<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1997
Registration No.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
TERRA NOVA (BERMUDA) HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
BERMUDA NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
RICHMOND HOUSE
12 PAR-LA-VILLE ROAD
HAMILTON HM 08, BERMUDA
(441) 292-7731
(Address of Principal Executive Offices
including Zip Code)
TERRA NOVA (BERMUDA) HOLDINGS LTD. 1997
NON-EMPLOYEE DIRECTORS SHARE UNIT PLAN
(Full title of the Plan)
CT CORPORATION SYSTEM
1633 BROADWAY
NEW YORK, NEW YORK 10019
(212) 664-1666
(Name, address and telephone number of agent for service)
===============================================================================
<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1997
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price fee
------------- -------------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
Class A
Ordinary 100,000(1) (2) $2,000,000.00 $606.06
Shares, par (2)
value $5.80
per share
===============================================================================
</TABLE>
(1) Consists of shares of Class A Ordinary Shares ("Common Stock") to be issued
pursuant to the Terra Nova (Bermuda) Holdings Ltd. 1997 Non-Employee
Directors Share Unit Plan (the "Plan"). Such indeterminable number of
additional shares as may be issuable pursuant to the operation of the
recapitalization provisions of the Plan are hereby also registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based upon an assumed price of $20.00 per share, the
average of the high and low sale prices of the Registrant's Common Stock on
the New York Stock Exchange on May 7, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the
following documents heretofore filed by Terra Nova (Bermuda) Holdings Ltd. (the
"Company"), with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above; and
(c) The description of the Company's Class A Ordinary Shares, par
value $5.80 per share (the "Common Stock"), contained in a
registration statement filed under the Exchange Act, and any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by
<PAGE>
reference in this Registration Statement and to be a part hereof from the dates
of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Article 28 of the Company's Bye-Laws provides:
"(a) The Directors, Secretary and other Officers for the time being
of the Company and the liquidator or trustees (if any) for the time being acting
in relation to any of the affairs of the Company and every one of them, and
their heirs, executors and administrators, shall be indemnified and secured
harmless out of the assets of the Company from and against all actions, costs,
charges, losses, damages and expenses which they or any of them, their heirs,
executors or administrators, shall or may incur or sustain by or by reason of
any act done, concurred in or omitted in or about the execution of their duty,
or supposed duty, or in their respective offices or trusts, and none of them
shall be answerable for the acts, receipts, neglects or defaults of the others
of them or for joining in any receipts for the sake of conformity, or for the
acts of or the solvency or honesty of any bankers or other persons with whom any
moneys or effects belonging to the Company shall or may be lodged or deposited
for safe custody, or for insufficiency or deficiency of any security upon which
any moneys of or belonging to the Company shall be placed out on or invested, or
for any other loss, misfortune or damage which may happen in the execution of
their respective offices or trusts, or in relation thereto, PROVIDED THAT this
indemnity shall not extend to any matter in respect of
2
<PAGE>
any wilful negligence, wilful default, fraud or dishonesty which may attach to
any of said persons.
(b) Every Director and Officer of the Company shall be indemnified
out of the funds of the Company against all liabilities incurred by him as such
Director or Officer of the Company in defending any proceedings, whether civil
or criminal, in which judgment is given in his favor, or in which he is
acquitted, or in connection with any application under the Companies Acts in
which relief from liability is granted to him by the court. Such funds shall be
advanced to such Director or Officer on his incurring liability prior to
judgment provided that should he be found guilty of a criminal or other offense
for which he cannot by law be indemnified he shall reimburse the Company the
funds advanced."
Section 98 of the Companies Act of 1981 of Bermuda provides:
(1) Subject to subsection (2), a company may in its bye-laws or in
contract or arrangement between the company and any officer, or any person
employed by the company as auditor, exempt such officer or person from, or
indemnify him in respect of, any loss arising or liability attaching to him by
virtue of any rule of law in respect of any negligence, default, breach of duty
or breach of trust of which the officer or person may be guilty in relation to
the company or any subsidiary thereof.
(2) Any provision, whether contained in the bye-laws of a company or
in any contract or arrangement between the company and any officer, or any
person employed by the company as auditor, exempting such officer or person
from, or indemnifying him against any liability which by virtue of any rule of
law would otherwise attach to him in respect of any fraud or dishonesty of which
he may be guilty in relation to the company shall be void. Provided that -
3
<PAGE>
(a) nothing in this section shall operate to deprive any person of
any exemption or right to be indemnified in respect of anything done or omitted
to be done by him while any such provision was in force; and
(b) notwithstanding anything in this section, a company may, in
pursuance of any such provision as aforesaid indemnify any such officer or
auditor against any liability incurred by him in defending any proceedings,
whether civil or criminal in which judgment is given in his favor or in which he
is acquitted or when relief is granted to him by the Court under section 281.
