 Amendment to The Reliance Group Holdings, Inc. Executive Bonus Plan.
+10.21 The Executive Bonus Plan for James E. Yacobucci, Senior Vice President-Investments, of Reliance Group
Holdings (incorporated by reference to Exhibit 10.4 to Reliance Group Holdings' Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994).
+10.22 Reliance National Risk Specialists 1988 Key Management Incentive Plan (incorporated by reference to
Exhibit 10.9 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December
31, 1988).
+10.23 Reliance National Risk Specialists 1992 Key Management Incentive Plan (incorporated by reference to
Exhibit 10.9 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December
31, 1993).
</TABLE>
- ------------------
+ Management contract or compensatory plan or arrangement required to be filed
as an Exhibit to this Form 10-K pursuant to Item 14(c).
** Previously filed with the Form 10-K to which this Form 10K/A,
Amendment No. 1, relates.
27
<PAGE>
<TABLE>
<S> <C>
+10.24 Reliance National Risk Specialists 1993 Key Management Incentive Plan (incorporated by reference to
Exhibit 10.10 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December
31, 1993).
+10.25 Reliance National Risk Specialists 1994 Key Management Incentive Plan (incorporated by reference to
Exhibit 10.14 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December
31, 1994).
+10.26 Memorandum, dated February 8, 1989, summarizing employment arrangements between Reliance Insurance
Company and Dennis Busti (incorporated by reference to Exhibit 10.8 to Reliance Insurance Company's
Annual Report on Form 10-K for the year ended December 31, 1988).
+10.27 Employment Agreement, dated as of September 12, 1994, between Reliance Insurance Company and Dean W.
Case (incorporated by reference to Exhibit 10.3 to Reliance Insurance Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994).
10.28 Asset Purchase Agreement, dated July 24, 1992, between Frank B. Hall & Co. Inc. ('Hall') and Aon
Corporation ('Aon') (incorporated by reference to Exhibit 2.1 to Reliance Group Holdings' Quarterly
Report on Form 10-Q for the quarter ended June 30, 1992).
10.29 Agreement and Plan of Merger, dated as of July 24, 1992, among Reliance Group Holdings, Hall and
Prometheus Liquidating Corp. (incorporated by reference to Exhibit 2.2 to Reliance Group Holdings'
Quarterly Report on Form 10-Q for the quarter ended June 30, 1992).
10.30 Parent Undertaking Agreement, dated July 24, 1992, among Reliance Group Holdings, Inc., Reliance
Insurance Company and Aon (incorporated by reference to Exhibit 28.1 to Reliance Group Holdings'
Quarterly Report on Form 10-Q for the quarter ended June 30, 1992).
10.31 Employee Benefit Agreement, dated July 24, 1992, among Reliance Group Holdings and Aon (incorporated
by reference to Exhibit 28.2 to Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992).
10.32 Amendment, dated November 2, 1992, to Exhibit 10.28 (incorporated by reference to Exhibit 2.1 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended September 30, 1992).
10.33 Underwriting Agreement, dated October 30, 1992, among Shearson Lehman Brothers Inc., Salomon Brothers,
Inc., Commonwealth Land Title Insurance Company ('Commonwealth'), Commonwealth Mortgage Assurance
Company ('CMAC') and CMAC Investment Corporation ('CIC') (incorporated by reference to Exhibit 10.1 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended September 30, 1992).
10.34 International Underwriting Agreement, dated October 30, 1992, among Lehman Brothers International
Limited, Salomon Brothers International Limited, Commonwealth, CMAC and CIC (incorporated by reference
to Exhibit 10.2 to Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended
September 30, 1992).
10.35 Settlement Agreement and Release, dated June 2, 1989, between James P. Corcoran, Superintendent of
Insurance of the State of New York, as Liquidator of Union Indemnity Insurance Company of New York,
Inc. and Hall (now known as Prometheus Funding Corp.) (incorporated herein by reference to Exhibit
10.01 to Frank B. Hall & Co. Inc.'s report on Form 10-Q for the quarter ended June 30, 1989).
10.36 Stock Purchase Agreement, dated April 3, 1993, by and among Reliance Group Holdings, Inc., Reliance
Insurance Company and General Electric Capital Corporation (incorporated by reference to Exhibit 10.22
to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1992).
