<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MID OCEAN LIMITED
...............................................................................
(Name of Registrant as Specified In Its Charter)
N/A
...............................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
......................................................................
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state
how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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<PAGE> 2
MID OCEAN LIMITED
------------------------
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 6, 1997
------------------------
Hamilton, Bermuda
February 3, 1997
TO THE SHAREHOLDERS OF MID OCEAN LIMITED:
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of
MID OCEAN LIMITED (the "Company") will be held at Elbow Beach Hotel, 60 South
Shore Road, Paget PG 04, Bermuda on Thursday, March 6, 1997, at 8:30 a.m. local
time for the following purposes:
1. To elect five Class I Directors to hold office until 2000;
2. To amend the 1993 Long Term Incentive and Share Award Plan
primarily to permit discretionary (as opposed to formulaic) grants of
Ordinary Shares to be made to the members of the Board of Directors;
3. To appoint KPMG Peat Marwick, Bermuda, to act as the independent
auditors of the Company for the fiscal year ending October 31, 1997; and
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only Shareholders of record, as shown by the transfer books of the Company
at the close of business on January 30, 1997, are entitled to notice of and to
vote at the Annual General Meeting.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE
FURNISHED FOR THAT PURPOSE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU
MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT. A PROXY NEED
NOT BE A SHAREHOLDER OF THE COMPANY.
As ordered,
Robert J. Newhouse, Jr.
Chairman
<PAGE> 3
MID OCEAN LIMITED
HAMILTON, BERMUDA
PROXY STATEMENT
FOR
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 6, 1997
------------------------
February 3, 1997
The accompanying proxy is solicited by the Board of Directors of Mid Ocean
Limited (the "Company") to be voted at the Annual General Meeting of
Shareholders of the Company to be held on March 6, 1997, and any adjournments
thereof.
When such proxy is properly executed and returned, the Class A Ordinary
Shares it represents will be voted at the meeting on: (1) the election of the
five nominees listed below for Director, (2) the amendment of the 1993 Long Term
Incentive and Share Award Plan primarily to permit discretionary (as opposed to
formulaic) grants of Ordinary Shares to be made to the members of the Board of
Directors, and (3) the appointment of KPMG Peat Marwick, Bermuda ("Auditors"),
as auditors of the Company.
Any Shareholder giving a proxy has the power to revoke it prior to its
exercise by notice of revocation to the Secretary of the Company in writing, by
voting in person at the Annual General Meeting or by execution of a subsequent
proxy, provided that such action is taken in sufficient time to permit the
necessary examination and tabulation of the subsequent proxy or revocation
before the vote is taken.
Shareholders of record as of the close of business on January 30, 1997,
will be entitled to vote at the meeting. As of December 31, 1996, there were
outstanding 34,693,246 Class A Ordinary Shares, par value US $0.20 per share
("Class A Ordinary Shares"), of the Company entitled to vote at the meeting,
with each Class A Ordinary Share entitling the holder of record on such date to
one vote. In addition, as of such date, there were outstanding 1,190,292 Class B
Ordinary Shares, par value U.S. $0.20 per share ("Class B Ordinary Shares"), of
the Company entitled to vote at the meeting, which have one-tenth of a vote per
share, and 1,860,000 Class C Ordinary Shares, par value US $0.20 per share
("Class C Ordinary Shares" and, collectively with the Class A Ordinary Shares
and the Class B Ordinary Shares, the "Shares"), of the Company, which have no
voting rights.
This Proxy Statement, the attached Notice of Annual Meeting and the
accompanying proxy card are first being mailed to Shareholders on or about
February 3, 1997.
The Company knows of no specific matter to be brought before the Annual
General Meeting which is not referred to in the Notice of Meeting. If any such
matter comes before the meeting, including any Shareholder proposal properly
made, the proxy holders will vote proxies in accordance with their judgment.
Directors will be elected at the Annual General Meeting by a majority of
the votes cast at the meeting by the holders of voting Shares represented in
person or by proxy at the meeting, provided there is a quorum (consisting of
holders of at least fifty percent of the outstanding Shares being present in
person or by proxy). Approval of the amendment to the 1993 Long Term Incentive
and Share Award Plan and the appointment of the Auditors will be by similar
vote.
<PAGE> 4
BENEFICIAL OWNERSHIP
The following table summarizes the beneficial ownership, as of December 31,
1996, of the Class A Ordinary Shares by any person or group known to the Company
to be the beneficial owners of more than five percent (5%) of the Class A
Ordinary Shares.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
CLASS A CLASS A
ORDINARY ORDINARY
SHAREHOLDER(b) SHARES SHARES(a)
- ----------------------------------------------------------------------- ---------- ----------
<S> <C> <C>
EXEL Limited Cumberland House 1 Victoria Street Hamilton, Bermuda...... 9,676,367 27.89%
Kamehameha Schools/Bernice P. Bishop Estate Suite 200 567 South King
Street Honolulu, Hawaii 96801........................................ 1,860,000 5.36%
</TABLE>
- ---------------
(a) The percentages of outstanding Class A Ordinary Shares are calculated
separately for each Shareholder on the basis of the number of outstanding
Class A Ordinary Shares as of December 31, 1996, and assuming for purposes
of the calculation that Class A Ordinary Shares issuable upon exercise of
options presently exercisable or exercisable within 60 days held by such
Shareholder are outstanding.
(b) Marsh & McLennan Risk Capital Holdings, Ltd., 1166 Avenue of the Americas,
New York, New York 10036, an indirect, wholly owned subsidiary of Marsh &
McLennan Companies, Inc., holds 1,698,793 Class A Ordinary Shares
representing 4.9% of the total outstanding Class A Ordinary Shares. MMRC
LLC, a Delaware limited liability company, holds 1,051,645 Class A Ordinary
Shares, or 3.03% of the outstanding Class A Ordinary Shares. Marsh &
McLennan Risk Capital Holdings, Ltd. holds 30% of the voting interests and
all of the economic interests in MMRC LLC, and has the right to cause the
disposition of assets held by MMRC LLC.
