<PAGE>
As filed with the Securities and Exchange Commission on
February 25, 1998
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
MMI COMPANIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 36-3263253
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
540 Lake Cook Road, Deerfield, Illinois
60015-5290
(Address of principal Executive Offices)
(Zip Code)
1993 Non-Employee Directors' Formula Stock Option Plan
1993 Employee Stock Plan
(Full title of the plans)
Wayne A. Sinclair, Esq.
MMI Companies, Inc.
540 Lake Cook Road, Deerfield, Illinois 60015-5290
(Name and address of agent for service)
(847) 940-7550
(Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount to be Proposed Proposed Amount
Securities Registered Maximum Maximum of
to be (1) (2) Offering Aggregate Registration
Registered Price Per Offering Fee
(2) Share Price (3)
Common
Stock, $.10 50,000 $25.75 (3) $1,287,500(3) $379.81
par value
Common
Stock, $.10 1,070,845 $18.5644 (4) $19,879,587.85(4) $5,864.48
par value
</TABLE>
(1) There are also registered hereby such indeterminate number of
shares of common stock as may become issuable by reason of the
operation of the anti-dilution provisions of the Plans.
(2) This Registration Statement also covers the associated
preferred stock purchase rights (the "Rights") issued pursuant to
a Rights Agreement dated as of June 14, 1997 (the "Rights
Agreement"), by and between the Registrant and ChaseMellon
Shareholder Services L.L.C., as Rights Agent. Until the
occurrence of certain prescribed events, the Rights are not
exercisable, are evidenced by the certificates for the
Registrant's common stock, and will be transferred along with and
only with such securities. Thereafter, separate certificates
will be issued representing one Right for each share of common
stock of the Registrant, subject to adjustment as provided in the
Rights Agreement.
(3) Pursuant to Rule 457(h), the offering price for these
additional shares is estimated solely for the purpose of
determining the registration fee and is based on the average high
and low prices of the common stock on the New York Stock Exchange
on February 20, 1998 which was $25.75 per share.
(4) Includes 271,342 shares with respect to which options were
granted at an exercise price of $5.35 per share and 299,486
shares with respect to which options were granted at an exercise
price of $18.54 per share. An additional 500,017 shares are to
be offered at prices not presently determined. Pursuant to Rule
457(h), the offering price for these additional shares is
estimated solely for the purpose of determining the registration
fee and is based on the average high and low prices of the common
stock on the New York Stock Exchange on February 20, 1998 which
was $25.75 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to Rule 416 of the Securities Act, this
Registration Statement shall be deemed to cover any additional
shares offered under the Plans in order to reflect share splits,
share dividends, mergers and other capital changes.
Item 3. Incorporation of Documents by Reference.
This Registration Statement is being filed to register
50,000 additional shares of common stock, $0.10 par value (the
"Common Stock"), of MMI Companies, Inc., a Delaware corporation
(the "Corporation" or the "Registrant"), under its 1993 Non-
Employee Directors' Formula Stock Option Plan (the "Directors'
Plan"), and 1,070,845 additional shares of Common Stock under its
1993 Employee Stock Plan (the "Employee Plan" and, together with
the Directors' Plan, the "Plans"). The Registrant's Registration
Statement on Form S-8 #33-81228 which was filed by the Registrant
with the Commission pursuant to the Securities Act and became
effective on July 6, 1994 registered 137,500 shares of Common
Stock for issuance under the Directors' Plan, and 1,237,500
shares of Common Stock for issuance under the Employee Plan. The
following documents filed by the Registrant (File No. 1-11920)
with the Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended to date;
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, as amended to date;
(c) Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, as amended to date;
(d) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997;
(e) the description of Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed April 28,
1993, pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and all amendments thereto
filed for the purpose of updating such description;
(f) the description of the Registrant's Shareholder Rights
Plan contained in the Registrant's Registration Statement on Form
8-A filed June 27, 1997; and
(g) the Registrant's Current Reports on Form 8-K dated June
25, 1997 and filed June 27, 1997, dated June 17, 1997 and filed
June 18, 1997, and dated and filed December 23, 1997.
All reports and other documents subsequently filed by the
Registrant 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 hereby 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 in a document 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 incorporated
or 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.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant, being incorporated under the General
Corporation Law of the State of Delaware, as amended from time to
time (the "DGCL"), is empowered by Section 145 of the DGCL,
subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him or her in connection with any
threatened, pending or completed action, suit or proceeding to
which such person is made a party or threatened to be made a
party by reason of the fact that he or she is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise ("Corporate Persons"). Section
145 provides that indemnification pursuant to its provisions is
not exclusive of other rights of indemnification to which a
person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
Article XIV of the Registrant's by-laws provides for
indemnification and insurance on behalf of the Corporate Persons.
Article XIV provides that the Registrant will indemnify any
Corporate Person who is or was a party, or is threatened to be
made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (an "Action") by reason of the fact that he or she
is or was a Corporate Person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with
such Action, if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best
interests of the Registrant and, with respect to any criminal
Action, had no reasonable cause to believe his or her conduct was
unlawful. With respect to an Action by or in the right of the
Registrant, Article XIV also provides that no indemnification
shall be made in respect of any claim, issue or matter as to
which the Corporate Person is adjudged to be liable for
negligence or misconduct in the performance of his or her duty to
the Registrant, except to the extent that the court in which the
Action was brought determines upon application that in view of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court
shall deem proper. To the extent that a Corporate Person has been
successful in the defense of any Action, or in the defense of any
claim, issue or matter therein, Article XIV provides that he or
she will be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in
connection therewith. Any indemnification under Article XIV
(unless ordered by a court) will be made only as authorized in
the specific case, upon a determination, reasonably made, that
indemnification is proper in the circumstances because the
Corporate Person has met the applicable standards of conduct.
