-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WElbSA3+BIelMhbc9WBLsdg4Dd7+ShqfIJrcJMFi50nk+cDRnltMxkdps5RuXF8q tnHVaNGQN9oQ9wRW9KGtow== 0000950117-99-002524.txt : 19991207 0000950117-99-002524.hdr.sgml : 19991207 ACCESSION NUMBER: 0000950117-99-002524 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991206 EFFECTIVENESS DATE: 19991206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PXRE GROUP LTD CENTRAL INDEX KEY: 0001091748 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-85451 FILM NUMBER: 99769153 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET MAILTON HM CX CITY: BERMUDA MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET HAMILTON HM CX CITY: BERMUDA S-8 POS 1 PXRE GROUP LTD 1988 STOCK OPTION PLAN S-8 POS #3 As filed with the Securities and Exchange Commission on December 6, 1999 Registration No. 333-85451 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 3 to FORM S-4 REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 -------------------- PXRE GROUP LTD. (Exact name of registrant as specified in its charter) Bermuda (State or other jurisdiction of incorporation or organization) [Not Applicable] (I.R.S. Employer Identification No.) 99 Front Street Hamilton HM 12 Bermuda (Address of principal executive offices) 1988 STOCK OPTION PLAN (Full title of the plan) James F. Dore Executive Vice President and Chief Financial Officer PXRE Group Ltd. Suite 231 12 Church Street Hamilton HM 11 Bermuda (441) 296-5858 (Name, address and telephone number, including area code, of agent for service) ----------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================== Title of securities to be registered Amount to be Proposed Proposed Amount of registered maximum maximum registration offering price aggregate offering fee per share price - ------------------------------------------------------------------------------------------------------------------------ See Below N/A* N/A* N/A* N/A* ========================================================================================================================
(1) No additional securities are to be registered and registration fees were paid upon the filing of the original Registration Statement No. 333-85451. Therefore, no further registration fee is required. II-1 EXPLANATORY NOTES This Post-Effective Amendment No. 3 on Form S-8 to the Registration Statement No. 333-85451 on Form S-4 (the "PXRE Group Registration Statement") is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), by PXRE Group Ltd., a Bermuda corporation (the "Registrant"), which is the successor to PXRE Corporation, a Delaware corporation ("PXRE Delaware"), following a reorganization (the "Reorganization") effective on October 6, 1999. The Reorganization was accomplished through the merger of PXRE Merger Corp., a Delaware corporation and a newly formed, indirect wholly-owned subsidiary of Registrant, with and into PXRE Delaware with the result that the Registrant has become the parent holding company of PXRE Delaware. As a result of the Reorganization, each outstanding share of PXRE Delaware common stock was converted into one common share of the Registrant. The Registrant's common shares are now traded on the New York Stock Exchange under the symbol "PXT." As a result of the Reorganization, the Registrant assumed PXRE Delaware's various stock compensation plans (the "Plans"), including PXRE Delaware's 1988 Stock Option Plan (the "1988 Stock Option Plan"). The 1988 Stock Option Plan has been amended and restated to reflect that the Registrant's common shares will be issuable thereunder in place of the common stock of PXRE Delaware. The 1988 Stock Option Plan As Amended and Restated, which was approved by the Registrant's Board of Directors on October 14, 1999, is attached as Exhibit 4.5. The 1988 Stock Option Plan was the subject of Registration Statement on Form S-8 and S-3 (Registration No. 33-35521, filed on June 21, 1990; the "Plan Registration Statement"). The Reorganization and the assumption and amendment of the 1988 Stock Option Plan were approved by the shareholders of PXRE Delaware at a Special Meeting of Shareholders held on October 5, 1999 for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance with paragraph (d) of Rule 414 of the Securities Act, except as modified by this Post-Effective Amendment No. 3, the Registrant expressly adopts the Plan Registration Statement as its own registration statement for all purposes under the Securities Act and Exchange Act. II-2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the introductory Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) (i) PXRE Delaware's latest Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed pursuant to Section 13(a) of the Exchange Act. (ii) The Registrant's latest proxy statement/prospectus which is contained in the PXRE Group Registration Statement on Form S-4 (Registration No. 333-85451); Registrant's report on Form 10-Q dated November 12, 1999. (b) PXRE Delaware's reports on Form 8-K, dated January 8, 1999, October 5, 1999 and October 6, 1999; PXRE Delaware's reports on Form 10-Q, dated May 14, 1999 and August 12, 1999. (c) The description of the Registrant's common shares, par value $1.00 per share (the "Common Shares"), contained in the PXRE Group Registration Statement on Form 8A, filed on August 23, 1999. In addition, all reports and other documents filed by the Registrant after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. II-3 Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Under Bermuda law, a company is permitted to indemnify its officers and directors, out of the funds of the company, against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is given in their favor, or in which they are acquitted, or where, under relevant Bermuda legislation, relief from liability is granted to them by the court. Bye-Law No. 39 of the Registrant's Bye-Laws governs indemnification by the Registrant and provides: (1) The Directors and Officers (such term to include, for the purposes