J.P. Morgan Capital Corporation, 60 Wall Street, New York, New York 10260, a
wholly owned subsidiary of J.P. Morgan & Co. Incorporated, holds 1,190,292
Class B Ordinary Shares representing all of the outstanding Class B Ordinary
Shares and 0.34% of the outstanding voting interest in the Company.
BOARD OF DIRECTORS
The Company's Articles of Association provide that the Board of Directors
shall be divided into three classes designated Class I, Class II and Class III,
each class consisting as nearly as possible of one-third of the total number of
Directors constituting the entire Board of Directors.
The term of office for each Director in Class I expires at the Annual
General Meeting of the Company in 1997; the term of office for each Director in
Class II expires at the Annual General Meeting in 1998; and the term of office
for each Director in Class III expires at the Annual General Meeting in 1999. At
each Annual General Meeting the successors of the class of Directors whose term
expires at that meeting are elected to hold office for a term expiring at the
Annual General Meeting to be held in the third year following the year of their
election.
2
<PAGE> 5
In fiscal 1996, there were six meetings of the Board and each incumbent
Director who served on the Board during the full fiscal year 1996 attended at
least 75% of the aggregate of such meetings and of the meetings held by all
committees of the Board of which such Director was a member.
The Board of Directors has established an Executive Committee, Audit
Committee, Compensation Committee and Finance Committee.
EXECUTIVE COMMITTEE
The Executive Committee of the Board of Directors has authority to take
most actions consistent with prior directives of the Board of Directors, except
for responsibilities delegated to other committees. Messrs. Mendoza (Chairman),
Butt, Harder, Newhouse, O'Hara, Pasquesi, and Tasco were members of the
Executive Committee during fiscal 1996. The Executive Committee met seven times
in fiscal 1996.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors meets with the Company's
independent accountants to discuss the scope and results of their audit and to
review the adequacy of the Company's accounting and control system. The Audit
Committee reviews the audit fee and considers issues raised by its members, the
independent accountants and management. Each year the Audit Committee recommends
to the Board an independent accounting firm to audit the financial statements of
the Company. Mr. Borelli (Chairman), Sir Brian Corby, and Messrs. Esposito and
Jeanbart were members of the Audit Committee during fiscal 1996. The Audit
Committee met four times in fiscal 1996.
COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors reviews the
performance of corporate officers, establishes overall employee compensation
policies and recommends to the Board of Directors compensation programs. No
member of the Compensation Committee is a member of management or eligible for
compensation from the Company other than as a Director. Messrs. Tasco
(Chairman), Harder and Mendoza were members of the Compensation Committee during
fiscal 1996. The Compensation Committee met five times in fiscal 1996.
FINANCE COMMITTEE
The Finance Committee of the Board of Directors establishes procedures in
connection with investments and monitors all investments on a quarterly basis.
Messrs. Pasquesi (Chairman), Elliott, Glauber, Peters, and Tabak were members of
the Finance Committee during fiscal 1996. The Finance Committee met three times
in fiscal 1996.
DIRECTOR COMPENSATION
All Directors (other than directors who are also employees of the Company)
are paid an annual fee of $30,000 in stock commencing during the Company's 1997
fiscal year, pursuant to the Mid Ocean Limited Stock & Deferred Compensation
Plan for Nonemployee Directors, plus $3,000 in cash per Board of Directors
meeting attended and $1,500 in cash for attendance at each committee meeting.
Committee chairmen receive an additional annual fee of $5,000 in cash. Pursuant
to the Company's 1993 Long Term Incentive and Share Award Plan, each
non-employee Director is automatically granted options to purchase 1,500 Class A
Ordinary Shares annually, at an exercise price determined on the basis of the
market value of the Class A Ordinary Shares. However, this automatic grant of
shares under such Plan shall cease on March 6, 1997. See "II. Amendment to the
1993 Long Term Incentive and Share Award Plan."
3
<PAGE> 6
I. ELECTION OF DIRECTORS
At the 1997 Annual General Meeting, five Directors are to be elected to
hold office until the 2000 Annual General Meeting of Shareholders. All of the
nominees are currently serving as Directors and, other than Mr. Harder, who was
elected by the Board on December 7, 1994 (to fill a vacancy), have been elected
by the Shareholders at prior meetings. The remaining Directors of the Company
will continue to serve in accordance with their existing term. Unless otherwise
indicated above or below, all Directors have served as Directors of the Company
since June 1993 and of Mid Ocean since November 1992.
Unless authority is withheld by the Shareholders, it is the intention of
the persons named in the enclosed proxy to vote for the nominees listed below.
All of the nominees have consented to serve if elected, but if any becomes
unavailable to serve, the persons named as proxies may exercise their discretion
to vote for a substitute nominee. The name, principal occupation and other
information concerning each Director is set forth below.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE NOMINEES.
NOMINEES FOR WHOM PROXIES WILL BE VOTED
NOMINEES FOR CLASS I DIRECTORS FOR TERMS TO EXPIRE IN 2000
Frank J. Borelli, age 61, has served as Senior Vice President and Chief
Financial Officer of Marsh & McLennan Companies, Inc. since 1984. He also serves
as a director of Marsh & McLennan Companies, Inc., The Interpublic Group of
Companies, Inc., and United Water Resources.