Section 98A of the Companies Act 1981 of Bermuda provides that a
company may purchase and maintain insurance for the benefit of any officer of
the company against any liability incurred by him in his capacity as an officer
of the company with respect to a violation of his duty to exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances or indemnifying such an officer in respect of any loss
arising or liability attaching to him by virtue of any rule of law in respect of
any negligence, default, breach of duty or breach of trust of which the officer
may be guilty in relation to the company or any subsidiary thereof and nothing
in this Act shall make void or voidable any such policy.
As of December 31, 1996, the Company had purchased primary directors
and officers liability insurance from New Hampshire Insurance Company (Europe)
in the amount of (Pounds)12.5 million, with excess cover of (Pounds)7.5 million
provided by Executive Risk Insurance Company and further excess cover of
(Pounds)5.0 million provided by ACE Insurance Company.
Item 7. Exemption from Registration Claimed
Not applicable.
4
<PAGE>
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12-13.
Item 9. Undertakings
(a) The undersigned 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act, unless the information is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement, unless the information is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
5
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Subsequent Exchange Act Documents. The undersigned Registrant
---------------------------------
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Indemnification. 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 foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange 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
6
<PAGE>
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 of 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.
7
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hamilton, Bermuda, on the 9th day of May, 1997.
Terra Nova (Bermuda) Holdings Ltd.
By: *
------------------------------
William O. Bailey
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman, President and May 9th, 1997
- -------------------- Chief Executive Officer
William O. Bailey (Principal Executive Officer)
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
* Chief Financial Officer, May 9th, 1997
- -------------------- Senior Vice President and
William J. Wedlake Principal Accounting Officer
(Principal Financial and
Accounting Officer)
* Deputy Chairman and Director May 9th, 1997
- --------------------
John Riddick
* Deputy Chairman and Director May 9th, 1997
- --------------------
John J. Dwyer
* Deputy Chairman and Director May 9th, 1997
- --------------------
Nigel H.J. Rogers
* Director May 9th, 1997
- --------------------
David L. Jaffe
* Director May 9th, 1997
- --------------------
Philip F. Petronis
* Director May 9th, 1997
- --------------------
Allan W. Fulkerson
* Director May 9th, 1997
- --------------------
Hugh P. Lowenstein
* Director May 9th, 1997
- --------------------
Robert S. Fleischer
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
* Director May 9th, 1997
- --------------------
Mark J. Byrne
* Director May 9th, 1997
- --------------------
Steven J. Gilbert
</TABLE>
*By:/s/ Jean M. Waggett Senior Vice President
------------------- Secretary and General Counsel
Attorney-in-Fact
Jean M. Waggett
10
<PAGE>
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the undersigned
as the duly authorized representative of the Registrant in the United States.
By: /s/ Jean M. Waggett
-----------------------
Jean M. Waggett
New York, New York
April 28, 1997
11
<PAGE>
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- --------- -----------------------------------------
<S> <C>
4.1 Form of Share Certificate
(incorporated by reference to
Exhibit 4.1 of Amendment No. 2 to the
Company's Registration Statement on
Form S-1, Registration No. 333-1726).
4.2 Indenture, dated June 15, 1995, among
UK Holdings, the Company and The Chase
Manhattan Bank, N.A., as trustee
(incorporated by reference to
Exhibit 4.2 of the Company's
Registration Statement on Form S-1,
Registration No. 333-1726).
4.3 First Supplemental Indenture, dated
October 12, 1995, among UK Holdings,
the Company and The Chase Manhattan
Bank, N.A., as trustee (incorporated
by reference to Exhibit 4.3 of the
Company's Registration Statement on
Form S-1, Registration No. 333-1726).
4.4 Deposit and Custody Agreement, dated
June 15, 1995, among UK Holdings, the
Company, Chase Manhattan Bank
Luxembourg, S.A., as Custodian, and
The Chase Manhattan Bank, N.A., as
Depositary (incorporated by reference
to Exhibit 4.4 of the Company's
Registration Statement on Form S-1,
Registration No. 333-1726).
4.5 Terra Nova (Bermuda) Holdings Ltd.
1997 Non-Employee Directors Share Unit
Plan (filed herewith).