of this Bye-Law, any individual appointed to any committee by the Board) for the time being acting in relation to any of the affairs of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and every one of them, and their heirs, executors and administrators, shall be indemnified and held harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other Persons with whom any monies or effects belonging to the Company shall or may be delivered or deposited for safe custody, or for insufficiency or deficiency of any security upon which any monies of or belonging to the Company shall be deposited or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, provided that this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said individuals. (2) Each Member and the Company agree to waive any claim or right of action he or it might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action, in the performance of his duties, or supposed duties, with or for the Company; provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director or Officer. Any repeal or modification of this Bye-Law shall not adversely affect any right or protection of a Director or Officer of the Company existing immediately prior to such repeal or modification. (3) Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the Director, Officer, liquidator or trustee to repay such amount unless it shall ultimately be determined that the individual is entitled to be indemnified by the Company as authorized in these Bye-Laws or otherwise pursuant to the laws of Bermuda. The Registrant maintains officer and director liability insurance insuring such persons against liabilities incurred in the discharge of their duties and also insuring the Registrant against its indemnification obligations. Item 7. Exemption from Registration Claimed Not applicable. II-4 Item 8. Exhibits 4.1 Memorandum of Association of the Registrant (Exhibit 3.1 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451) and incorporated herein by reference). 4.2 Bye-Laws of the Registrant (Exhibit 3.2 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451) and incorporated herein by reference). 4.3 Form of Specimen Common Share certificate, par value $1.00 per share, of the Registrant (Exhibit 4.1 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451) and incorporated herein by reference). 4.4 1988 Stock Option Plan, as amended (Exhibit A to the first Prospectus forming part of PXRE Delaware's Form S-8 and S-3 Registration Statement dated June 21, 1990 (File No. 33-35521) and incorporated herein by reference). (M) 4.5 1988 Stock Option Plan As Amended and Restated. (M) 23.1 Consent of PricewaterhouseCoopers as to financial statements of PXRE Group (Exhibit 23.1 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451) and incorporated herein by reference). 23.2 Consent of PricewaterhouseCoopers LLP as to financial statements of PXRE Delaware (Exhibit 23.2 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451) and incorporated herein by reference). 24 Powers of Attorney. - ----------------------- (M) Indicates a management contract or compensatory plan or arrangement in which the directors and/or executive officers of PXRE participate. II-5 Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of Securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense II-6 of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda, on December 6, 1999. PXRE GROUP LTD. (Registrant) By /s/ Gerald L. Radke --------------------------- Gerald L. Radke Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- By /s/ Gerald L. Radke Chairman of the Board, December 6, 1999 ------------------------------------ President, Chief Executive Officer and Gerald L. Radke Director (Principal Executive Officer) By /s/ James F. Dore Executive Vice President and December 6, 1999 ------------------------------------ Chief Financial Officer (Principal James F. Dore Financial Officer and Principal Accounting Officer) By * Director December 6, 1999 ------------------------------------ F. Sedgwick Browne By Director , 1999 ------------------------------------- Robert W. Fiondella By * Director December 6, 1999 ------------------------------------- Franklin D. Haftl By * Director December 6, 1999 ---------------------------------------- Bernard Kelly
II-8 By * Director December 6, 1999 ---------------------------------------- Wendy Luscombe By * Director December 6, 1999 ---------------------------------------- Philip R. McLoughlin By * Director December 6, 1999 ----------------------------------------- David W. Searfoss By * Director December 6, 1999 ----------------------------------------- Wilson Wilde *By: /s/ Gerald L. Radke ------------------------ Gerald L. Radke Attorney-in-Fact
II-9 EXHIBIT INDEX
Exhibit Sequentially Number Document Numbered Page - ------ -------- ------------- 4.1 Memorandum of Association of the Registrant (Exhibit 3.1 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451) and incorporated herein by reference). 4.2 Bye-Laws of the Registrant (Exhibit 3.2 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451) and incorporated herein by reference). 4.3 Form of Specimen Common Share certificate, par value $1 per share, of the Company (Exhibit 4.1 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451) and incorporated herein by reference). 4.4 1988 Stock Option Plan, as amended (Exhibit A to the first Prospectus forming part of PXRE Delaware's Form S-8 and S-3 Registration Statement dated June 21, 1990 (File No. 33-35521) and incorporated herein by reference). (M) *4.5 1988 Stock Option Plan As Amended and Restated. (M) 23.1 Consent of PricewaterhouseCoopers as to financial statements of PXRE Group (Exhibit 23.1 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451) and incorporated herein by reference). 23.2 Consent of PricewaterhouseCoopers LLP as to financial statements of PXRE Delaware (Exhibit 23.2 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451) and incorporated herein by reference). *24 Powers of Attorney.