Michael A. Butt, age 54, has served as President and Chief Executive
Officer of the Company and Mid Ocean since May 1993 and has been a director of
Mid Ocean since November 1992. Mr. Butt has served as a director of the
Instituto Nazionale di Assicurazioni ("INA"), Rome, since November 1993, and The
Bank of N.T. Butterfield & Son, Limited since October 1996. Mr. Butt served as
director of Phoenix Securities Limited, a private investment banking firm based
in London, from 1992 to April 1993. From 1987 to 1992, he was a director of BAT
Industries and Chairman and Chief Executive Officer of Eagle Star Holdings PLC
and Eagle Star Insurance Company. From 1982 to 1986, Mr. Butt was Chairman of
Sedgwick Limited and Vice Chairman of Sedgwick Group PLC.
Henry U. Harder, age 71, was a director of Chubb Corporation from 1974
until 1996. Prior to his retirement in 1988, he was Chairman and Chief Executive
Officer of Chubb Corporation. Mr. Harder currently serves as a director of
Cranston Print Works and has been a Director of the Company since December 7,
1994.
Brian M. O'Hara, age 48, has been President and Chief Executive Officer of
EXEL Limited since 1994 and a director of EXEL Limited since 1986 and Chairman
and Chief Executive Officer of X.L. Insurance Company, Ltd. since 1995. Mr.
O'Hara served as Vice Chairman of EXEL Limited from 1987 to 1994. Mr. O'Hara
also served as Chairman, President and Chief Executive Officer of X.L. Insurance
Company, Ltd. from 1994 to 1995, having previously served as President and Chief
Executive Officer from 1992 to 1994, and as President and Chief Operating
Officer from 1986 to 1992.
Jeffrey S. Tabak, age 46, has served as a Managing Partner of Miller Tabak
Hirsch & Co., a member firm of all leading stock and option exchanges, and
conducted a wide range of brokerage and investment banking activities since
1982.
4
<PAGE> 7
DIRECTORS WHOSE TERMS OF OFFICE
DO NOT EXPIRE AT THIS MEETING
CLASS II DIRECTORS WHOSE TERMS EXPIRE IN 1998
Sir Brian Corby, age 67, served as Chief Executive Officer of Prudential
Corporation plc from 1982 to 1990 and as Chairman of Prudential Corporation plc
from 1990 to 1995. Among other positions he has held are President of the
Confederation of British Industry, President of the Geneva Association and
director of the Bank of England. Sir Brian was elected a Director of the Company
effective June 2, 1995.
Robert R. Glauber, age 57, served as Under Secretary for Finance of the
United States Department of the Treasury from 1989 to early 1992. Mr. Glauber is
currently a lecturer at the Center for Business and Government of the John F.
Kennedy School of Government at Harvard University. Mr. Glauber served as a
faculty member of the Harvard Business School, specializing in corporate finance
and investment banking, from 1964 to 1989. In addition, Mr. Glauber served as a
consultant to J.P. Morgan's Mergers and Acquisitions Group from 1986 to 1988.
Mr. Glauber also serves as a director of numerous Dreyfus investment funds.
Paul Jeanbart, age 57, has served as Chief Executive Officer of the Rolaco
Group of Companies for over 30 years. Mr. Jeanbart also serves as a director of
Rolaco Holdings S.A., Club Mediterranee S.A., Semiramis Hotel Co. and Nasco
Insurance Group Limited. Mr. Jeanbart has been a Director of the Company since
December 7, 1994.
John M. Pasquesi, age 37, has served as a general partner with Hellman &
Friedman since 1989, having previously served as a principal since 1987. Mr.
Pasquesi also serves as a director of The Covenant Group and of AHI Holding
Corp. Mr. Pasquesi has been a Director of the Company since June 1993 and a
Director of Mid Ocean since April 15, 1993.
Henry Haalilio Peters, age 55, has served as a Trustee of Kamehameha
School/Bernice P. Bishop Estate since 1984. Mr. Peters has been a Director of
the Company since November 23, 1993.
CLASS III DIRECTORS WHOSE TERMS EXPIRE IN 1999
Robert J. Newhouse, Jr., age 71, has served as Chairman of the Board of the
Company and Mid Ocean since their organization. Prior thereto, he served as Vice
Chairman of Marsh & McLennan Companies, Inc., as a member of the Office of the
Chairman of Marsh & McLennan Companies, Inc. and a member of the Executive
Committee of Marsh & McLennan Companies, Inc. until 1990. Mr. Newhouse also
serves as a director of Trident Corp.
Geoffrey Elliott, age 57, served as Managing Director of Morgan Stanley &
Co. Inc. from August 1981 to July 1988, and currently serves as Chairman of The
Private Bank & Trust Co. Ltd. Mr. Elliott has been a Director of the Company
since September 28, 1994.
Michael P. Esposito, Jr., age 57, is currently Chairman of the Board of
EXEL Limited and has been a director of EXEL Limited since 1986. Mr. Esposito
served as Chief Corporate Control, Compliance and Administrative Officer of The
Chase Manhattan Corporation from 1991 to June 1995, having previously served as
Executive Vice President and Chief Financial Officer from 1987 to 1991. Mr.
Esposito also currently serves as a director of Forest City Enterprises and Risk
Capital Holdings, Inc. Mr. Esposito was elected a Director of the Company
effective June 2, 1995.
Roberto G. Mendoza, age 51, has served as Vice Chairman and director, and a
member of the Corporate Office, of J.P. Morgan & Co. Incorporated since 1990,
having previously served as head of the Mergers and Acquisitions Group since
1986. Mr. Mendoza also serves as a director of Consorcio Fabril de Pacifico and
Traveler's/Aetna Property Casualty Corp.
5
<PAGE> 8
Frank J. Tasco, age 69, retired in 1992 as Chairman of the Board and Chief
Executive Officer of Marsh & McLennan Companies, Inc., a position he had held
since 1990. From December 1993 to December 1994, he served as Chairman of
Borden, Inc. Mr. Tasco is currently a director of Marsh & McLennan Companies,
Inc., Traveler's Group Inc., Traveler's/Aetna Property Casualty Corp., the New
York Telephone Company, and the New England Telephone and Telegraph Company. Mr.