</TABLE>
12
<PAGE>
<TABLE>
<S> <C>
Exhibit
No. Description of Exhibit
- --------- -----------------------------------------
5.1 Opinion of Conyers Dill & Pearman
regarding the legality of the
securities being registered (filed
herewith).
23.1 Consent of Coopers & Lybrand (filed
herewith).
23.2 Consent of Conyers Dill & Pearman
(included in the Opinion of Conyers,
Dill & Pearman filed as Exhibit 5.1).
24.1 Power of Attorney (filed herewith).
</TABLE>
13
<PAGE>
EXHIBIT 4.5
TERRA NOVA (BERMUDA) HOLDINGS LTD.
1997 NON-EMPLOYEE DIRECTORS SHARE UNIT PLAN
(Effective as of May 20, 1997)
1. Purposes
--------
The purposes of the Plan are to enable the Company to attract, retain and
motivate highly qualified directors and to enhance a long-term mutuality of
interest between the directors and shareholders of the Company by providing
eligible directors with an equity interest in the Company under the Plan.
2. Definitions
-----------
Unless the context requires otherwise, the following words as used in the Plan
shall have the meanings ascribed to each below, it being understood that
masculine, feminine and neuter pronouns are used interchangeably, and that each
comprehends the others.
(a) "Award" shall mean any Share Unit awarded under the Plan.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Change in Control" shall mean the occurrence of any of the following
events:
(i) a majority of the members of the Board at any time cease
for any reason other than due to death or disability to be persons
who were members of the Board twenty-four months prior to such time
(or, if at the relevant time less than twenty-four months has elapsed
since the effective date hereof, since such effective date) (the
"Incumbent Directors"); provided that any director whose
<PAGE>
election, or nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of the members of the
Board then still in office who are Incumbent Directors shall be
treated as an Incumbent Director; or
(ii) any "person", including a "group" (as such terms are used
in Sections 13(d) and 14(d)(2) of the Exchange Act, but excluding the
Company, its Subsidiaries, any employee benefit plan of the Company
or any Subsidiary, employees of the Company or any Subsidiary or any
group of which any of the foregoing is a member) is or becomes the
"beneficial owner" (as defined in Rule 13(d)(3) under the Exchange
Act), directly or indirectly, including without limitation, by means
of a tender or exchange offer, of shares or securities of the Company
representing 30% or more of the combined voting power of the
Company's then outstanding shares and securities; or
(iii) the shareholders of the Company shall approve a
definitive agreement (x) for the merger or other business combination
-
of the Company with or into another corporation immediately following
which merger or combination (A) the shares of the surviving entity
-
are not readily tradeable on an established securities market, (B) a
-
majority of the directors of the surviving entity are persons who (1)
-
were not directors of the Company immediately prior to the merger and
(2) are not nominees or representatives of the Company or (C) any
- -
"person," including a "group" (as such terms are used in Sections
13(d) and 14(d)(2) of the Exchange Act, but excluding the Company,
its Subsidiaries, any employee benefit plan of the Company or any
Subsidiary, employees of the Company or any Subsidiary or any group
of which any of the foregoing is a member) is or becomes the
"beneficial owner" (as defined in Rule
2
<PAGE>
13(d)(3) under the Exchange Act), directly or indirectly, of 30% or
more of the combined voting power of the then outstanding shares and
securities of the surviving entity or (y) for the direct or indirect
-
sale or other disposition of all or substantially all of the assets
of the Company.
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
occur in the event the Company files for bankruptcy, liquidation or
reorganization under the laws of Bermuda.
(d) "Company" shall mean Terra Nova (Bermuda) Holdings Ltd., a Bermuda
company, and any successor thereto.
(e) "Compensation" shall mean the annual retainer fees earned by an Eligible
Director for service as a Director.
(f) "Director" shall mean any member of the Board, whether or not such member
is an Eligible Director.
(g) "Eligible Director" shall mean a director of the Company who is not, at
the relevant time, an officer or employee of the Company or any of its
Subsidiaries.
(h) "Equity Fee Election" shall mean an Eligible Director's election to
receive all or a portion of his Compensation in the form of Share Units in lieu
of cash that shall be irrevocable for the calendar year to which it applies.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(j) "Fair Market Value" shall mean, as of any date of determination, (i) the
-
closing price of a Share on a national securities exchange on the date of
determination, as reported for such day in the Wall Street Journal or (ii) the
--
last bid price for a Share on such date, as reported on
3
<PAGE>
a nationally recognized system of price quotation. In the event that there are
no Stock transactions reported on such exchange or system on such date, Fair
Market Value shall mean the closing price or the last bid price, whichever is
applicable, on the immediately preceding day on which Stock transactions were so
reported.