- ----------------------- * Filed herewith (M) Indicates a management contract or compensatory plan or arrangement in which the directors and/or executive officers of PXRE participate. II-10 EX-4 2 EXHIBIT 4.5 PXRE GROUP LTD. 1988 Stock Option Plan As Amended and Restated SECTION 1. GENERAL PROVISIONS 1.1 Name and General Purpose. The name of this plan is the PXRE Group Ltd. 1988 Stock Option Plan (hereinafter called the "Plan"). The purpose of the Plan is to enable PXRE Group Ltd. (the "Company") and its subsidiaries and affiliates to retain and attract executives who contribute to the success of the Company by their ability, ingenuity and industry, and to enable such executives to participate in the long-term success and growth of the Company by giving them a proprietary interest in the Company.(1) 1.2 Definitions. (a) "Affiliates" means any corporation or other entity as to which the Company possesses a direct or indirect ownership interest and has power to exercise control, including a Subsidiary. (b) "Board" means the Board of Directors of the PXRE Group Ltd. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Committee" means the Committee referred to in Section 1.3 of the Plan. If at any time no Committee shall be in office, then the functions of the Committee specified in the Plan shall be exercised by the Board. (e) "Fair Market Value" as of any day means the mean of the per share bid and asked price for Shares on such day as reported by the NASDAQ Interdealer Quotation System, or if the Shares are listed on an exchange, the average of the high and low prices quoted for Shares on such date. If the Shares are not publicly traded, Fair Market Value shall be determined by the - -------- (1) The Plan has terminated with respect to all future grants of options (although there continue to exist outstanding options which have been granted pursuant to the Plan). The Plan was originally a plan of PXRE Corporation, a Delaware corporation ("PXRE Corp."), which provided, among other things, for the grant of PXRE Corp. common stock. Pursuant to an Agreement and Plan of Merger dated as of July 7, 1999 among the Company, PXRE Corp. and PXRE Merger Corp., PXRE Corp. reorganized so that, among other things, the Company, a Bermuda corporation, became the parent holding company for PXRE Corp. As a result of the reorganization, each outstanding share of PXRE Corp. under the Plan was automatically converted into one common share of the Company. Additionally, pursuant to the reorganization, the Company assumed all of the obligations of PXRE Corp. under the Plan. This Plan is amended and restated solely to provide for the conversion of the PXRE Corp. common stock to Company stock, and to make other conforming changes. -1- Committee in a manner consistent with the requirements of Section 422A(b)(4) of the Code. (f) "Option" means any option to purchase Shares under Section 2 of the Plan. (g) "Participant" means an officer or key management employee of the Company or an Affiliate who is selected by the Committee to participate in the Plan. (h) "Permanent Disability" means a permanent and total disability within the meaning of Section 22(e)(3) of the Code. (i) "Retirement" means separation from the Company or an Affiliate with the consent of the Company or Affiliate on or after attaining age 65. (j) "Shares" mean the common shares, par value $1.00 per share, of the Company. (k) "Subsidiary" means any corporation as to which the Company owns directly or indirectly fifty percent (50%) or more of the total combined voting power of all classes of its stock. 1.3 Administration of the Plan. The Plan shall be administered by the Committee, which shall consist of three or more members appointed by the Board who are "disinterested persons" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934. The Committee shall serve at the pleasure of the Board and shall have such powers as the Board may, from time to time, confer upon it. Subject to this Section 1.3, the Committee shall have sole and complete authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and to correct any defect, supply and omission or reconcile any inconsistency in the Plan. Any decision or action taken by the Board or the Committee arising out of or in connection with the construction, administration, interpretation or effect of the Plan shall be conclusive and binding upon all Participants and any person claiming under or through any Participant. Members of the Committee shall not receive compensation for their services as members but all expenses and liabilities they incur in connection with the administration of the Plan shall be borne by the Company. The Committee may employ attorneys, consultants, appraisers, brokers or other persons. The Committee, the Company and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or evaluations of any such persons. No member of the Board or of the Committee shall be liable for any act or action, whether of commission or omission, taken by any other member or by any officer, agent or employee, nor for anything done or omitted to be done by such director except resulting from his own gross negligence or willful misconduct. The Committee shall keep minutes of its meetings and of action taken by it without a meeting. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all of the members of the Committee without a meeting, shall constitute the acts of the Committee. 1.4 Eligibility. All officers and key management employees who have principal responsibility for, or contribute substantially to, the management or financial performance of the Company or any Affiliate, as determined by the Committee, are eligible to be Participants in the Plan. 1.5 Shares Subject to the Plan. -2- Subject to adjustment as provided in Section 3.1, the aggregate number of Shares to be issued upon exercise of all Options granted pursuant to the Plan shall be 450,000.