Such determination may be made (i) by the board of directors of
the Registrant by a majority vote of a quorum consisting of
directors who were not parties to such Action, or (ii) if such
quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (iii) by the stockholders of the
Registrant by a majority vote of a quorum consisting of
stockholders who were not parties to such Action. Also, Article
XIV provides that the Registrant will pay the expenses incurred
in defending an Action in advance of the final disposition of
such Action as authorized by the board of directors of the
Registrant in the specific case upon receipt of an undertaking by
or on behalf of the Corporate Person to repay such amount. The
indemnification provided by Article XIV is not exclusive of any
other rights of indemnification to which Corporate Persons may be
entitled. Article XIV also authorizes the Registrant to purchase
insurance on behalf of any Corporate Person against any liability
incurred by him or her in, or arising out of, his or her status
as a Corporate Person, whether or not the Registrant would have
the power to indemnify him or her against such liability.
Article Ninth of the Registrant's certificate of
incorporation eliminates, to the fullest extent permitted by
paragraph (7) of subsection (b) of Section 102 of the DGCL, as
the same may be amended or supplemented, or any corresponding
provision of the DGCL, the personal liability of directors. That
paragraph allows corporations incorporated under the DGCL to
eliminate the personal liability of a director to the corporation
or its stockholders for monetary damages for a breach of
fiduciary duty as a director. However, that paragraph does not
allow corporations to limit the liability of a director (i) for
any breach of his or her duty of loyalty to the corporation or
<PAGE>
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payment of a dividend or unlawful stock
purchase or redemption, or (iv) for any transaction for which the
director derived an improper personal benefit.
The Corporation maintains liability insurance for its
directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement, 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;
(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;
(4) that, for the 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;
(5) 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 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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City
of Deerfield, State of Illinois, on the 25th day of February,
1998.
MMI COMPANIES, INC.
By: __/s/ B. Frederick Becker
B. Frederick Becker
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Date: February 25, 1998 By: /s/ B. Frederick Becker
B. Frederick Becker
Chairman, Chief Executive
Officer and Director
Date: February 25, 1998 By: /s/ Paul M. Orzech
Paul M. Orzech
Executive Vice President
and Chief Financial Officer
Date: February 25, 1998 By: /s/ Joseph R. Herman
Joseph R. Herman
Senior Vice President
and Controller
Date: February 25, 1998 By:__*____________________
Richard R. Barr
Director
Date: By: ______________________
George B. Caldwell
Director
Date: February 25, 1998 By:__*____________________
K. James Ehlen, M.D.
Director
Date: February 25, 1998 By:__*____________________
F. Laird Facey, M.D.
Director
Date: February 25, 1998 By:__*____________________
William M. Kelley
Director
Date: February 25, 1998 By:__*____________________
Andrew D. Kennedy
Director
Date: February 25, 1998 By:__*____________________
Timothy R. McCormick
Director
Date: February 25, 1998 By:__*____________________
Gerald L. McManis
Director
<PAGE>
Date: February 25, 1998 By:__*____________________
Scott S. Parker
Director
Date: February 25, 1998 By:__*____________________
Edward C. Peddie
Director
Date: February 25, 1998 By:__*____________________
Joseph D. Sargent
Director
Date: By: ______________________
Alan C. Guy
Director
Date: By: ______________________
Ian G. Sinclair
Director
Date: By: ______________________
Robert A. Spass
Director
* By his signature below, B. Frederick Becker, pursuant to
duly executed powers of attorney filed with the Securities and
Exchange Commission, has signed this Registration Statement on
February 25, 1998 on behalf of the above listed persons
designated by asterisks, in the capacities set forth under their
respective names.
By: /s/ B. Frederick Becker
B. Frederick Becker
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4.1 Certificate of Incorporation of the
Registrant (filed as an exhibit to the
Registrant's Quarterly Report on Form 10-Q
dated June 30, 1996 and incorporated herein
by reference)
4.2 Bylaws of the Registrant (filed as an exhibit
to the Registrant's Annual
Report on Form 10-K dated December 31, 1994
and incorporated herein by reference)
4.3 Rights Agreement dated as of June 14, 1997 by
and between the Registrant and ChaseMellon Shareholder
Services L.L.C., as Rights Agent (filed as an
exhibit to the Registrant's Registration
Statement No. 333-32027 on Form S-4 and
incorporated herein by reference)
4.4 Description of specimen stock certificate
representing Rights (filed as an
exhibit to the Registrant's Registration
Statement No. 333-32027 on
Form S-4 and incorporated herein by
reference)
4.5 Amended 1993 Employee Stock Plan, effective
January 15, 1993
4.6 1993 Non-Employee Directors' Formula Stock
Option Plan (filed as an exhibit to the Registrant's
Registration Statement No. 333-32027 on Form
S-4 and incorporated herein by reference)
5.1 Opinion of Wildman, Harrold, Allen & Dixon
23.1 Consent of Ernst & Young LLP
23.2 Consent of Wildman, Harrold, Allen & Dixon
(included in Exhibit 5.1)
24.1 Powers of Attorney
<PAGE>
Exhibit 4.5
MMI COMPANIES, INC.
1993 EMPLOYEE STOCK PLAN
ARTICLE I
PURPOSE OF THE PLAN
The purpose of the MMI Companies, Inc. 1993 Employee
Stock Plan is to promote the long-term growth of MMI
Companies, Inc. by rewarding key management employees with a
proprietary interest in MMI Companies, Inc. for outstanding
long-term performance and to attract, motivate and retain
highly qualified and capable management employees.
ARTICLE II
DEFINITIONS
2.1 "Award" means an award granted to a Participant
under the Plan in the form of an Option or Restricted Stock,
or any combination of the foregoing.