(k) "Grant Date" shall mean, with respect to the grant of Share Units under
the Plan, each date on which Compensation becomes payable to members of the
Board, beginning with the third business day following the effective date
hereof.
(l) "Plan" shall mean the Terra Nova (Bermuda) Holdings Ltd. 1997 Non-
Employee Directors Share Unit Plan, as set forth herein and as amended from time
to time.
(m) "Share" shall mean a share of Stock.
(n) "Share Unit" shall mean a contractual obligation of the Company to
deliver a Share or pay cash based on the Fair Market Value of a Share to an
Eligible Director or the beneficiary or estate of such Eligible Director as
provided herein.
(o) "Stock" shall mean the Class A Ordinary Shares, par value $5.80 per
Share, of the Company.
(p) "Subsidiary" shall mean any company, corporation or partnership
(organized or established in any part of the world) in which the Company owns,
directly or indirectly, 50% or more of the total combined voting power of all
classes of shares or stock of such company or corporation or of the capital
interest or profits interest of such partnership.
3. Effective Date
--------------
The effective date of the Plan shall be May 20, 1997.
4
<PAGE>
4. Administration
--------------
(a) Powers of the Board. The Plan shall be administered by the Board. The
-------------------
Board may delegate its powers and functions hereunder to the Compensation
Committee of the Board. The Board shall have full authority to interpret,
administer and construe the Plan; to establish, amend and rescind rules for
carrying out the Plan; and to make all other determinations and to take such
steps in connection with the Plan as the Board, in its discretion, deems
necessary or desirable for administering the Plan.
(b) Delegation. The Board may designate the Secretary of the Company, other
----------
officers or employees of the Company or competent professional advisors to
assist the Board in the administration of the Plan, and may grant authority to
such persons to execute agreements or other documents on its behalf.
(c) Agents and Expenses. The Board may employ such legal counsel,
-------------------
consultants and agents as it may deem desirable for the administration of the
Plan, and may rely upon any opinion received from any such counsel or consultant
and any computation received from any such consultant or agent. All expenses
incurred in the administration of the Plan, including, without limitation, for
the engagement of any counsel, consultant or agent, shall be paid by the
Company.
(d) Indemnification. No member or former member of the Board or any
---------------
committee thereof or any person designated pursuant to Section 4(c) shall be
liable for any action or determination made in good faith with respect to the
Plan. To the maximum extent permitted by applicable law and the Company's Bye-
Laws, each member or former member of the Board or any committee thereof or any
person designated pursuant to Section 4(c) shall be indemnified and held
harmless by the Company against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim with the approval of
the Company) arising out of any act or omission to act in connection with
5
<PAGE>
the Plan, unless arising out of such person's bad faith or willful misconduct.
Such indemnification shall be in addition to any rights of indemnification the
person may have as a director, officer or employee or under the Bye-Laws of the
Company, by contract, as a matter of law or otherwise.
5. Shares; Adjustment Upon Certain Events
--------------------------------------
(a) Shares Available. Shares to be issued under the Plan may consist, in
----------------
whole or in part, of Shares held in trust for the Plan or authorized but
unissued Shares, not reserved for any other purpose. The aggregate number of
Shares that may be issued under the Plan shall not exceed 100,000 Shares, except
as provided in this Section 5.
(b) Cancelled, Terminated or Forfeited Awards. Any Shares subject to any
-----------------------------------------
portion of an Award which, in any such case and for any reason, is cancelled,
terminated or otherwise settled, without the issuance of such Shares shall again
be available for award under the Plan.
(c) No Limit on Corporate Action. The existence of the Plan and Shares
----------------------------
granted hereunder shall not affect in any way the right or power of the Board
or the shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference shares ahead of or affecting
the Stock, the dissolution or liquidation of the Company or any sale or transfer
of all or part of its assets or business, or any other corporate act or
proceeding.
(d) Recapitalization and Similar Events. In the event of any Share dividend
-----------------------------------
or Share split, recapitalization, reorganization, merger, consolidation,
combination, split-up, spin-off, distribution of assets to shareholders (other
than ordinary cash dividends), exchange of shares, or other
6
<PAGE>
similar corporate change, the aggregate number of Shares available for Awards
under Section 5(a) shall be appropriately adjusted by the Board and the Board's
determination shall be conclusive.