(2) Such Shares may be authorized but unissued Shares or treasury Shares. Shares subject to, but not issued under, any Option terminating or expiring for any reason prior to its exercise in full will again be available for Options thereafter granted during the balance of the term of the Plan. SECTION 2. OPTIONS 2.1 Authority of Committee and Grant. Subject to the provisions of the Plan, the Committee shall have the sole and complete authority to determine (i) the Participants to whom Options shall be granted; (ii) the number of Shares to be covered by each Option; (iii) the time or times at which Options shall be granted; and (iv) the conditions and limitations, if any, in addition to those set forth in Sections 2 and 3 hereof, applicable to the exercise of any Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Shares acquired upon exercise of an Option. The Company intends that the Committee will annually make grants of Options to officers and to key management employees which it designates to receive Options. The number of Shares in the annual grant to a Participant shall be equal to the result of dividing (i) the product of multiplying (1) the Stock Option Percentage for the Participant's position (as determined under the following schedule) by (2) the Participant's rate of base salary (excluding bonuses and other compensation in addition to salary (excluding bonuses and other compensation in addition salary, and expressed as an annual amount in dollars), by (ii) the Fair Market Value of one Share as the date on which the Option it granted. For this purpose, a Participant's Stock Option Percentage and his or her rate salary shall be determined as of the end of the Company's Fiscal Year ending immediately before the grant of the Option.
Stock Option Position Percentage -------- ---------- Chief Executive Officer................................... 125% Vice Presidents........................................... 70% Other Officers............................................ 45% Managers.................................................. 25%
The Committee may also make other grants of Options to eligible officers and key management employee in its discretion. Options granted under the Plan may be of two types, a non-qualified stock option ("Non-Qualified Option"), and an incentive stock option ("Inventive Stock Option"). The - -------- (2) Section 1.5 was amended by the Board of Directors of PXRE Corp. on February 8, 1990 to increase the number of Shares subject to the Plan from 240,000 to 450,000, subject to shareholder approval within one year if such approval were required for purposes of Rule 16b-3, NASDAQ listing requirements or other applicable laws or regulations. -3- Committee shall have the authority to grant Non-Qualified Options, or to grant Incentive Stock Options, or to grant both types of Options to any, provided, however, that only officers and employees employed by the Company or a Subsidiary shall receive Incentive Stock Options. To the extent that any Option is not designated as an Incentive Stock Option, it shall constitute a separate Non-Qualified Option. It is intended that the Incentive Stock Options granted hereunder shall constitute incentive stock options within the meaning of Section 422A(b) of the Code and shall be subject to the tax treatment described in Section 421 of the Code. Anything in the Plan to the contrary notwithstanding, no provision of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify either the Plan or any Incentive Stock Option under Section 422A of the Code. 2.2 Option Price. The price of Shares purchased upon the exercise of Options granted pursuant to the Plan shall be the Fair Market Value thereof as of the date that the Option is granted. If an employee owns or is deemed to own (by reason of the attribution rules applicable under Section 425(d) of the Code) more than 10% of the combined voting power of all classes of the stock of the Company or a Subsidiary and an Option granted to such employee is intended to qualify as an Incentive Stock Option within the meaning of Section 422A(b) of the Code, the option price shall be not less than 110% of the Fair Market Value of the Shares on the date the Option is granted. The purchase price, plus any required Federal income tax or other withholding amount, shall be paid in full in cash or by certified check or, if authorized by the Committee in the Stock Option Agreement, Shares of the Company when the Option is exercised, and certificates evidencing Shares will be delivered only against such payment. The Committee may provide in the Stock Option Agreement that an optionee may satisfy the Company's withholding tax requirements by electing to have the Company withhold Shares otherwise issuable to the optionee which have a Fair Market Value on the Tax Date at least equal to the amount required to be withheld. The election shall be irrevocable and shall be subject to the disapproval of the Committee. For the purpose, "Tax Date" means the date which tax is determined due to the exercise of a Non-Qualified Option. 2.3 Stock Option Agreements. Options shall be evidenced by agreements ("Stock Option Agreements") on the terms and conditions set forth in the Plan and on such other terms and conditions as the Committee may deem advisable. Each Stock Option Agreement shall specify the number of Shares subject to the Option, the date or dates on which such Option shall become exercisable, the expiration date of such Option, the designation of such Option as an Incentive Stock Option or a Non-Qualified Option, the exercise price of Option and the date of the grant of the Option. 