</TABLE>
- ------------------
+ Management contract or compensatory plan or arrangement required to be
filed as an Exhibit to this Form 10-K pursuant to Item 14(c).
28
<PAGE>
<TABLE>
<S> <C>
10.37 First Amendment, dated as of May 31, 1993, to Exhibit 10.36 (incorporated by reference to Exhibit 2.2
to Reliance Insurance Company's Current Report on Form 8-K dated (date of earliest event reported)
July 14, 1993).
10.38 Amendment, dated July 14, 1993, to Exhibit 10.36 (incorporated by reference to Exhibit 2.3 to Reliance
Insurance Company's Current Report on Form 8-K dated (date of earliest event reported) July 14, 1993).
**13.1 Reliance Group Holdings 1994 Annual Report.
**21.1 List of Subsidiaries of Reliance Group Holdings.
**23.1 Consent of Deloitte & Touche LLP.
**27.1 Financial Data Schedule.
***++28.1 Schedule P from the statutory reports of the Reliance Property and Casualty Companies.
****99.1 Annual Report on Form 11-K of Reliance Insurance Company Savings Incentive Plan for the year ended
December 31, 1994.
</TABLE>
- ------------------
++ Schedule P from the statutory reports of Zenith National Insurance Corp.,
34.7% of the outstanding common stock of which is owned by the Reliance
Insurance Group, is omitted herefrom as such Schedule P is filed directly
with the Securities and Exchange Commission.
** Previously filed with the Form 10-K to which this Form 10K/A, Amendment
No. 1, relates.
*** Schedule P will be filed with the Commission on April 28, 1995 under cover
of Form SE.
**** To be filed by Amendment.
(B) REPORTS ON FORM 8-K
During the last quarter of the period for which this report is filed, the
Company filed a Report on Form 8-K, dated (date of earliest event reported)
November 28, 1994, reporting an Item 5 matter regarding an order of the
insurance commissioner of California.
29
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ON THE 27TH DAY OF
APRIL, 1995.
RELIANCE GROUP HOLDINGS, INC.
By: SAUL P. STEINBERG
---------------------------------
SAUL P. STEINBERG
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
<PAGE>
RELIANCE GROUP HOLDINGS
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<S> <C>
3.1 Reliance Group Holdings' Certificate of Incorporation, as amended (incorporated by reference to
Exhibit 3(a) to Registration Statement No. 2-77043).
3.2 Amendment to Exhibit 3.1, as filed with the Secretary of State of the State of Delaware on July 22,
1986 (incorporated by reference to Exhibit 3.2 to Registration Statement No. 33-7493).
3.3 Reliance Group Holdings' By-Laws, as amended (incorporated by reference to Exhibit 3.3 to Reliance
Group Holdings' Annual Report on Form 10-K for the year ended December 31, 1991).
3.4 Amendment to Exhibit 3.1, as filed with the Secretary of State of the State of Delaware on May 27,
1993 (incorporated by reference to Exhibit 4.5 to Registration Statement No. 33-67396).
*4.
+10.1 1990 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.2 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31,
1990).
+10.2 1991 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.3 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31,
1991).
+10.3 1992 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.4 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31,
1992).
+10.4 1993 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.4 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31,
1993).
+10.5 1994 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.5 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31,
1994).
+10.6 Employment Agreement between Reliance Group Holdings and Saul P. Steinberg, dated as of January 1,
1992 (incorporated by reference to Exhibit 10.6 to Reliance Group Holdings' Annual Report on Form
10-K for the year ended December 31, 1991).
+10.7 First Amendment, dated as of January 1, 1994, to Employment Agreement between Reliance Group Holdings
and Saul P. Steinberg, dated as of January 1, 1992 (incorporated by reference to Exhibit 10.6 to
Reliance Group Holdings' Annual Report on Form 10-K for the year ended December 31, 1993).
+10.8 Second Amendment, dated as of March 31, 1994, to Employment Agreement, dated as of January 1, 1992,
between Reliance Group Holdings and Saul P. Steinberg (incorporated by reference to Exhibit 10.1 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended March 31, 1994).