6. Share Unit Awards
-----------------
(a) Equity Fee Election. An Eligible Director shall have the right to make
-------------------
an Equity Fee Election no later than December 31 of each calendar year with
respect to Compensation to be earned for services rendered in one or more
succeeding calendar years. Notwithstanding the foregoing, an Eligible Director
may make an Equity Fee Election at any time during the 30-day period following
the first date as of which such Eligible Director is eligible to participate in
the Plan with respect to Compensation to be earned for services rendered
following such Election. All Equity Fee Elections must set forth a percentage,
up to 100%, of the Compensation payable to the Eligible Director that will be
paid in the form of Share Units in lieu of cash. In the event the Compensation
of an Eligible Director is increased subsequent to the making of an Equity Fee
Election, such Election shall apply to the percentage of such Compensation
elected by the Eligible Director, as so increased.
(b) Form and Duration of Equity Fee Election. An Equity Fee Election shall
----------------------------------------
be made by written notice filed with the Secretary of the Company. Such Equity
Fee Election shall continue in effect (including with respect to Compensation
payable for subsequent calendar years) unless and until the Eligible Director
revokes or modifies such Election by written notice filed with the Secretary of
the Company. Any such revocation or modification of an Equity Fee Election
shall become effective as of the end of the calendar year in which such notice
is given and only with respect to Compensation payable for services rendered
thereafter. Awards credited to an Eligible Director prior to the effective date
of any such revocation or modification of an
7
<PAGE>
Equity Fee Election shall not be affected by such revocation or modification and
shall be distributed only in accordance with the otherwise applicable terms of
the Plan. An Eligible Director who has revoked an Equity Fee Election may file
a new Equity Fee Election to defer Compensation payable for services to be
rendered in the calendar year following the year in which such new Equity Fee
Election is filed.
(c) Share Units. Effective on each Grant Date, each Eligible Director who has
-----------
made an Equity Fee Election shall receive an award of Share Units. No Shares
shall be issued at the time an award of Share Units is made and the Company
shall not be required to set aside a fund for the payment of such award. Upon
the effective date of the initial Share Unit award granted to an Eligible
Director, the Company will establish a separate account for such Eligible
Director and will record in such account the number of Share Units awarded to
such Eligible Director from time to time under the Plan (with any fractional
interest recorded as cash). The number of Share Units awarded to an Eligible
Director on each Grant Date shall be equal to the greatest whole number of
Shares obtained by dividing (i) the amount of Compensation deferred by such
-
Eligible Director pursuant to the Equity Fee Election of such Eligible Director
then in effect with respect to the applicable period since the most recent Grant
Date, by (ii) the Fair Market Value of one Share on the business day immediately
--
preceding such Grant Date. The cash balance representing a fractional Share
Unit, if any, will be credited to the Eligible Director's account under the Plan
as cash until sufficient cash has accumulated to credit one or more additional
whole Share Units to the Eligible Director's account.
(d) Dividends. The Company will credit to the account of each recipient of a
---------
Share Unit award an amount equal to any dividends paid by the Company during the
period of deferral with respect to the corresponding number of Shares credited
to such Eligible Director's Share Unit account ("Dividend Equivalents"). Any
Dividend Equivalents with respect to cash dividends on the Stock credited to an
8
<PAGE>
Eligible Director's account shall be deemed to have been invested in Shares on
the record date established for the related dividend and, accordingly, a number
of Share Units shall be credited to such Eligible Director's account equal to
the greatest whole number of Shares obtained by dividing (x) the value of such
-
Dividend Equivalent on the record date and any cash credited to such Eligible
Director's account, by (y) the Fair Market Value of a Share on such date (with
-
any fractional interest recorded as cash).
(e) Vesting of Share Units. Share Units, together with any Dividend
----------------------
Equivalents credited with respect thereto and cash credited to an Eligible
Director's account, shall be fully vested at all times.
(f) Timing and Form of Plan Distributions. Any distribution hereunder shall
-------------------------------------
be made in a lump sum as soon as administratively practicable following the
termination of an Eligible Director's service as a director or upon termination
of the Plan in accordance with Section 10. A former Eligible Director's Awards
will be distributed in cash, in Shares or in a combination thereof as the
Eligible Director may elect in accordance with procedures established by the
Board. If a former Eligible Director fails to specify a form of payment with
respect to his Awards under the Plan, such distribution shall be made in Shares.
7. Change in Control.
-----------------
Notwithstanding anything herein to the contrary, upon the occurrence of a
Change in Control, the Company shall pay each Eligible Director, not later than
60 days after the Change in Control occurs, cash in an aggregate amount equal to
the product of (i) the number of Shares that are subject to all Share Units
-
credited to such Eligible Director at the time of the Change in Control
multiplied by (ii) the Fair Market Value on the date of the Change in Control,
--
plus cash with respect to any cash credited to his account under the Plan.