Tasco has been a Director of the Company since February 29, 1996.
EXECUTIVE COMPENSATION
Summary of Compensation in Fiscal 1996. The following table sets forth
compensation for services in all capacities awarded to, earned by or paid to the
Company's Chief Executive Officer and the four other most highly compensated
executive officers of the Company (the "named executives") for its 1994, 1995,
and 1996 fiscal years. No stock options were granted to or exercised by any such
officers during fiscal 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION RESTRICTED
NAME AND -------------------------------------------- --------------------- LONG-TERM
PRINCIPAL OTHER ANNUAL STOCK AWARDS OF INCENTIVE ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS(2) OPTIONS PAYOUTS COMPENSATION(3)
- ------------------------- ---- -------- -------- --------------- --------- --------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert J. Newhouse,
Jr. ................... 1996 $325,000 $350,000 $ 39,500 $760,000 -- $ -- $ 600
Chairman of the Board 1995 300,000 350,000 11,200 -- -- -- 600
1994 300,000 250,000 28,500 -- -- -- 600
Michael Butt............. 1996 460,000 460,000 191,600 950,000 -- -- 49,800
President and Chief 1995 425,000 425,000 165,700 -- -- -- 45,400
Executive Officer 1994 375,000 300,000 155,900 425,250 -- -- 39,300
Charles F. Hays.......... 1996 310,000 235,000 114,200 475,000 -- -- 31,500
Senior Vice President 1995 289,600 225,000 104,600 -- -- -- 31,600
and Chief Financial 1994 275,000 165,000 88,400 153,562 60,000 -- 29,150
and Administrative
Officer
Henry C.V. Keeling....... 1996 325,000 285,000 151,400 760,000 -- -- 35,200
Executive Vice 1995 300,000 275,000 115,700 -- -- -- 32,600
President and 1994 275,000 200,000 139,900 283,500 -- -- 29,150
Chief Underwriting
Officer of Mid Ocean
John Wadson.............. 1996 190,000 90,000 14,400 190,000 -- -- 20,600
Vice President, 1995 175,000 90,000 13,400 -- -- -- 19,000
Treasurer and Secretary 1994 175,000 70,000 15,000 -- -- -- 18,400
</TABLE>
- ---------------
(1) Messrs. Butt, Hays and Keeling are each entitled to receive allowance for
certain housing expenses, Messrs. Butt, Hays, Keeling and Wadson are each
entitled to receive allowances for certain automobile expenses, and Messrs.
Newhouse, Butt, Hays and Keeling are also each entitled to reimbursement for
certain travel to and from Bermuda. Messrs. Newhouse, Butt, Hays, Keeling
and Wadson are each entitled to reimbursement for certain club memberships
in Bermuda and receive standard health and disability insurance.
(2) Messrs. Newhouse, Butt, Hays, Keeling and Wadson received awards of
restricted stock in the Company effective March 1, 1996, pursuant to the
Company's 1993 Long Term Incentive and Share Award Plan, based on each
individual's performance in the 1995 fiscal year. Messrs. Newhouse, Butt,
Hays, Keeling and Wadson received 20,000, 25,000, 12,500, 20,000 and 5,000,
respectively, Mr. Newhouse's award vesting immediately, and each other award
vesting 20% a year with the first vesting to take place on March 1, 1997,
and subsequent vestings to take place on each of the next four
anniversaries. Messrs. Butt, Hays and Keeling received awards of restricted
stock in the Company effective November 1, 1994,
6
<PAGE> 9
pursuant to the Company's 1993 Long Term Incentive and Share Award Plan,
based on each individual's performance in the 1994 fiscal year. Messrs.
Butt, Hays and Keeling received 18,000, 6,500 and 12,000, respectively, each
such award to vest 20% a year with the first vesting having taken place on
November 1, 1995, and subsequent vestings to take place on each of the next
four anniversaries.
(3) Includes standard life insurance premiums and payments made in connection
with the Mid Ocean Reinsurance Company Ltd. Pension Plan Trust, Mid Ocean
Reinsurance Company Ltd. Deferred Compensation Trust, and Mid Ocean
Reinsurance Company Ltd. Qualified Retirement Plan Trust on behalf of each
named executive.
The following table sets forth information concerning the exercise of
options to purchase Class A Ordinary Shares during fiscal 1996 and the value
realized upon exercise by each named executive and the number of exercisable and
unexercisable options and the value of the in-the-money options as of December
31, 1996, for each named executive. The value of unexercised options has been
calculated based on a value of $52.50 per Share, as of December 31, 1996.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS OPTIONS
SHARES -------------- ---------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---------------------------- ----------- ---------- -------------- ---------------------
<S> <C> <C> <C> <C>
Robert J. Newhouse, Jr...... 0 $ 0 283,762/0 $ 9,408,942/0
Michael Butt................ 66,192 2,355,111 72,000/93,000 1,980,000/1,567,500
Charles F. Hays............. 0 0 36,000/44,000 936,000/734,000
Henry C.V. Keeling.......... 24,000 853,920 43,200/53,800 1,209,600/943,900
John M. Wadson.............. 48,900 1,486,170 0/21,600 0/604,800
</TABLE>
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements. The Company has entered into employment agreements with four of
its executive officers: Robert J. Newhouse, Jr., as Chairman of the Boards of
Directors of the Company and Mid Ocean; Michael Butt, as President and Chief
Executive Officer of the Company and Mid Ocean; Charles F. Hays, as Senior Vice
President and Chief Financial and Administrative Officer of the Company and
Executive Vice President and Chief Financial and Administrative Officer of Mid
Ocean; and Henry C.V. Keeling, as Executive Vice President and Chief
Underwriting Officer of Mid Ocean. Messrs. Butt, Hays and Keeling reside in
Bermuda, and Mr. Newhouse spends at least one week per month in Bermuda. All are
full-time employees of the respective companies. Each agreement provides for (a)
a base salary which is subject to review for increase at the discretion of the
Compensation Committee of the Board of Directors; (b) an annual bonus determined
by the Compensation Committee of the Board of Directors, based on criteria
determined by the Compensation Committee of the Board of Directors; (c)
reimbursement for, or payment of, certain travel, living and other expenses; and
(d) the right to participate in such other employee or fringe benefit programs
for senior executives as are in effect from time to time. The employment
agreements of Messrs. Newhouse, Butt, Hays and Keeling each expire on August 19,
1999. Each employment agreement shall be automatically extended for an
additional period of one year unless the Company or such executive provides
written notice at least six months prior to the then scheduled expiration date.