</TABLE>
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* Neither Reliance Group Holdings nor its subsidiaries is a party to any
instrument relating to long-term debt under which the securities authorized
exceed 10% of the total consolidated assets of Reliance Group Holdings and
its subsidiaries. Copies of instruments relating to long-term debt of lesser
amounts will be provided to the Securities and Exchange Commission upon
request.
+ Management contract or compensatory plan or arrangement required to be filed
as an Exhibit to this Form 10-K pursuant to Item 14(c).
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<S> <C>
+10.9 Employment Agreement between Reliance Insurance Company and Saul P. Steinberg, dated as of January 1,
1992 (incorporated by reference to Exhibit 10.7 to Reliance Group Holdings' Annual Report on Form
10-K for the year ended December 31, 1991).
+10.10 First Amendment, dated as of January 1, 1994, to Employment Agreement between Reliance Insurance
Company and Saul P. Steinberg, dated as of January 1, 1992 (incorporated by reference to Exhibit 10.6
to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1993).
+10.11 Second Amendment, dated as of March 31, 1994, to Employment Agreement, dated as of January 1, 1992,
between Reliance Insurance Company and Saul P. Steinberg (incorporated by reference to Exhibit 10.1
to Reliance Insurance Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994).
+10.12 Employment Agreement between Reliance Group Holdings and Robert M. Steinberg, dated as of January 1,
1994 (incorporated by reference to Exhibit 10.9 to Reliance Group Holdings' Annual Report on Form
10-K for the year ended December 31, 1993).
+10.13 First Amendment, dated as of March 31, 1994, to Employment Agreement, dated as of January 1, 1994,
between Reliance Group Holdings and Robert M. Steinberg (incorporated by reference to Exhibit 10.3 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended March 31, 1994).
+10.14 Employment Agreement between Reliance Insurance Company and Robert M. Steinberg, dated as of January
1, 1994 (incorporated by reference to Exhibit 10.7 to Reliance Insurance Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
+10.15 First Amendment, dated as of March 31, 1994, to Employment Agreement, dated as of January 1, 1994,
between Reliance Insurance Company and Robert M. Steinberg (incorporated by reference to Exhibit 10.2
to Reliance Insurance Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994).
+10.16 1986 Stock Option Plan of Reliance Group Holdings, as amended (incorporated by reference to Exhibit
19.2 to Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended June 30, 1990).
+10.17 The 1994 Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).
+10.18 The Reliance Group Holdings, Inc. 1994 Stock Option Plan (incorporated by reference to Exhibit 10.2
to Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).
+10.19 The Reliance Group Holdings, Inc. Executive Bonus Plan (incorporated by reference to Exhibit 10.3 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).
**+10.20 The 1995 Amendment to The Reliance Group Holdings, Inc. Executive Bonus Plan.
+10.21 The Executive Bonus Plan for James E. Yacobucci, Senior Vice President-Investments, of Reliance Group
Holdings (incorporated by reference to Exhibit 10.4 to Reliance Group Holdings' Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994).
+10.22 Reliance National Risk Specialists 1988 Key Management Incentive Plan (incorporated by reference to
Exhibit 10.9 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December
31, 1988).
</TABLE>
- ------------------
+ Management contract or compensatory plan or arrangement required to be
filed as an Exhibit to this Form 10-K pursuant to Item 14(c).
** Previously filed with the Form 10-K to which this Form 10-K/A, Amendment
No. 1 relates.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<S> <C>
+10.23 Reliance National Risk Specialists 1992 Key Management Incentive Plan (incorporated by reference to
Exhibit 10.9 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December
31, 1993).
+10.24 Reliance National Risk Specialists 1993 Key Management Incentive Plan (incorporated by reference to
Exhibit 10.10 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December
31, 1993).
+10.25 Reliance National Risk Specialists 1994 Key Management Incentive Plan (incorporated by reference to
Exhibit 10.14 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December
31, 1994).
+10.26 Memorandum, dated February 8, 1989, summarizing employment arrangements between Reliance Insurance
Company and Dennis Busti (incorporated by reference to Exhibit 10.8 to Reliance Insurance Company's
Annual Report on Form 10-K for the year ended December 31, 1988).
+10.27 Employment Agreement, dated as of September 12, 1994, between Reliance Insurance Company and Dean W.
Case (incorporated by reference to Exhibit 10.3 to Reliance Insurance Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994).