2.2 "Board" means the Board of Directors of MMI
Companies, Inc.
2.3 "Committee" shall mean the Personnel and
Compensation Committee of the Board.
2.4 "Corporation" means MMI Companies, Inc.
2.5 "Disability" means total disability as
defined from time to time under the
MMI Companies, Inc. Long-Term Disability Plan.
2.6 "Exchange Act" means the Securities Exchange Act
of 1934, as amended.
2.7 "Fair Market Value" means (i) if the Shares are
listed for trading on a national securities exchange, the
closing price per Share on such exchange on the Option Grant
Date, or, (ii) if the Shares are not listed on any
securities exchange, but are publicly traded and reported by
the National Association of Securities Dealers through their
Automated Quotation System ("NASDAQ"), then the closing
price as reported by NASDAQ on the Option Grant Date, or
(iii) if the Shares are not publicly traded, then the fair
market value of a Share shall be as determined by the
Committee.
2.8 "Incentive Stock Option" means an Option which
meets the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended, or any successor law.
2.9 "Option" means an option awarded under Article
VIII to purchase Shares. An Option may be either an
Incentive Stock Option or a Non-Qualified Stock Option.
2.10 "Option Exercise Period" means the period from the
Option Grant Date to the date on which an Option expires.
<PAGE>
2.11 "Option Grant Date" means the date upon which the
Option is granted to the Optionee.
2.12 "Optionee" means the employee of the Corporation to
whom an Option has been granted.
2.13 "Non-Qualified Stock Option" means an Option
which does not meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, or any successor
law.
2.14 "Participant" means an employee of the
Corporation or any Subsidiary to whom an Award has been
granted which has not terminated, expired or been fully
exercised.
2.15 "Plan" means the MMI Companies, Inc. 1993 Employee
Stock Plan, as it may be amended and restated from time to time.
2.16 "Restriction Period" means the period of time, which
may be a single period or multiple periods, during which Restricted
Stock awarded to a Participant remains subject to the restrictions
imposed on such Shares, as determined by the Committee.
2.17 "Restrictions" means the restrictions and conditions
imposed on Restricted Stock awarded to a Participant, as determined
by the Committee, which must be satisfied in order for the Restricted
Stock to vest, in whole or in part, in the Participant.
2.18 "Restricted Stock" means Shares awarded under the Plan subject
to Restriction Period(s) and Restrictions which constitute a
"substantial risk of forfeiture" as defined in Section 83 of the
Internal Revenue Code of 1986, as amended, or any successor law.
2.19 "Restricted Stock Agreement" means a written agreement between a
Participant and the Corporation evidencing an Award of Restricted Stock.
2.20 "Restricted Stock Award Date" means the date on which the
Restricted Stock is granted to the Participant.
2.21 "Retirement" means retirement from active employment with the
Corporation or any Subsidiary.
2.22 "Shares" means shares of Common Stock, par value $0.10 per share
of the Corporation.
2.23 "Stock Option Agreement" means a written agreement between a
Participant and the Corporation evidencing an Award of an Option.
2.24 "Subsidiary" means any domestic or foreign corporation or entity
of which the Corporation owns, directly or indirectly, at least 51% of
the total combined voting power of such corporation or other entity.
ARTICLE III
ADMINISTRATION OF THE PLAN
3.1 Administrator of the Plan. The Plan shall be
administered by the Committee. The Committee shall be
comprised of directors who are "disinterested persons" as
defined in Rule 16b-3 or any successor rule of the
Securities and Exchange Commission.
<PAGE>
3.2 Authority of Committee. The Committee shall
have full power and authority to:
(i) exercise all of the powers granted to it
under the Plan;
(ii) designate the Participants to whom Options o
r Restricted Stock may be granted from time to time;
(iii) determine the type of Award to be granted t
o each Participant under the Plan and the number of Shares
subject thereto;
(iv) determine the duration of the Restriction Pe
riod and the Restrictions to be imposed with respect to
each Award of Restricted Stock;
(v) interpret and construe the Plan and adopt
and rescind such rules and regulations as it shall deem
necessary and advisable to implement and administer the
Plan and to correct any defect, supply any omission and
reconcile any inconsistency in the Plan;
(vi) approve the form and terms and conditions of
each Restricted Stock Agreement and Stock Option Agreement;
and
(vii)designate persons other than members of the Committee to carry
out its responsibilities, subject to such limitations, restrictions and
conditions as it may prescribe, provided that the Committee may not delegate
its authority (a) with respect to the granting of Awards to persons subject to
Sections 16(a) and 16(b) of the Exchange Act or (b) if such delegation would
cause the Plan not to comply with the requirements of Rule 16b-3 or any
successor rule of the Securities and Exchange Commission;
such determinations to he made in accordance with the
Committee's best business judgment as to the best interests
of the Corporation and its stockholders and in accordance
with the purposes of the Plan. The Committee's
determinations under the Plan need not be uniform and may
be made selectively among persons who receive, or are
eligible to receive, Awards under the Plan (whether or not
such persons are similarly situated).
3.3 Determinations of Committee. A majority of the
Committee shall constitute a quorum at any meeting of the
Committee, and all determinations of the Committee shall be
made by a majority of its members. Any determination of the
Committee under the Plan may be made without notice or a
meeting of the Committee by a written consent signed by all
members of the Committee. The determination of the
Committee on all matters relating to the Plan or any Stock
Option Agreement or Restricted Stock Agreement shall be
conclusive.
3.4 Delegation. The Committee may delegate such
non-discretionary administrative duties under the Plan to
one or more agents as it shall deem necessary or advisable.