9
<PAGE>
8. Nontransferability of Awards
----------------------------
No Award shall be transferable by the Eligible Director otherwise than by will
or under the applicable laws of descent and distribution. In addition, no Award
shall be assigned, negotiated, pledged or hypothecated in any way (whether by
operation of law or otherwise), and no Award shall be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, negotiate,
pledge or hypothecate any Award, or in the event of any levy upon any Award by
reason of any attachment or similar process contrary to the provisions hereof,
such Award shall immediately become null and void.
9. Determinations
--------------
Each determination, interpretation or other action made or taken pursuant to
the provisions of the Plan by the Board shall be final and binding for all
purposes and upon all persons, including, without limitation, the Company, the
directors, officers and other employees of the Company, the Eligible Director
and their respective heirs, executors, administrators, personal representatives
and other successors in interest.
10. Termination, Amendment and Modification
---------------------------------------
(a) Termination and Amendment. The Plan shall expire on the tenth anniversary
-------------------------
of the date on which it is adopted by the Board (except as to Awards outstanding
on that date), unless sooner terminated pursuant to paragraph (b) below or by
action of the Board, and no Awards shall be granted under the Plan thereafter.
The Board at any time or from time to time may amend the Plan to effect (i)
-
amendments necessary or desirable for the Plan and Awards to conform to all
applicable laws and regulations and (ii) any other amendments deemed
--
appropriate. Notwithstanding the fore-
10
<PAGE>
going, the Board may not effect any amendment that would require the approval of
the shareholders of the Company under Rule 16b-3 or any other requirement of
applicable law or regulation unless such approval is obtained.
(b) Shareholder Approval. Notwithstanding anything else in the Plan to the
--------------------
contrary, any Awards granted under the Plan prior to the next annual meeting of
shareholders of the Company following the effective date hereof (the "Annual
Meeting") shall be subject to approval of the Plan by the shareholders of the
Company at such Annual Meeting, and no distributions shall be made under the
Plan until after the date of the Annual Meeting. In the event that the
shareholders of the Company fail to approve the Plan at the Annual Meeting, (i)
-
all Awards theretofore granted under the Plan shall terminate and be rendered
void and without effect and (ii) the Plan shall terminate effective as of the
--
date of such Annual Meeting; provided that, in such event, each Eligible
Director shall be entitled to a payment to be made in cash within 30 days
following the date of the Annual Meeting in an amount equal to the Compensation
deferred under the Plan, together with interest at the rate of interest publicly
announced by Citibank, N.A. from time to time in New York City at its prime rate
plus 200 basis points as of the effective date hereof, from the date or dates of
deferral of Compensation under the Plan through the date of the Annual Meeting.
(c) No Effect on Existing Rights. Except as provided in Section 10(b) above
----------------------------
or as otherwise required by law, no termination, amendment or modification of
the Plan may, without the consent of an Eligible Director of an Award, alter or
impair the rights and obligations of such Eligible Director under any then
outstanding Award.
11. Trust Fund
----------
The Plan shall be unfunded and all benefits under the Plan to an Eligible
Director shall be the unfunded
11
<PAGE>
obligation of the Company. The Company shall establish a trust (the "Trust"),
which is intended to be a "grantor trust" within the meaning of sections 671 et
--
seq. of the Internal Revenue Code of 1986, as amended, to assist the Company in
- ---
meeting its obligations hereunder. The Trust will hold Shares, cash and other
property contributed to the Trust by the Company from time to time to provide
itself with a source of funds to assist it in meeting its obligations to
Eligible Directors under the Plan. Persons entitled to benefit payments under
the terms of the Plan shall not have any greater rights or status than unsecured
general creditors of the Company with respect to assets of the Trust.
The trust agreement (the "Trust Agreement") creating the Trust will contain
procedures to the following effect: In the event of the insolvency of the
Company, the assets of the Trust shall be available to pay the claims of
creditors of the Company as a court of competent jurisdiction may direct. The
Company shall be deemed to be "insolvent" if the Company is generally unable to
pay its debts as they become due or if a winding up petition has been presented
to the Supreme Court in Bermuda in respect of the Company and it has not been
dismissed. In the event the Company becomes insolvent, the Board and the chief
executive officer of the Company shall have a duty to inform the trustee of the
Trust (the "Trustee") in writing of the Company's insolvency. Upon receipt of
such notice, or if the Trustee receives written notice from a person claiming to
be a creditor of the Company alleging such insolvency, the Trustee shall cease
making payments from the assets of the Trust, shall hold such assets for the
benefit of creditors of the Company and shall resume payments from the assets of
the Trust only after the Trustee has determined that the Company is not, or is
no longer, insolvent.