Each agreement further provides that in the event of termination of the
executive's employment prior to the expiration date by reason of death or
disability, such executive (in the case of death, such executive's spouse or
estate) is entitled to receive the then current base salary through the
7
<PAGE> 10
end of the month in which such executive's employment terminated and, in the
case of Mr. Newhouse, payments at the rate of $162,500 per year (or, if greater,
one-half the base salary) for a period of three years from the date of death. In
the case of each executive, each estate shall be entitled to any annual bonus
awarded but not yet paid and a pro rata bonus for the year of death, if the
Executive Committee so determines. In the event of termination of the
executive's employment without cause, such executive shall receive his then
current base salary, in the case of Mr. Newhouse, for a period of two years, and
in the cases of Messrs. Butt, Hays and Keeling, for a period of one year
following the date of termination, plus any annual bonus awarded but not paid,
and other rights and benefits as determined in accordance with the applicable
terms of such benefit programs, including the right to exercise options granted.
If the executive's employment is terminated for cause, such executive is
entitled to receive his base salary through the date on which such termination
for cause occurs and such other benefits as determined in accordance with the
applicable terms of any benefit programs, including the right to exercise
options granted to such executive then applicable. Each executive may
voluntarily terminate his employment prior to the expiration of the term and
such termination shall be deemed a termination with cause. If the executive's
compensation is reduced or his title, duties and responsibilities are materially
and adversely altered or the executive is terminated following a Change in
Control (as defined below), such executive has the right to terminate his
employment in the case of altered duties, and in both cases the executive shall
receive his current base salary for a period of two years (three years in the
case of Mr. Butt), an amount equal to two times (three times in the case of Mr.
Butt) the largest annual bonus awarded to the executive in the three years prior
to a Change in Control, and the pro rata portion of annual bonus that would have
been paid to the executive for the year in which the Change in Control occurs.
The contract with Mr. Butt provides for a minimum annual bonus of $75,000, and
the contract with Mr. Keeling calls for a minimum annual bonus of $50,000.
Unless otherwise determined by the Board of Directors, all grants of
restricted shares and share options under the 1993 Long Term Incentive and Share
Award Plan automatically vest upon a Change in Control. A Change in Control
shall be deemed to have occurred if any "person," as such term is used in
Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934 (other than a
group of which the executive is a member or which has been organized by the
executive for the purpose of making such acquisition), acquires twenty percent
(20%) or more of the voting power of the outstanding Class A Ordinary Shares,
subject to certain exceptions with respect to EXEL Limited.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Mendoza, a member of the Compensation Committee of the Company, is Vice
Chairman, Director, and a member of the Corporate Office of J.P. Morgan & Co.
Incorporated. Mr. Tasco, a member of the Compensation Committee of the Company,
is a director of the Board of Marsh & McLennan Companies, Inc., the parent
company of Marsh & McLennan Risk Capital Holdings, Ltd. See "Board of
Directors -- Certain Transactions."
COMPENSATION COMMITTEE REPORT
The Compensation Committee, comprised of three independent outside
directors, recommends compensation principles and compensation programs to the
Board of Directors.
The Board of Directors and the Compensation Committee believe that the
Company's success requires a small, but highly motivated, professional staff.
The compensation policies, therefore, are primarily designed to attract and
retain at the Company's Bermuda location, and to motivate, such a staff.
8
<PAGE> 11
The Company's executive compensation program combines base salary, annual
bonus, and a stock ownership program to attract, retain and motivate executives.
Base salary increases and annual bonuses are based on individual and corporate
performance. Among the factors on which compensation was based was a review of
compensation paid by other large Bermuda-based insurance companies. Other
primary factors influencing compensation terms were: need for highly qualified
professionals to serve in Bermuda; specialized areas of expertise; retention of
executives critical to the Company's success; high barrier of recruitment for
potential competitors; and experience and performance. The Compensation
Committee also considered the Company's structure and methods of operation,
which require a small and highly qualified and efficient executive core
headquartered in one location and reinsuring risks on a worldwide basis.
Under the Company's annual bonus plan, bonuses are based on individual and
corporate performance during the prior fiscal year. Annual compensation is
leveraged to provide a strong link to corporate and individual performance.
Competitive target bonus levels are established annually. Factors taken into
account are underwriting performance, premium level, investment management
results, development of the management team and strategic steps.
The Company's 1993 Long Term Incentive and Share Award Plan provides for
grants of stock options and restricted share awards intended to motivate
executives to improve total return to shareholders. The number granted is based
on competitive grant values for the salary level/position and the share price at
the time of grant.
Mr. Butt's base compensation as President and Chief Executive Officer was
$460,000 for fiscal 1996 and he was awarded a $460,000 cash bonus and an option
for 45,000 shares with respect to such fiscal year. The Compensation Committee
believes that share related awards are a particularly important part of
compensation that correlates long-term individual motivation and reward to the
Company's performance. In determining Mr. Butt's total compensation, the
Compensation Committee considered a number of factors, including compensation
paid to chief executive officers of comparable companies, the Company's
financial and underwriting performance, and the Company's steps towards
achieving certain strategic goals, including development of Mid Ocean's market
position in its increasingly diversified markets.