3.5 Effect of Committee Determinations. No member of
the Committee or the Board shall be personally liable for
any action or determination made in good faith with respect
to the Plan, any Award, or any Restricted Stock or Stock
Option Agreement or any settlement of any dispute between a
Participant and the Corporation. Any decision made or
action taken by the Committee or the Board with respect to
an Award or the administration or interpretation of the
Plan or a Restricted Stock Agreement or Stock Option
Agreement shall be conclusive and binding upon all persons.
<PAGE>
ARTICLE IV
AWARDS UNDER THE PLAN
The Committee may, in its discretion, make Awards to
Participants under the Plan in the form of Non-Qualified
Stock Options, Incentive Stock Options or Restricted Stock,
or a combination thereof. Each Award of an Option shall be
evidenced by a Stock Option Agreement. If an Option is
designated as an Incentive Stock Option, the terms of such
Option and the related Option Agreement shall be in
conformance with Section 422 of the Internal Revenue Code
of 1986, as amended, or any successor law. Each Award of
Restricted Stock shall be evidenced by a Restricted Stock
Agreement. Every Stock Option Agreement and Restricted
Stock Agreement shall be consistent with the terms and
provisions of the Plan and contain such provisions as the
Committee deems necessary or desirable.
ARTICLE V
PARTICIPANTS
The Participants in the Plan shall be such officers
and key management employees of the Corporation and its
Subsidiaries as are designated by the Committee. A
Participant who has been granted an Award under the Plan
may be granted additional Awards under the Plan under such
circumstances and at such times as the Committee may
determine.
ARTICLE Vl
SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Article XIV, the
aggregate number of Shares which may be issued under the
Plan shall not exceed 2,308,345 Shares. Such Shares may be
authorized but unissued Shares or treasury Shares. Shares
issued or subject to issuance pursuant to Awards which
expire, are cancelled or otherwise terminate prior to the
vesting or issuance (as applicable) of the Shares, shall
again be available for future Awards.
ARTICLE Vll
NON-TRANSFERABILITY OF AWARDS
Awards granted under the Plan shall not be
transferable by the Participant during his or her lifetime
and may not be assigned, exchanged, pledged, transferred or
otherwise encumbered or disposed of except by will or by
the laws of descent and distribution or by a qualified
domestic relations order as defined by the Internal Revenue
Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act, or the rules thereunder.
Options shall be exercisable during the Optionee's lifetime
only by the Optionee or by the Optionee's guardian or legal
representative.
Notwithstanding the foregoing, from and after March 1,
1997, a Participant who is a Senior Vice President of the
Company, or who has a higher elected office with the
Company, or is President of any Subsidiary, may transfer
all or a portion of the options granted to such Participant
(including options outstanding on the date hereof) to (i)
the spouse, descendants (including adopted descendants and
grandchildren), or the spouses of children or grandchildren
of the Participant ("Immediate Family Members"), (ii) a
trust or trusts for the exclusive benefit of such Immediate
Family Members, or (iii) a partnership or limited liability
company in which such Immediate Family Members are the only
partners or
<PAGE>
members, provided that (x) there may be no consideration
for any such transfer (except issuance of a partnership or
limited liability company interest in case of transfer to a
family limited partnership or limited liability company),
(y) the stock option agreement pursuant to which such
options are granted must be approved by the Committee, and
must expressly provide, or be amended to provide, for
transferability in a manner consistent with this Article,
and (z) subsequent transfers of transferred options shall
be prohibited except by will or the laws of descent and
distribution. Following transfer, any such options shall
continue to be subject to the same terms and conditions as
applicable immediately prior to transfer, provided that for
purposes of Article VIII(b) hereof the term "Optionee"
shall be deemed to refer to the transferee. The events
relating to termination of employment of Article VIII(e)
hereof shall continue to be applied with respect to the
original Participant, following which the options shall be
exercisable by the transferee only to the extent, and for
the periods applicable to the transferor. The Committee
may, in its discretion, permit transfers to other persons
or entities on substantially the same terms.
ARTICLE VIII
OPTIONS
Each Option granted under the Plan shall be subject to
such terms and conditions as the Committee may, in its sole
discretion, determine and to the following terms and
conditions:
(a) Option Price. The option price per Share
shall be not less than the Fair Market Value on the Option
Grant Date.
(b) Exercise of Options. Each Option shall
be exercisable in the manner, on the dates and for the
number of Shares as shall be provided in the Stock Option
Agreement evidencing such Option, provided that no Option
shall be exercisable earlier than six months after its
Option Grant Date or later than the tenth anniversary of
its Option Grant Date.
Shares shall be issued to the Optionee pursuant to the
exercise of an Option only upon receipt by the Corporation
from the Optionee of payment in full of the option price of
the Shares being purchased. Payment of such option price
shall be made (a) by certified or official bank check
payable to the Corporation (or the equivalent thereof
acceptable to the Committee), or (b) with the consent of
the Committee, by delivery (either singularly or
sequentially by "pyramiding") of previously-acquired Shares
or the withholding of a portion of the Shares due upon
exercise having a Fair Market Value (determined as of the
date such Option is exercised) equal to all or part of the
option price and, if applicable, of a certified or official
bank check (or the equivalent acceptable to the Committee)
for any remaining portion of such option price. As soon as
practicable after receipt of such payment, the Corporation
shall, subject to the provisions of Article X, deliver to
the Participant a certificate or certificates for Shares.