10.28 Asset Purchase Agreement, dated July 24, 1992, between Frank B. Hall & Co. Inc. ('Hall') and Aon
Corporation ('Aon') (incorporated by reference to Exhibit 2.1 to Reliance Group Holdings' Quarterly
Report on Form 10-Q for the quarter ended June 30, 1992).
10.29 Agreement and Plan of Merger, dated as of July 24, 1992, among Reliance Group Holdings, Hall and
Prometheus Liquidating Corp. (incorporated by reference to Exhibit 2.2 to Reliance Group Holdings'
Quarterly Report on Form 10-Q for the quarter ended June 30, 1992).
10.30 Parent Undertaking Agreement, dated July 24, 1992, among Reliance Group Holdings, Inc., Reliance
Insurance Company and Aon (incorporated by reference to Exhibit 28.1 to Reliance Group Holdings'
Quarterly Report on Form 10-Q for the quarter ended June 30, 1992).
10.31 Employee Benefit Agreement, dated July 24, 1992, among Reliance Group Holdings and Aon (incorporated
by reference to Exhibit 28.2 to Reliance Group Holdings' Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992).
10.32 Amendment, dated November 2, 1992, to Exhibit 10.28 (incorporated by reference to Exhibit 2.1 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended September 30, 1992).
10.33 Underwriting Agreement, dated October 30, 1992, among Shearson Lehman Brothers Inc., Salomon
Brothers, Inc., Commonwealth Land Title Insurance Company ('Commonwealth'), Commonwealth Mortgage
Assurance Company ('CMAC') and CMAC Investment Corporation ('CIC') (incorporated by reference to
Exhibit 10.1 to Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter ended
September 30, 1992).
10.34 International Underwriting Agreement, dated October 30, 1992, among Lehman Brothers International
Limited, Salomon Brothers International Limited, Commonwealth, CMAC and CIC (incorporated by
reference to Exhibit 10.2 to Reliance Group Holdings' Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992).
10.35 Settlement Agreement and Release, dated June 2, 1989, between James P. Corcoran, Superintendent of
Insurance of the State of New York, as Liquidator of Union Indemnity Insurance Company of New York,
Inc. and Hall (now known as Prometheus Funding Corp.) (incorporated herein by reference to Exhibit
10.01 to Frank B. Hall & Co. Inc.'s report on Form 10-Q for the quarter ended June 30, 1989).
</TABLE>
- ------------------
+ Management contract or compensatory plan or arrangement required to be
filed as an Exhibit to this Form 10-K pursuant to Item 14(c).
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<S> <C>
10.36 Stock Purchase Agreement, dated April 3, 1993, by and among Reliance Group Holdings, Inc., Reliance
Insurance Company and General Electric Capital Corporation (incorporated by reference to Exhibit
10.22 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31,
1992).
10.37 First Amendment, dated as of May 31, 1993, to Exhibit 10.36 (incorporated by reference to Exhibit 2.2
to Reliance Insurance Company's Current Report on Form 8-K dated (date of earliest event reported)
July 14, 1993).
10.38 Amendment, dated July 14, 1993, to Exhibit 10.36 (incorporated by reference to Exhibit 2.3 to
Reliance Insurance Company's Current Report on Form 8-K dated (date of earliest event reported) July
14, 1993).
**13.1 Reliance Group Holdings 1994 Annual Report.
**21.1 List of Subsidiaries of Reliance Group Holdings.
**23.1 Consent of Deloitte & Touche LLP
**27.1 Financial Data Schedule.
***++28.1 Schedule P from the statutory reports of the Reliance Property and Casualty Companies.
****99.1 Annual Report on Form 11-K of Reliance Insurance Company Savings Incentive Plan for the year ended
December 31, 1994.
</TABLE>
- ------------------
++ Schedule P from the statutory reports of Zenith National Insurance Corp.,
34.7% of the outstanding common stock of which is owned by the Reliance
Insurance Group, is omitted herefrom as such Schedule P is filed directly
with the Securities and Exchange Commission.
** Previously filed with the Form 10-K to which this Form 10-K/A, Amendment
No. 1, relates.
*** Schedule P will be filed with the Securities and Exchange Commission on
April 28, 1995 under cover of Form SE.
**** To be filed by Amendment.