2.4 Non-Qualified Options. (a) Term of Option. Each Non-Qualified Option shall be for a term of not more than ten years and one day from the date of grant. (b) Exercise. (i) Subject to Section 3.2, each Non-Qualified Option by its terms shall require the optionee to remain in the continuous employ of the Company or an Affiliate for at -4- least one year from the date of grant of the Option before the option shall be exercisable, except in the event that the optionee's employment with the Company or Affiliate terminates as a result of Retirement, Permanent Disability or death. (ii) A Non-Qualified Option shall not be exercisable by the optionee unless, at the time of exercise, such optionee is an employee of the Company or an Affiliate, except that, upon termination of employment with the Company or Affiliate, the optionee may exercise an Option (1) to the extent of any unexercised Shares, whether or not the optionee was entitled to do so at the termination of his employment, at any time within three years thereafter if the termination of employment results from Retirement or Permanent Disability, or (2) to the extent that the optionee was entitled to do so at the termination of his employment, at any time three months thereafter if the termination of employment results from a cause other than Retirements, Permanent Disability or death. (iii) In the event of the death of an optionee while an employee of the Company or an Affiliate, such optionee's estate or any person who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of the optionee may exercise such optionee's Option to the extent of all unexercised Shares, whether or not the optionee was entitled to do so at the time of his death, at any time within three years following his date of death. (iv) If the optionee dies within three months after termination of employment with the Company or any Affiliate other than resulting from Retirement or Permanent Disability or within three years after such termination in the case of Retirement or Permanent Disability, such optionee's estate or any person who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of the optionee may exercise (to the extent that the optionee was entitled to do so at the termination of his employment) such optionee's Option at any time within the period ending on the later of (1) the last day of the period within which the optionee could have exercised such option but for his death or (2) the first anniversary of the optionee's death. (v) Notwithstanding any of the foregoing, in no event shall an Option be exercisable in whole or in part after the termination date provided in the Stock Option Agreement. (c) Transferability. Non-Qualified Options shall not be transferable otherwise than by will or by the laws of descent and distribution, and shall be exercisable during the optionee's lifetime only by the optionee or, if legally incapacitated, by the optionee's duly appointed guardian or legal representative. (d) Vesting. Except as the Committee may otherwise provide in an optionee's Stock Option Agreement, Non-Qualified Options shall become exercisable in four equal annual installments. The Committee may provide for unequal installments and for a different expiration date for each installment. The Committee may, in its sole discretion, permit the acceleration of the time to exercise one or more installments. -5- 2.5 Incentive Stock Options. (a) Term of Option. Except as otherwise provided herein, each Incentive Stock Option shall be for a term of not more than ten years from the date of grant, except that if any employee owns or is deemed to own (by reason of the attribution rules of Section 425(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or any Subsidiary and an Incentive Stock Option is granted to such employee, the term of such Option shall be no more than five years from the date of grant. (b) Annual Limit. The aggregate Fair Market Value of the Shares (determined as of the date of grant) with respect to which Options intended to be and designated as Incentive Stock Options under the Plan (or any stock option plan of the Company or any Subsidiary) are exercisable for the first time by any employee in any calendar year shall not exceed $100,000. (c) Exercise. (i) Subject to Section 3.2, each Incentive Stock Option by its terms shall require the optionee to remain in the continuous employ of the Company or an Affiliate for at least one year from the date of grant of the Option before the Option shall be exercisable, except in the event that the optionee's employment with the Company or Affiliate terminates as a result of Retirement, Permanent Disability or death. (ii) An Incentive Stock Option shall not be exercisable by the optionee unless, at the time of exercise, such optionee is an employee of the Company or an Affiliate except that, upon termination of employment with the Company or Affiliate the optionee may exercise an Incentive Stock Option (1) to the extent of all unexercised Shares, whether or not the optionee was entitled to do so at the termination of his employment, at any time within three years thereafter if the termination of his employment results from Retirement or Permanent Disability, or (2) to the extent that the optionee was entitled to do so at the termination of his employment, at any time within three months thereafter if the termination of employment results from a cause other than Retirement, Permanent Disability or death. However, the Committee shall advise the optionee that, under current law, the exercise of his Incentive Stock Option will be treated for federal income tax purposes as an exercise of a Non-Qualified Stock Option if he exercise the option (A) more than three months after the termination of his employment with the Company or a Subsidiary other than by reason of Permanent Disability or death, or (B) more than one year the termination of his employment with the Company or a Subsidiary by reason of Permanent Disability. (iii) In the event of the death of an optionee while an employee of the Company or an Affiliate, such optionee's estate or any person who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of the optionee may exercise such optionee's Option to the extent of all unexercised Shares, whether or not the optionee was entitled to do so at the time of his death, at any time within three years following his date of death. (iv) If the optionee dies within three months after termination of employment with the Company or any