To the extent permitted by the regulations of the
Federal Reserve Board governing margin requirements in
effect at the time of exercise of any Option (including any
exemption from margin requirements for employee stock
option plans if such exemption is available), the
Corporation may extend credit, or arrange for the extension
of credit, to each Optionee who exercises an Option, at the
time of such exercise, to assist the Optionee in the
purchase of Shares pursuant to such exercise. Such credit
will be collateralized by the Shares purchased and will be
in an amount not greater than the lesser of (i) the option
price of the Shares or (ii) the amount of credit permitted
by regulations of the Federal Reserve Board. The rate of
interest, terms of repayment and provisions for release of
collateral with respect to each such credit will be as
determined by the Committee at the time the credit is
extended, but in any event shall be in accordance with any
applicable regulations of the Federal Reserve Board. In
this connection, the Committee may also, in its sole
discretion, permit payment of the option price upon
exercise of any Option to be made by the delivery of a
properly executed exercise notice together with irrevocable
instructions to a broker to deliver promptly to the
Corporation the amount of sale or loan proceeds to pay
<PAGE>
the option price. To facilitate the foregoing, the
Corporation may enter into agreements for coordinated
procedures with one or more brokerage firms.
(c) Replacement Options. The Committee may provide
either at the time of grant or subsequently that an Option
include the right to acquire a replacement option. An
Option which provides for the grant of a replacement option
shall entitle the Participant, upon exercise of the Option
(in whole or in part) prior to termination of employment of
the Participant and upon payment of the option price
through the delivery of previously acquired Shares, to
receive a replacement option. In addition to any other
terms and conditions the Committee deems appropriate, the
replacement option shall be subject to the following terms:
the number of Shares shall not exceed the number of whole
Shares used to satisfy the option price of the original
Option and the number of whole shares, if any, withheld by
the Corporation as payment for withholding taxes in
accordance with Article X hereof; the Option Grant Date of
the replacement option will be the date of the exercise of
the original Option; the option price per share of the
replacement option shall be not less than the Fair Market
Value on its Option Grant Date; the replacement option
shall be exercisable no earlier than six months after the
Option Grant Date and no later than the end of the term of
the original Option; and the replacement option shall be a
Non-Qualified Option and shall otherwise meet all
conditions of this Article VIII. The Committee may, without
the consent of the Participant, rescind any replacement
option at any time before it becomes exercisable.
(d) Compliance with Rule 16b-3. To the extent
that the provisions in subparagraph (b) and (c) above on
the number of Shares that can be issued under the Plan do
not conform with Rule 16b-3 under the Exchange Act as
adopted and interpreted by the Securities and Exchange
Commission, and any successor rule, the Committee shall
conform the Plan and any Options granted hereunder to the
requirements of such Rule 16b-3, provided, however, that
any such modification shall not increase the number of
Shares beyond the Shares specified in Article VI.
(e) Termination of Employment of Optionee. The
Committee shall have authority to determine the
circumstances under which each Option will either vest or
be forfeited upon termination of employment of the
Optionee. Such provisions will be contained in the Option
Agreement.
ARTICLE IX
RESTRICTED STOCK
9.1 Terms of Restricted Stock Awards. Subject to
and consistent with the provisions of the Plan, with
respect to each Award of Restricted Stock to each
Participant, the Committee shall determine:
(i) the terms and conditions of the Restricted Stock
Agreement evidencing the Award including, among other
things, the election to be made by the Participant under
Section 83(b) of the Internal Revenue Code of 1986, as
amended;
(ii) the Restriction Period for all or a portion of
the Restricted Stock;
(iii) the Restrictions applicable to the Award, includ
ing, but not limited to, continuous employment with the
Corporation or any of its Subsidiaries for a specified term
or the attainment of specific corporate, divisional or
individual performance standards or goals;
(iv) whether dividends and other distributions declared and paid to the
holders of the Shares during the Restriction Period shall be paid to the
Participant with respect to the Restricted Stock or shall be withheld by the
Corporation for the account of the Participant until the Restriction Period has
expired or the Restrictions have been satisfied, and whether interest shall be
paid on any dividends and other
<PAGE>
distributions so withheld, and if so, the rate of interest
to be paid, or whether such dividends may be reinvested in
Shares; and
(v) the percentage of the Award which shall vest in
the Participant in the event of death, Disability or
Retirement prior to the expiration of the Restriction
Period or the satisfaction of the Restrictions applicable
to an award of Restricted Stock.
Notwithstanding the Restriction Period and the
Restrictions imposed on any Restricted Shares, as set forth
in a Restricted Stock Agreement, the Committee shall have
the right to shorten the Restriction Period or waive any
Restrictions, if the Committee concludes that it is in the
best interests of the Corporation to do so.
9.2 Delivery of Shares. Upon an Award of
Restricted Stock to a Participant, the stock certificate
representing the Restricted Stock shall be issued and
transferred to and in the name of the Participant,
whereupon the Participant shall become a stockholder of the
Corporation with respect to such Restricted Stock and shall
be entitled to vote the Shares. Such stock certificates
shall be held in custody by the Corporation, together with
stock powers executed by the Participant in favor of the
Corporation, until the Restriction Period expires and the
Restrictions imposed on the Restricted Stock are satisfied.
ARTICLE X
WITHHOLDING OF TAXES
Federal, state or local law may require the
withholding of taxes applicable to or resulting from an
Award. The Committee may, in its discretion and subject to
such rules as it may adopt, permit or require the
Participant to pay all or a portion of the federal, state
or local withholding taxes arising in connection with an
Award by (i) having the Corporation withhold Shares, (ii)
tendering back Shares received in connection with such
Award or (iii) delivering other previously owned Shares. In
each of the foregoing instances, such Shares shall have a
Fair Market Value on the date specified in the rules
adopted by the Committee equal to the amount to be
withheld. The Corporation shall also be entitled to require
as a condition of delivery of Shares, that the Participant
remit an amount sufficient to satisfy all federal, state
and other governmental withholding tax requirements related
thereto.