Henry U. Harder
Roberto G. Mendoza
Frank J. Tasco
9
<PAGE> 12
Performance Graph. Set forth below is a line graph comparing yearly dollar
changes in the cumulative total shareholder return on the Company's Class A
Ordinary Shares (assuming reinvestment of dividends) from August 4, 1993,
through October 31, 1996, as compared to the cumulative total return of the
Standard & Poor's 500 Stock Index and the cumulative total return of the
Standard & Poor's Property Casualty Index. The Class A Ordinary Shares commenced
trading on The Nasdaq National Market on August 4, 1993, and continued trading
on The Nasdaq National Market through May 30, 1996, the date on which such
shares commenced trading on The New York Stock Exchange.
<TABLE>
<CAPTION>
Measurement Period Mid Ocean S&P Property
(Fiscal Year Covered) Limited S&P 500 Index Casualty Index
<S> <C> <C> <C>
Aug 93 100.0 100.0 100.0
Oct 93 120.4 104.9 93.0
Oct 94 99.7 109.0 82.4
Oct 95 150.5 137.8 111.6
Oct 96 207.0 171.0 138.8
</TABLE>
10
<PAGE> 13
OWNERSHIP OF CERTAIN SECURITIES
The following table summarizes the beneficial ownership as of December 31,
1996, of Shares by (i) the named executive officers who own Shares, (ii) all
directors and director nominees (as of the 1997 Annual General Meeting) who own
Shares and (iii) all such directors, director nominees, and executive officers
as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME SHARES(A) SHARES(B)
- ----------------------------------------------------------------------- --------- ----------
<S> <C> <C>
Frank J. Borelli(c).................................................... 21,000 *
Michael A. Butt........................................................ 198,792 *
Sir Brian Corby........................................................ 1,500 *
Geoffrey Elliott....................................................... 3,000 *
Michael P. Esposito, Jr.(d)............................................ 7,100 *
Robert R. Glauber...................................................... 20,660 *
Henry U. Harder........................................................ 3,100 *
Charles F. Hays........................................................ 59,500 *
Paul Jeanbart(e)....................................................... 303,000 *
Henry C.V. Keeling..................................................... 92,200 *
Roberto G. Mendoza(f).................................................. 6,000 *
Robert J. Newhouse, Jr................................................. 337,662 *
Brian M. O'Hara(d)..................................................... 21,000 *
John M. Pasquesi....................................................... 23,708 *
Henry Haalilio Peters(g)............................................... 4,500 *
Jeffrey S. Tabak(h).................................................... 19,220 *
Frank J. Tasco(c)...................................................... 2,500 *
John M. Wadson......................................................... 56,600 *
All directors and executive officers as a group (18 in all)............ 1,181,042 3.10%
</TABLE>
- ---------------
* Less than one percent.
(a) Includes Class A Ordinary Shares issuable upon exercise of outstanding
options that are currently exercisable or become exercisable within 60 days.
(b) The percentages of outstanding Class A Ordinary Shares are calculated
separately for each Shareholder and for all directors and executive officers
of the Company as a group on the basis of the number of outstanding Class A
Ordinary Shares as of December 31, 1996, and assuming for purposes of the
calculation that Class A Ordinary Shares issuable upon exercise of options
presently exercisable or exercisable within 60 days of December 31, 1996,
held by such Shareholder are outstanding.
(c) Frank J. Borelli is Senior Vice President and Chief Financial Officer of,
and Frank J. Tasco is a director of, Marsh & McLennan Companies, Inc. (the
parent of Marsh & McLennan Risk Capital Holdings, Ltd.). Mr. Borelli and Mr.
Tasco disclaim beneficial ownership of the Shares beneficially owned by
Marsh & McLennan Risk Capital Holdings, Ltd.
(d) Michael P. Esposito, Jr. is a director of both of, and Brian M. O'Hara is
President and Chief Executive Officer of, and Chairman and Chief Executive
Officer of, EXEL Limited and its subsidiary, X.L. Insurance Company, Ltd.,
respectively. Messrs. Esposito and O'Hara disclaim beneficial ownership of
9,676,367 Class A Ordinary Shares held by EXEL Limited.
11
<PAGE> 14
(e) Includes 300,000 Class A Ordinary Shares owned by Rolaco Holdings S.A. Paul
Jeanbart is Chief Executive Officer of Rolaco Holdings S.A.
(f) Roberto G. Mendoza is Vice Chairman of J.P. Morgan & Co., Incorporated, the
parent of J.P. Morgan Capital Corporation. Mr. Mendoza disclaims beneficial
ownership of 1,190,292 Class B Ordinary Shares and 1,860,000 Class C
Ordinary Shares held by J.P. Morgan Capital Corporation.
(g) Henry Haalilio Peters is a trustee of Kamehameha Schools/Bernice P. Bishop
Estate. Mr. Peters disclaims beneficial ownership of 1,860,000 Class A
Ordinary Shares held by Kamehameha Schools/Bernice P. Bishop Estate.