Affiliate other than resulting from Retirement or -6- Permanent Disability or within three years after such termination in the case of Retirement or Permanent Disability, such optionee's estate or any person who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of the optionee may exercise (to the extent that the optionee was entitled to do so at the termination of his employment) such optionee's Option at any time within the period ending on the later of (1) the last day of the period within which the optionee could have exercised such Option but for his death or (2) the first anniversary of the optionee's death. However, the Committee shall advise the optionee or other person entitled hereunder to exercise the Option, that, under current law, if he was not an employee of the Company or a Subsidiary either at the time of his death or within three months before such time, the exercise by his estate or the person who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of the optionee with be treated for federal income tax purposes as an exercise of a Non-Qualified Stock Option. (v) Notwithstanding any of the foregoing, in no event shall an Option be exercisable in whole or in part after the termination date provided in the Stock Option Agreement. (d) Transferability. Incentive Stock Options shall not be transferable otherwise than by will or the by the laws of decent and distribution, and shall be exercisable during the optionee's lifetime only by the optionee or, if legally incapacitated, by the optionee's duly appointed guardian or representative. (e) Vesting. Except as the Committee may otherwise provide in an optionee's Stock Option Agreement, Incentive Stock Options shall become exercisable in four equal annual installments. The Committee may provide for unequal installments and for a different expiration date for each installment. The Committee may, in its sole discretion, permit the acceleration of the time to exercise one or more installments. SECTION 3. OTHER PROVISIONS 3.1 Adjustments in Outstanding Options. In the event the outstanding Shares are increased or changed into or exchanged for a different number or kind of shares of capital stock or other securities of the Company by reason of any stock dividend or split, recapitalization, reclassification, merger, consolidation, combination of Shares or other corporate change, the Committee shall make such substitution or adjustment, if any, as it deems to be equitable, in the number or kind of Shares or other securities as to which Options may be granted and in the number or kind of Shares or other securities allocated to unexercised Options granted prior to such change. In the case of any such substitution or adjustment, the aggregate Option price in each Stock Option Agreement of all the Shares covered thereby prior to such substitution or adjustment shall be the Option price for all the shares or other securities substituted for such Shares or to which such Shares are adjusted, and the Option price per share after such substitution or adjustment shall be determined accordingly; provided, however, that no such determination shall obligate the Company to issue or sell fractional shares or other securities. -7- 3.2 Acceleration and Settlement on Certain Changes.(3) (a) Acceleration. Notwithstanding any other provisions of the Plan, upon the earlier of (i) a Change of Control of the Company (as defined below), or (ii) the Shares of the Company ceasing to be publicly traded any unexercised portion of an Option shall become exercisable. (b) Optional Surrender Rights. (i) The Committee may grant to optionees who are subject to Section 16(b) of the Exchange Act in conjunction with Options, either at the time of grant or, with the consent of the optionee, by amendment thereafter, the right to elect up to 60 days following a Change of Control (other than where a person becomes a person described in Section 3.2(c)(i) after November 16, 1989 by acquiring from Phoenix Mutual Life Insurance Company or an affiliate ("Phoenix Mutual") in a private transaction Shares equal to the number of shares owned by Phoenix Mutual on November 16, 1989) to surrender all or part of his or her Options and to receive a cash payment equal to the greater of (A) the excess of the fair market value of the Shares subject to the Options surrendered over the exercise price for such Shares, or (B) except for Incentive Stock Options, the excess of the per Share net worth (determined by the Company's public accountants in accordance with generally accepted accounting principles consistently applied as of the close of the Company's next preceding fiscal year) of the Shares to which the surrendered Option or portion thereof pertains on the date of surrender over the per Share net worth of such Shares on the date that the Option was granted. For this purpose, 'fair market value' with respect to Shares subject to Non-Qualified Options means the higher of (1) the highest weekly weighted average trading price for the Shares during a calendar week which is included in the 90-day period ending on the date such election and in which the average weekly reported volume of trading in the Shares is equal to or greater than the mean of the weekly reported volumes of trading in the Shares during such 90-day period, or (2) if the Change of Control occurs as a result of a transaction described in Section 3.2(c)(i) the highest price per share shown on Schedule 13D or an amendment thereto filed pursuant to Section 13(d) of the Exchange Act by any person (as defined in Section 3.2(c)(i)) holding 30% or more of the combined voting power of the Company's then outstanding voting securities, or (C) if the Change of Control occurs as a result of shareholder approval of a transaction described in Section 3.2(c)(ii), the highest price paid or to be paid per share pursuant to such transaction as determined by the Committee. With respect to Shares subject to an Incentive Stock Option, 'fair market value' means Fair Market Value as provided