12
<PAGE>
12. General Provisions
------------------
(a) No Right to Serve as a Director. The Plan shall not impose any
-------------------------------
obligations on the Company to retain any Eligible Director as a director nor
shall it impose any obligation on the part of any Eligible Director to remain as
a director of the Company, provided that, each Eligible Director by accepting
--------
each Award shall represent to the Company that it is his good faith intention to
continue to serve as a director of the Company until the next annual meeting of
shareholders and that he agrees to do so unless a change in circumstances
arises.
(b) Rights as a Shareholder. Subject to the terms of the Trust Agreement, an
-----------------------
Eligible Director shall have no rights as a shareholder with respect to any
Shares until he shall have become the holder of record of such Share(s) and no
adjustments shall be made for dividends in cash or other property or
distribution or other rights in respect of any such Shares, except as otherwise
specifically provided for in the Plan.
(c) Non-Exclusivity. Neither the adoption of the Plan by the Board nor the
---------------
submission of the Plan to the shareholders of the Company for approval shall be
construed as creating any limitations on the power of the Board to adopt such
other compensatory arrangements as it may deem desirable, including, without
limitation, payments of cash amounts related to the tax liabilities arising
directly or indirectly from the issuance of Shares in respect of an Eligible
Director hereunder.
(d) Beneficiary Designation. Each Eligible Director under the Plan may from
-----------------------
time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of his death.
Each designation will revoke all prior designations by the same Eligible
Director, shall be in a form prescribed by the Company, and will be effective
only
13
<PAGE>
when filed by the Eligible Director in writing with the Company during his
lifetime. In the absence of any such designation, benefits remaining unpaid or
Awards outstanding at the Eligible Director's death shall be paid to or
exercised by the Eligible Director's surviving spouse, if any, or otherwise to
or by his estate.
(e) Listing of Shares. If at any time the Board shall determine in its
-----------------
discretion that the listing, registration or qualification of the Shares covered
by the Plan upon any national securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the delivery of
Shares under the Plan, no Shares will be delivered unless and until such
listing, registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Board.
(f) Withholding Taxes. The Company shall have the right to make such
-----------------
provisions as it deems necessary or appropriate to satisfy any obligations it
may have to withhold federal, state or local income or other taxes incurred by
reason of the issuance of Shares under the Plan, including requiring a
Participant to reimburse the Company for any taxes required to be withheld or
otherwise deducted and paid by the Company in respect of the issuance of Shares.
In lieu thereof, the Company shall have the right to withhold the amount of such
taxes from any other sums due or to become due from the Company to the
Participant upon such terms and conditions as the Board may prescribe.
(g) Notices. Each Eligible Director shall be responsible for furnishing the
-------
Board with the current and proper address for the mailing of notices and
delivery of agreements and Shares. Any notices required or permitted to be
given shall be deemed given if directed to the person to whom addressed at such
address and mailed by regular United States mail, first-class and prepaid. If
any item mailed to such address is returned as undeliverable to the addressee,
14
<PAGE>
mailing will be suspended until the Eligible Director furnishes the proper
address.
(h) Severability of Provisions. If any provision of the Plan shall be held
--------------------------
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such provision had not been included.
(i) Incapacity. Any benefit payable to or for the benefit of a minor, an
----------
incompetent person or other person incapable of receipting therefor shall be
deemed paid when paid to such person's guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
shall fully discharge the Board, the Company and other parties with respect
thereto.
(j) Headings and Captions. The headings and captions herein are provided for
---------------------
reference and convenience only, shall not be considered part of the Plan, and
shall not be employed in the construction of the Plan.
(k) Controlling Law. The Plan shall be construed and enforced according to
---------------
the laws of the State of New York.