(h) Does not include 1,000 Class A Ordinary Shares held in custody for Jeffrey
S. Tabak's children.
CERTAIN TRANSACTIONS
The Company, Marsh & McLennan Risk Capital Holdings, Ltd., J.P. Morgan
International Capital Corp. and BYRNE & sons, l.p. (of which John J. Byrne, a
former director of the Company and Mid Ocean, is Chairman) organized The Trident
Partnership, L.P. ("Trident") to make investments in or organize other insurance
or reinsurance ventures. During fiscal 1994, Trident received aggregate capital
commitments from investors (including such organizers) of approximately $667
million. MMRCH LLC, a limited liability company controlled by Marsh & McLennan
Risk Capital Holdings, Ltd., and J.P. Morgan International Capital Corp. each
have direct or indirect capital commitments to Trident of approximately $37
million, principally as special limited partners. The Company and BYRNE & sons,
l.p. each have direct or indirect capital commitments to Trident of $18.7
million, principally as special limited partners. Trident has entered into
investment advisory agreements with Marsh & McLennan Risk Capital Corp. and
Morgan Guaranty Trust Company of New York. In consideration for such services,
each of the advisors will be entitled to receive an advisory fee equal to 4% of
the Gross Income (as defined) of Trident, which fee will be conditioned upon,
and deferred pending, receipt by the partners of distributions equal to their
capital contributions plus a specified rate of return thereon. In addition,
Marsh & McLennan Risk Capital Corp. and Morgan Guaranty Trust Company of New
York will be entitled to a fee of 1.2% and 0.8%, respectively, of the aggregate
amount of each capital call made by Trident, including capital called from the
organizers. Affiliates of Marsh & McLennan Risk Capital Holdings, Ltd. and J.P.
Morgan Securities Inc. may be retained to manage the investment portfolios of
certain companies in which Trident invests. Mr. Newhouse is a director of
Trident Corp., the general partner of Trident.
Following the exercise in December 1996 of certain options received in
connection with the formation of Mid Ocean, and pursuant to certain agreements
entered into in connection with the formation of the Company, J.P. Morgan
Capital Corporation received from the Company 1,190,292 Class B Ordinary Shares
and Marsh & McLennan Risk Capital Holdings, Ltd., MMRC LLC, Fund American
Enterprises Holdings, Inc., and White Mountains Holdings, Inc. received,
respectively, 733,793 shares, 1,051,645 shares, 194,070 shares and 194,070
shares of Class A Ordinary Shares, in exchange for, and in cancellation of, the
Mid Ocean shares acquired upon exercise of the options.
Certain subsidiaries of EXEL Limited have provided reinsurance for Mid
Ocean. Aggregate premiums ceded to such subsidiaries of EXEL Limited in fiscal
1996 were approximately $10.0 million.
Affiliates of Marsh & McLennan Risk Capital Holdings, Ltd. are insurance
intermediaries to the Company. Commissions allocable to these intermediaries for
premiums earned by Mid Ocean in fiscal year 1996 were $20.2 million. Further,
certain other affiliates of Marsh & McLennan Risk Capital Holdings, Ltd. have
provided consulting services to the Company, for which the Company paid
approximately $0.1 million.
12
<PAGE> 15
J.P. Morgan & Co. Incorporated and its subsidiaries have provided and may
continue to provide investment banking and related services to the Company.
The Company believes that the terms of such transactions, in general, are
no less favorable to the Company than could have been obtained from third
parties that were not affiliated with the Company.
The Company has entered into an agreement with EXEL Limited whereby, so
long as two officers of EXEL Limited serve as members of the Board of Directors
of the Company, and one of such officers serves as a member of the Executive
Committee of the Board of Directors of the Company, EXEL Limited shall not,
without approval of the Board of Directors of the Company or prior to May 1,
1998, or other events as described therein, (i) purchase any securities of the
Company that would bring EXEL Limited's beneficial ownership of Class A Ordinary
Shares above 30%, or Shares above 25% on a fully diluted basis, (ii) solicit
proxies, or (iii) participate in a solicitation in an election contest. Mr.
Esposito is Chairman of the Board and a director, and Mr. O'Hara is President,
Chief Executive Officer, and director, of EXEL Limited, and both are Directors
of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company is not aware of any Director or officer who failed to file on a
timely basis disclosure reports required by Section 16 of the Securities
Exchange Act of 1934, as amended, except that certain Forms 4 and 5 were filed
after their date due.
II. AMENDMENT TO THE 1993 LONG TERM
INCENTIVE AND SHARE AWARD PLAN
On December 4, 1996, the Board of Directors approved an amendment to the
1993 Long Term Incentive and Share Award Plan (the "1993 Plan") to allow options
granted thereunder to be transferable in certain circumstances; to allow the
Board of Directors as a whole to administer the Plan; to cease the formulaic
granting of Ordinary Shares to the Directors under the Plan; to remove the
prohibition on certain Restricted Share awards from being reissued under the
Plan upon forfeiture; and removing the prohibition on the number of amendments
to the Plan during a six-month period. This amendment must be ratified by the
holders of a majority of Class A Ordinary Shares present, or represented by
proxy, and entitled to vote at the 1997 Annual General Meeting.
The 1993 Plan is designed to provide a means to attract, retain and
motivate employees of the Company in order to achieve the Company's long-term
growth and profitability objectives. The 1993 Plan provides for the grant to
eligible employees of stock options, stock appreciation rights, restricted
stock, restricted stock units payable in Class A Ordinary Shares or cash, stock
awards in lieu of cash awards, dividend equivalents and other stock-based awards
(the "Awards"). To date, the 1993 Plan has been administered by the Compensation
Committee, and the Compensation Committee determines which eligible employees
will receive Awards, the types of Awards to be received and the terms and
conditions thereof. Officers and other employees of the Company, its
subsidiaries and affiliates who are responsible for or contribute to the
management and profitability of the business of the Company are eligible to be
granted Awards under the 1993 Plan. Prior to the adoption of this amendment, the
1993 Plan also provides for the annual non-discretionary grant of options to
purchase 1,500 Class A Ordinary Shares to each director of the Company who is
not an officer or employee of the Company or its subsidiaries. The exercise
price of such options is equal to the market price of the Class A Ordinary
Shares on the date of the grant.