in Section 1.2(e). Payment of such amount, less applicable withholding taxes, shall be made by the Company to the optionee in cash, subject to the applicable provisions of Rule 16b-3 under the Exchange Act as then in effect, promptly upon the - -------- (3) Section 3.2 was amended by the Board of Directors of PXRE Corporation on November 16, 1989, except that Section 3.2(b) was adopted subject to shareholder approval within one year if such approval were required for purposes of Rule 16b-3, NASDAQ listing requirements or other applicable laws and regulations. -8- receipt by the Committee of the optionee's election. (ii) An optionee may elect upon to 60 days following the date the Shares cease to be publicly traded (except where the stock is delisted due to fraud or other misconduct of the Company's management) to surrender all or part of his Options and to receive a cash payment equal to the greater of (A) the excess of the fair market value of the Shares subject to such surrendered Options over the exercise price for such Shares, or (B), except for Incentive Stock Options, the amount determined using the per Share net worth valuation method in Section 3.2(b)(i) as of the surrender date. For this purpose, 'fair market value' means the highest weekly weighted average trading price for the Shares during a calendar week which is included in the 90-day period ending on the date the shares cease to be publicly traded in which the average weekly reported volumes of trading in such Shares is equal to or greater than the mean of the weekly reported volumes of trading in the Shares during such 90-day period, except that with respect to Shares which are subject to an Incentive Stock Option it shall mean Fair Market Value as provided in Section 1.2(e) on the date of surrender. Payment of such amount, less applicable withholding taxes, shall be made by the Company in cash promptly upon the receipt by the Committee of the optionee's election. (iii) If an optionee does not make an election under part (i) or (ii) on or before the 60th day following a Change of Control described in Section 3.2(c)(ii) or (iii) or the date the Shares cease to be publicly traded (except where the stock is delisted due to fraud or other misconduct of the Company's management), as the case may be, the optionee shall be deemed to have made such an election as of such 60th day, he shall receive the cash payment which he would have received had he made an election on such date, all of his Options and surrender rights shall be deemed to have canceled as of such date, and his sole right under the plan shall be to receive such cash payment, subject to applicable withholding taxes. In the case of an optionee who does not have an election under part (i) and whose Option is unexercised in whole or part on the 60th day following a Change of Control described in Sections 3.2(c)(ii) or (iii), the optionee shall receive a cash payment with respect to his unexercised Option determined under the foregoing as if he had an election, and had made it, on such 60th day, and his rights under the Plan thereafter shall solely be those provided to an optionee subject to the first sentence in this part (iii). (iv) Except in the event of an optionee's death or disability, an optionee may not exercise an election under this subsection (b) during the first six months of the respective terms of the election and the Option to which it is related. An election shall not be transferable other than by will or by the laws of descent and distribution and shall be exercisable during the optionee's lifetime only by the optionee or, if legally incapacitated, by the optionee's duly appointed guardian or representative. (c) Change of Control. For the purposes hereof, a 'Change of Control' of the Company shall be deemed to have occurred if: -9- (i) any 'person' (as such term is used in Sections 13(d) and 14(d) of the Exchange Act other than the Company and other than Phoenix Mutual Life Insurance Company or an affiliate thereof, becomes the 'beneficial owner' (as determined for purposes of Regulation 13-D under the Exchange Act as currently in effect), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; or (ii) the stockholders of the Company approve (A) any merger or consolidation of the Company with any other corporation, other than a merger of consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding immediately thereafter securities representing more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (B) any sale or other disposition (in one transaction or a series of related transactions) of all or substantially all, of the assets of the Company; or (iii) the stockholders of the Company approve a plan or proposal for the liquidation or dissolution of the Company; or (iv) during any period of two consecutive years (not including any period prior to August 17, 1989), individuals who at the beginning of such period constitute the entire Board of Directors of the Company and any new director, whose election to the Board or nomination for election to the Board by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board. 3.3 Non-Alienation of Benefits. Except as herein specifically provided, no Option or right or interest under the Plan shall be subject to transfer, assignment, pledge, charge or other alienation, whether voluntary or involuntary, and any attempt to transfer, assign, pledge, charge or otherwise alienate the same shall be null and void and of no effect. If any Participant or other person entitled to benefits hereunder should attempt to assign, pledge, charge or otherwise alienate any right or interest hereunder, then such benefits shall, in the discretion of the Committee, cease. 