15
<PAGE>
EXHIBIT 5.1
[Letterhead of Conyers Dill & Pearman]
9th May 1997
Terra Nova (Bermuda) Holdings Ltd
Richmond House
12 Par-la-Ville Road
Hamilton HM 08
Bermuda
Ladies and Gentlemen
Terra Nova (Bermuda) Holdings Ltd
- ---------------------------------
We have acted as special legal counsel to Terra Nova (Bermuda) Holdings Ltd, a
Bermuda corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
Class A Ordinary Shares, par value $5.80 per share (the "Class A Ordinary
Shares"), of the Company issuable under the Terra Nova (Bermuda) Holdings Ltd
1997 Non-Employee Directors Share Unit Plan (the "Plan").
As such counsel, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the Plan, the Memorandum of Association and
Bye-laws of the Company as well as resolutions of the Company's Board of
Directors. We have also examined originals, or copies certified to our
satisfaction, of such corporate records of the Company and other instruments,
certificates of appropriate public officials and certificates of officers and
representatives of the Company and other documents as we have deemed necessary
as a basis for the opinions hereinunder expressed. In such examination, we have
assumed the authenticity of all documents submitted to
<PAGE>
Page 2
9th May 1997
Terra Nova (Bermuda) Holding Ltd
us as originals, the conformity with the originals of all documents submitted to
us as copies, the genuineness of all signatures and the legal capacity of
natural persons.
On the basis of the foregoing, we are of the opinion that the 100,000 Class A
Ordinary Shares of the Company issuable pursuant to the Plan have been duly and
validly authorised by the Company, and when issued and delivered in accordance
with provisions of the Plan, such Class A Ordinary Shares will be validly
issued, fully-paid and non-assessable.
We are members of the bar of Bermuda and we have made no investigation of and
express no opinion in relation to the laws of any jurisdiction other than
Bermuda. This opinion is to be governed by and construed in accordance with the
laws of Bermuda and is limited to and is given on the basis of the current law
and practice in Bermuda.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are experts with respect to any part of the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Commission thereunder.
Yours faithfully
CONYERS DILL & PEARMAN
<PAGE>
EXHIBIT 23.1
May 12, 1997
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To: Terra Nova (Bermuda) Holdings Ltd.
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-8, to be filed on or around
May 13, 1997 of our report dated February 26, 1997 on our audits of the
consolidated financial statements and consolidated financial statement schedules
of (a) Terra Nova (Bermuda) Holdings Ltd. as of December 31, 1996 and 1995, and
for each of the two years in the period ended December 31, 1996, and (b) Terra
Nova Insurance Company Limited (the predecessor) for the year ended December 31,
1994 which report is also included in the Company's Annual Report on Form 10-K.
We also consent to the reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand
CHARTERED ACCOUNTANTS
Hamilton, Bermuda
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each undersigned does hereby make,
constitute and appoint William O. Bailey, John Riddick, John J. Dwyer, Jean M.
Waggett, William J. Wedlake and Peter W. Norledge, and each of them, with full
power to act without the other, his or her true and lawful attorney-in-fact and
agent, in his or her name, place and stead to execute on his or her behalf, as
an officer and/or director of Terra Nova (Bermuda) Holdings Ltd. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's Class
A Ordinary Shares, par value $5.80 ("Common Stock"), in connection with the
Terra Nova (Bermuda) Holdings Ltd. 1997 Non-Employee Directors Share Unit Plan
and any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
(the "SEC") pursuant to the Securities Act of 1933, as amended (the "Act"), and
any and all other instruments which either of said attorneys-in-fact and agents
deem necessary or advisable to enable the Company to comply with the Act, the
rules, regulations and requirements of the SEC in respect thereof, and the
securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as he
or she might or could do if personally present at the doing thereof, with full
power of substitution and resubstitution, hereby ratifying and confirming all
that his or her said attorney-in-fact and agents or substitutes may or shall
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each undersigned has hereunto set his hand on the
date indicated below:
/s/ William O. Bailey Chairman, President and Chief Executive Officer
- ----------------------- (Principal Executive Officer)
William O. Bailey
/s/ William J. Wedlake Chief Financial Officer, Senior Vice
- ----------------------- President and Principal Accounting Officer
William J. Wedlake (Principal Financial and Accounting Officer)
/s/ John Riddick Deputy Chairman /s/ Allan W. Fulkerson Director
- ----------------------- and Director ----------------------
John Riddick Allan W. Fulkerson
/s/ John J. Dwyer Deputy Chairman /s/ Hugh P. Lowenstein Director
- ----------------------- and Director -----------------------
John J. Dwyer Hugh P. Lowenstein
/s/ Nigel H.J. Rogers Deputy Chairman /s/ Robert S. Fleischer Director
- ----------------------- and Director -----------------------
Nigel H.J. Rogers Robert S. Fleischer
/s/ David L. Jaffe Director /s/ Mark J. Byrne Director
- ----------------------- -----------------------
David L. Jaffe Mark J. Byrne
/s/ Philip F. Petronis Director /s/ Steven J. Gilbert Director
- ----------------------- -----------------------
Philip F. Petronis Steven J. Gilbert
Dated: May 9, 1997