13
<PAGE> 16
The 1993 Plan currently provides for the issuance of options and other
stock-based awards covering up to an aggregate of 2,250,000 Class A Ordinary
Shares. Of such 2,250,000 Class A Ordinary Shares, 1,587,030 Class A Ordinary
Shares have been awarded or reserved for issuance as of October 31, 1996.
The Compensation Committee and the Board of Directors believe that Awards
are a particularly important part of compensation that correlates long-term
individual motivation and reward to the Company's performance. The proposed
amendments to the 1993 Plan will continue to provide the Company with the
flexibility to continue to motivate its employees in this manner.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE
1993 PLAN.
III. SELECTION OF INDEPENDENT ACCOUNTANTS
The Audit Committee and the Board of Directors have recommended the
appointment of KPMG Peat Marwick, Bermuda, as the Auditors of the Company for
the fiscal year ending October 31, 1997. Representatives of that firm are
expected to be present at the Annual Meeting with an opportunity to make a
statement if they desire to do so and to be available to respond to appropriate
questions.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPOINT KPMG
PEAT MARWICK.
IV. SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals intended for inclusion in next year's proxy statement should be
sent to the Company at its principal executive offices at Richmond House, 12
Par-la-Ville Road, Hamilton HM 08, Bermuda and must be received by September 17,
1997.
Any Shareholder entitled to vote at a meeting may nominate persons for
election as Directors if written notice of such intent is delivered or mailed,
postage prepaid, and received by John M. Wadson at the principal executive
offices of the Company not less than 5 days nor more than 21 days before the
date appointed for such meeting. The shareholder notice must include the
following information about the proposed nominee: (a) name, age, and business
and residence addresses; (b) principal occupation or employment; (c) class and
number of Shares or securities of the Company beneficially owned; and (d) any
other information required to be disclosed in solicitations of proxies pursuant
to Regulation 14A of the Securities Exchange Act of 1934, as amended, including
the proposed nominee's written consent to serve if elected. The notice must also
include information on the Shareholder making the nomination, such as: name and
address as it appears on the Company's books, and the class and number of Shares
of the Company beneficially owned. The nomination of any person not made in
compliance with the foregoing procedures shall be disregarded.
V. OTHER MATTERS
While management knows of no other issues, if any other matters properly
come before the meeting, it is the intention of the persons named in the
accompanying proxy form to vote the proxy in accordance with their judgment on
such matters.
14
<PAGE> 17
PROXY SOLICITATION
The Company will bear the cost of this solicitation of proxies. Proxies may
be solicited by mail, personal interview, telephone and telegraph by Directors,
officers and employees of the Company and Mid Ocean without receiving additional
compensation. In addition to the foregoing, the Company has retained Morrow &
Co., Inc. to assist in the solicitation of proxies for a fee of approximately
$3,500 plus reasonable out-of-pocket expenses and disbursements of that firm.
Upon request the Company will also reimburse brokers and others holding stock in
their names, or in the names of nominees, for forwarding proxy materials to
their principals.
THE COMPANY WILL FURNISH, WITHOUT CHARGE TO ANY SHAREHOLDER, A COPY OF ITS
FORM 10-K REPORT THAT IT FILES ANNUALLY WITH THE SECURITIES AND EXCHANGE
COMMISSION. A COPY OF THIS REPORT FOR THE FISCAL YEAR ENDED OCTOBER 31, 1996,
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT RICHMOND HOUSE, 12
PAR-LA-VILLE ROAD, HAMILTON HM 08, BERMUDA.
As ordered,
Robert J. Newhouse, Jr.
Chairman
15
<PAGE> 18
[ ]
<TABLE>
<S> <C> <C> <C>
1. To elect five Class I FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
Directors to hold office listed below for all nominees listed below
until 2000
</TABLE>
Nominees: Frank J. Borelli, Michael A. Butt, Henry U. Harder, Brain M. O'Hara,
and Jeffrey S. Tabak
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions ___________________________________________________________________
2. To amend the Long Term Incentive 3. To appoint KPMG Peat Marwick, Bermuda,
and Share Award Plan primarily to to act as the independent Auditors of
permit discretionary (as opposed the Company for the fiscal year ending
to formulaic) grants of Ordinary October 31, 1997.
Shares to be made to the members
of the Board of Directors.
FOR [ ] AGAINST [ ] ABSTAIN [ ] FOR [ ] AGAINST [ ] ABSTAIN [ ]
And to transact with such other business as may properly
come before the meeting or any adjournments thereof.
Change of Address and [ ]
or Comments Mark Here
NOTE: Please sign exactly as name or names
appear to the left. When signing as
Attorney, Executor, Trustee, Guarantor or
Officer of a corporation, please give title
as such. For joint accounts, all named
holders should sign.
DATE: ____________________________________
SIGNATURE: _______________________________
Votes MUST be indicated
Sign, Date and Return the Proxy (x) in Black or Blue ink [ ]
Card Using the Enclosed Envelope
______________________________________________________________________________
MID OCEAN LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on March 6, 1997
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders
of MID OCEAN LIMITED (the "Company") will be held at the Elbow Beach Hotel,
60 South Shore Road, Paget PG 04, Bermuda, on Thursday, March 6, 1997, at
8:30 a.m. local time for the items set forth on the reverse side.
Only Shareholders of record, as shown by the transfer books of the Company
at the close of business on January 30, 1997, are entitled to notice of and
to vote at the Annual General Meeting.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE
FURNISHED FOR THAT PURPOSE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON,
YOU MAY DO SO IN THE MANNER DESCRIBED IN THE PROXY STATEMENT. A PROXY NEED NOT
BE A SHAREHOLDER OF THE COMPANY.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
(Continued and to be signed on the reverse side)
MID OCEAN LIMITED
P.O. BOX 11302
NEW YORK, NEW YORK 10203-0302