ARTICLE XI
NO RIGHT TO CONTINUED EMPLOYMENT
Neither the establishment of the Plan nor the granting
of an Award shall confer upon any Participant any right to
continue in the employ of the Corporation or any of its
Subsidiaries or interfere in any way with the right of the
Corporation or any of its Subsidiaries to terminate such
employment at any time. No Award or income arising from the
exercise of an Option or the lapse of any Restrictions on
any Restricted Stock shall be deemed to be salary or
compensation for the purpose of computing benefits under
any employee benefit, pension or retirement plans of the
Corporation or any of its Subsidiaries, unless the
Committee shall determine otherwise.
<PAGE>
ARTICLE XII
INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as
they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the
Corporation against the reasonable expenses, including
attorneys' fees actually and reasonably incurred in
connection with the defense of any action, suit or
proceeding (or in connection with any appeal therein), to
which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with
the Plan or any Award granted under the Plan, and against
all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel
selected by the Corporation) or paid by them in
satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceedings that
such Committee member is liable for gross negligence or
intentional misconduct in the performance of his duties;
provided that within 60 days after institution of any such
action, suit or proceeding, such Committee member shall in
writing offer the Corporation the opportunity, at its own
expense, to handle and defend the same.
ARTICLE XIII
AMENDMENT AND TERMINATION
The terms and conditions applicable to any Award may
thereafter be amended or modified by mutual agreement
between the Corporation and the Participant or such other
persons as may then have an interest therein. Also, by
mutual agreement between the Corporation and a Participant
in the Plan or under any other present or future plan of
the Corporation, Awards may be granted to a Participant in
substitution and exchange for, and in cancellation of, any
Awards previously granted such Participant under the Plan,
or under any other present or future plan of the
Corporation. The Board may amend the Plan from time to time
or suspend or terminate the Plan at any time, provided,
however, that any amendment which would:
(i) materially increase the benefits accruing to
Participants under the Plan;
(ii) materially increase the number of securities
which may be issued under the Plan;
(iii) materially modify the requirements as to eli
gibility for Participants in the Plan; or
(iv) require approval by stockholders under Rule 16b-3
or any successor rule of the Securities and Exchange
Commission
shall only become effective upon approval by the
affirmative vote of the holders of a majority of the
securities of the Corporation present, or represented, and
entitled to vote at a meeting duly held in accordance with
the laws of the State of Delaware. However, no action
authorized by this Article shall reduce the amount of any
existing Award or adversely change the terms and conditions
of any existing Award without the Participant's consent.
ARTICLE XIV
ADJUSTMENT PROVISIONS
14.1 If the Corporation shall at any time change the number of issued
Shares without new consideration to the Corporation (such as by stock dividend,
stock split, recapitalization, reorganization, exchange of shares, liquidation,
combination or other change in corporate structure affecting the Shares)
<PAGE>
or make a distribution of cash or property which has a
substantial impact on the value of issued Shares, the total
number of Shares reserved for issuance under the Plan shall
be appropriately adjusted and the number of Shares covered
by each outstanding Award and the option price for each
outstanding Option shall be adjusted so that the aggregate
consideration payable to the Corporation and the value of
each such Award shall not be changed.
14.2 Notwithstanding any other provision of the Plan, and without affecting
the number of Shares reserved or available hereunder, the Committee may
authorize the issuance, continuation or assumption of Awards or provide for
other equitable adjustments after changes in the Shares resulting from any
merger, consolidation, sale of assets, acquisition of property of stock,
recapitalization, reorganization or similar occurrence in which the
Corporation is the continuing or surviving corporation, upon such terms and
conditions as it may deem equitable and appropriate.
14.3 If the Corporation agrees to a merger, consolidation, sale of
assets or similar transaction, or if any transaction is proposed which, in the
Committee's discretion, may result in a change in control of the Corporation,
the Committee may, but shall not be required to, provide that all outstanding
Options will become immediately exercisable and provide for the acceleration of
any or all Restrictions which relate to outstanding shares of Restricted Stock.
The Committee may make any such actions contingent on the consummation of such
transaction.
ARTICLE XV
RESTRICTIONS
If the Committee shall at any time determine that any
Consent (as hereinafter defined) is necessary or desirable
as a condition of, or in connection with, the granting of
any Award, the issuance or purchase of Shares or the taking
of any other action under the Plan (each such event being
referred to as a "Plan Action"), then such Plan Action
shall not be taken, in whole or in part, until such Consent
shall have been obtained. The term "Consent" shall mean (i)
any and all listings, registrations or qualifications upon
any securities exchange or under any federal, state or
local law, rule or regulation, (ii) any and all written
Agreements and representations by the Participant with
respect to the disposition of Shares or with respect to any
other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption
from the requirement that any such listing, qualification
or registration be made, and (iii) any and all consents,
clearances and approvals in respect of a Plan Action by any
governmental or other regulatory bodies.
ARTICLE XVI
EFFECTIVE DATE
The Plan shall become effective on January 15, l993,
subject to the approval of a majority of Shares represented
and entitled to vote at the 1993 annual meeting of
stockholders. The Plan, unless terminated sooner by the
Committee, shall terminate on January 15, 2003 and no
Awards shall thereafter be made under the Plan.
Notwithstanding the foregoing, all Awards made under the
Plan prior to such date shall remain in effect until such
Awards have been satisfied or terminated in accordance with
the terms and provisions of the Plan.
Adopted by the Board of Directors on January 15, 1993.
As amended through December 15, 1997.
<PAGE>
Exhibit 5.1
Opinion of Wildman, Harrold, Allen & Dixon
[Letterhead of Wildman, Harrold, Allen & Dixon]
February 25, 1998
MMI Companies, Inc.
540 Lake Cook Road
Deerfield, IL 60015-5290
Ladies and Gentlemen:
This opinion is furnished to you in connection with a
registration statement on Form S-8 (the "Registration
Statement"), to be filed with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), for the
registration of 1,120,845 shares of common stock, $.10 par
value (the "Shares"), of MMI Companies, Inc., a Delaware
corporation (the "Corporation"). The Shares are to be sold
from time to time pursuant to the Corporation's 1993 Non-
Employee Directors' Formula Stock Option Plan, as amended,
and the Corporation 1993 Employee Stock Plan, as amended
(collectively, the "Plans").
We have acted as counsel for the Corporation in
connection with the registration of the Shares. For
purposes of our opinion, we have examined and relied upon
such documents, records, certificates and other instruments
as we have deemed necessary.
Based on the foregoing, we are of the opinion that the
Shares have been duly authorized and that, when issued and
sold pursuant to the Plans, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as part
of the Registration Statement.
Sincerely,
/s/ WILDMAN, HARROLD, ALLEN &
DIXON
<PAGE>
Exhibit 23.1
Consent of Independent Public Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8)
pertaining to the 1993 Non-Employee Directors' Formula Stock
Option Plan and the 1993 Employee Stock Plan of MMI
Companies, Inc. and to the incorporation by reference
therein of our report dated February 27, 1997, with respect
to the consolidated financial statements and schedules of
MMI Companies, Inc. included in its Annual Report (Form 10-
K) for the year ended December 31, 1996, as amended by Form
10-K/A No. 1, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
February 19, 1998
<PAGE>
Exhibit 24.1
Powers of Attorney
REGISTRATION STATEMENT
ON FORM S-8
POWER OF ATTORNEY
The undersigned Director and/or Officer of MMI
Companies, Inc., a Delaware corporation (the "Corporation"),
hereby appoints B. Frederick Becker, Wayne A. Sinclair, Paul
M. Orzech and George S. Rosic and each of them, his true and
lawful attorneys and agents, with full power of
substitution, to sign on his behalf and in his name and in
the capacity set forth below, a Registration Statement of
the Corporation on Form S-8 pursuant to the Securities Act
of 1933, as amended (the "Act"), together with all exhibits
thereto and other documents in connection therewith, for
filing with the United States Securities and Exchange
Commission under the Act, and to do or cause to be done such
other acts and to execute such other documents which said
attorneys and agents may deem necessary or advisable to
enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange
Commission in respect thereof.
Dated as of December 24, 1997
/s/ Richard R. Barr
Richard R. Barr
Director
<PAGE>
Exhibit 24.1 (continued)
REGISTRATION STATEMENT
ON FORM S-8
POWER OF ATTORNEY
The undersigned Director and/or Officer of MMI
Companies, Inc., a Delaware corporation (the "Corporation"),
hereby appoints B. Frederick Becker, Wayne A. Sinclair, Paul
M. Orzech and George S. Rosic and each of them, his true and
lawful attorneys and agents, with full power of
substitution, to sign on his behalf and in his name and in
the capacity set forth below, a Registration Statement of
the Corporation on Form S-8 pursuant to the Securities Act
of 1933, as amended (the "Act"), together with all exhibits
thereto and other documents in connection therewith, for
filing with the United States Securities and Exchange
Commission under the Act, and to do or cause to be done such
other acts and to execute such other documents which said
attorneys and agents may deem necessary or advisable to
enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange
Commission in respect thereof.
Dated as of December 24, 1997
/s/ K. James Ehlen, M.D.
K. James Ehlen,
M.D.
Director
<PAGE>
Exhibit 24.1 (continued)
REGISTRATION STATEMENT
ON FORM S-8
POWER OF ATTORNEY
The undersigned Director and/or Officer of MMI
Companies, Inc., a Delaware corporation (the "Corporation"),
hereby appoints B. Frederick Becker, Wayne A. Sinclair, Paul
M. Orzech and George S. Rosic and each of them, his true and
lawful attorneys and agents, with full power of
substitution, to sign on his behalf and in his name and in
the capacity set forth below, a Registration Statement of
the Corporation on Form S-8 pursuant to the Securities Act
of 1933, as amended (the "Act"), together with all exhibits
thereto and other documents in connection therewith, for
filing with the United States Securities and Exchange
Commission under the Act, and to do or cause to be done such
other acts and to execute such other documents which said
attorneys and agents may deem necessary or advisable to
enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange
Commission in respect thereof.
Dated as of December 24, 1997
/s/ F. Laird Facey,
M.D.
F. Laird Facey, M.D.
Director
<PAGE>
Exhibit 24.1 (continued)
REGISTRATION STATEMENT
ON FORM S-8
POWER OF ATTORNEY
The undersigned Director and/or Officer of MMI
Companies, Inc., a Delaware corporation (the "Corporation"),
hereby appoints B. Frederick Becker, Wayne A. Sinclair, Paul
M. Orzech and George S. Rosic and each of them, his true and
lawful attorneys and agents, with full power of
substitution, to sign on his behalf and in his name and in
the capacity set forth below, a Registration Statement of
the Corporation on Form S-8 pursuant to the Securities Act
of 1933, as amended (the "Act"), together with all exhibits
thereto and other documents in connection therewith, for
filing with the United States Securities and Exchange
Commission under the Act, and to do or cause to be done such
other acts and to execute such other documents which said
attorneys and agents may deem necessary or advisable to
enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange
Commission in respect thereof.
Dated as of December 29, 1997
/s/ William M. Kelley
William M. Kelley
Director
<PAGE>
Exhibit 24.1 (continued)
REGISTRATION STATEMENT
ON FORM S-8
POWER OF ATTORNEY
The undersigned Director and/or Officer of MMI
Companies, Inc., a Delaware corporation (the "Corporation"),
hereby appoints B. Frederick Becker, Wayne A. Sinclair, Paul
M. Orzech and George S. Rosic and each of them, his true and
lawful attorneys and agents, with full power of
substitution, to sign on his behalf and in his name and in
the capacity set forth below, a Registration Statement of
the Corporation on Form S-8 pursuant to the Securities Act
of 1933, as amended (the "Act"), together with all exhibits
thereto and other documents in connection therewith, for
filing with the United States Securities and Exchange
Commission under the Act, and to do or cause to be done such
other acts and to execute such other documents which said
attorneys and agents may deem necessary or advisable to
enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange
Commission in respect thereof.
Dated as of December 30, 1997
/s/ Andrew D. Kennedy
Andrew D. Kennedy
Director
<PAGE>
Exhibit 24.1 (continued)
REGISTRATION STATEMENT
ON FORM S-8
POWER OF ATTORNEY
The undersigned Director and/or Officer of MMI
Companies, Inc., a Delaware corporation (the "Corporation"),
hereby appoints B. Frederick Becker, Wayne A. Sinclair, Paul
M. Orzech and George S. Rosic and each of them, his true and
lawful attorneys and agents, with full power of
substitution, to sign on his behalf and in his name and in
the capacity set forth below, a Registration Statement of
the Corporation on Form S-8 pursuant to the Securities Act
of 1933, as amended (the "Act"), together with all exhibits
thereto and other documents in connection therewith, for
filing with the United States Securities and Exchange
Commission under the Act, and to do or cause to be done such
other acts and to execute such other documents which said
attorneys and agents may deem necessary or advisable to
enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange
Commission in respect thereof.
Dated as of December 29, 1997
/s/ Timothy R.
McCormick
Timothy R.
McCormick
Director
<PAGE>
Exhibit 24.1 (continued)
REGISTRATION STATEMENT
ON FORM S-8
POWER OF ATTORNEY
The undersigned Director and/or Officer of MMI
Companies, Inc., a Delaware corporation (the "Corporation"),
hereby appoints B. Frederick Becker, Wayne A. Sinclair, Paul
M. Orzech and George S. Rosic and each of them, his true and
lawful attorneys and agents, with full power of
substitution, to sign on his behalf and in his name and in
the capacity set forth below, a Registration Statement of
the Corporation on Form S-8 pursuant to the Securities Act
of 1933, as amended (the "Act"), together with all exhibits
thereto and other documents in connection therewith, for
filing with the United States Securities and Exchange
Commission under the Act, and to do or cause to be done such
other acts and to execute such other documents which said
attorneys and agents may deem necessary or advisable to
enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange
Commission in respect thereof.
Dated as of January 9, 1998
/s/ Gerald L. McManis
Gerald L.
McManis
Director
<PAGE>
Exhibit 24.1 (continued)
REGISTRATION STATEMENT
ON FORM S-8
POWER OF ATTORNEY
The undersigned Director and/or Officer of MMI
Companies, Inc., a Delaware corporation (the "Corporation"),
hereby appoints B. Frederick Becker, Wayne A. Sinclair, Paul
M. Orzech and George S. Rosic and each of them, his true and
lawful attorneys and agents, with full power of
substitution, to sign on his behalf and in his name and in
the capacity set forth below, a Registration Statement of
the Corporation on Form S-8 pursuant to the Securities Act
of 1933, as amended (the "Act"), together with all exhibits
thereto and other documents in connection therewith, for
filing with the United States Securities and Exchange
Commission under the Act, and to do or cause to be done such
other acts and to execute such other documents which said
attorneys and agents may deem necessary or advisable to
enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange
Commission in respect thereof.
Dated as of December 31, 1997
/s/ Scott S. Parker
Scott S. Parker
Director
<PAGE>
Exhibit 24.1 (continued)
REGISTRATION STATEMENT
ON FORM S-8
POWER OF ATTORNEY
The undersigned Director and/or Officer of MMI
Companies, Inc., a Delaware corporation (the "Corporation"),
hereby appoints B. Frederick Becker, Wayne A. Sinclair, Paul
M. Orzech and George S. Rosic and each of them, his true and
lawful attorneys and agents, with full power of
substitution, to sign on his behalf and in his name and in
the capacity set forth below, a Registration Statement of
the Corporation on Form S-8 pursuant to the Securities Act
of 1933, as amended (the "Act"), together with all exhibits
thereto and other documents in connection therewith, for
filing with the United States Securities and Exchange
Commission under the Act, and to do or cause to be done such
other acts and to execute such other documents which said
attorneys and agents may deem necessary or advisable to
enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange
Commission in respect thereof.
Dated as of December 30, 1997
/s/ Edward C. Peddie
Edward C. Peddie
Director
<PAGE>
Exhibit 24.1 (continued)
REGISTRATION STATEMENT
ON FORM S-8
POWER OF ATTORNEY
The undersigned Director and/or Officer of MMI
Companies, Inc., a Delaware corporation (the "Corporation"),
hereby appoints B. Frederick Becker, Wayne A. Sinclair, Paul
M. Orzech and George S. Rosic and each of them, his true and
lawful attorneys and agents, with full power of
substitution, to sign on his behalf and in his name and in
the capacity set forth below, a Registration Statement of
the Corporation on Form S-8 pursuant to the Securities Act
of 1933, as amended (the "Act"), together with all exhibits
thereto and other documents in connection therewith, for
filing with the United States Securities and Exchange
Commission under the Act, and to do or cause to be done such
other acts and to execute such other documents which said
attorneys and agents may deem necessary or advisable to
enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange
Commission in respect thereof.
Dated as of December 24, 1997
/s/ Joseph D. Sargent
Joseph D.
Sargent
Director