3.4 Administration Expenses. The Company shall bear the entire expense of administering the Plan. 3.5 Amendment. The Board or the Committee may, from time to time, amend, suspend or terminate any or all of the provisions of the Plan; provided, however, without an optionee's approval, no change may be made which would prevent an Incentive Stock Option granted under the Plan from qualifying as an Incentive Stock Option under Section 422A of the Code, result in a "modification" of the Incentive Stock Option under Section 425(h) of the Code or otherwise adversely alter or impair any right granted to any Participant prior to such action; and further, provided, without the consent and approval of the holders of a majority of the outstanding Shares of the Company, neither the Board nor the Committee may make any amendment which (i) changes the class of persons eligible for Options; (ii) increases (expect as provided under Section 3.1 above) the total number of Shares as to which Options may be granted under the Plan; (iii) -10- decreases the minimum Option prices stated in Section 2.2 hereof (other than to change the manner of determining Fair Market Value to conform to any then applicable provision of the Code or regulation thereunder); or (iv) extends the expiration date of the Plan or the limit on the maximum term of Options. Subject to the terms of the Plan, the Committee may modify, extend or renew outstanding Options in any manner, including without limitation, to change the date or dates as of which an Option becomes exercisable, or accept the exchange of outstanding Options (to the extent theretofore exercised) for the granting of new Options in substitution therefor. However, the Committee shall not modify any rights or obligations under any outstanding Option without the consent of the optionee. 3.6 Continuation of Employment. Participation in the Plan will not confer upon any employee any right to continue in the employ of the Company or an Affiliate or limit, in any way, the right of the Company or any Affiliate to terminate a Participant's employment with the Company or Affiliate, at any time. Nothing contained in the Plan shall prohibit the Company or any Subsidiary or Affiliate from establishing other additional incentive compensation arrangements for employees of the Company or such Affiliate. 3.7 Compliance with Applicable Law. Notwithstanding any other provision of the Plan, the Company shall not be under any obligation to distribute any Shares, unless the Committee had determined that it may do so without violation of the applicable federal or state laws pertaining to the issuance of securities, and the Company may require any certificates evidencing such Shares to bear a legend, may give its transfer agent instructions, and may take such other steps, as in its judgment are reasonably required to prevent any such violation. No shares shall be issued under the Plan unless the optionee first enters into an agreement with the Company providing for compliance by the optionee with all such applicable laws. 3.8 Status of Optionees. An optionee shall not be, nor have any of the rights or privileges of, a holder of Shares purchasable upon the exercise of an Option unless and until certificates representing such shares have been issued to such optionee. 3.9 Effective Dates. This Plan was adopted by the Board of Directors of PXRE Corporation on March 10, 1988, and approved by its shareholders on May 25, 1988. The Plan was effective on March 10, 1988, and has terminated with respect to future grants on March 9, 1998.(4) - -------- (4) See Footnote 1. -11- EX-24 3 EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them singly, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, acting in the name and on behalf of the undersigned, to sign the Registration Statement on Form S-4 of the Company and any and all amendments, including post-effective amendments, and supplements (if any) thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. The undersigned does hereby grant unto such attorneys-in-fact and agents (and any of them) full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents (and any of them), or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 1999. /s/ F. Sedgwick Browne ----------------------------------- F. Sedgwick Browne POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them singly, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, acting in the name and on behalf of the undersigned, to sign the Registration Statement on Form S-4 of the Company and any and all amendments, including post-effective amendments, and supplements (if any) thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. The undersigned does hereby grant unto such attorneys-in-fact and agents (and any of them) full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents (and any of them), or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 1999. /s/ Franklin D. Haftl ------------------------------ Franklin D. Haftl POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them singly, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, acting in the name and on behalf of the undersigned, to sign the Registration Statement on Form S-4 of the Company and any and all amendments, including post-effective amendments, and supplements (if any) thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. The undersigned does hereby grant unto such attorneys-in-fact and agents (and any of them) full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents (and any of them), or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 1999. /s/ Bernard Kelly ------------------------- Bernard Kelly POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them singly, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, acting in the name and on behalf of the undersigned, to sign the Registration Statement on Form S-4 of the Company and any and all amendments, including post-effective amendments, and supplements (if any) thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. The undersigned does hereby grant unto such attorneys-in-fact and agents (and any of them) full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents (and any of them), or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 1999. /s/ Wendy Luscombe -------------------------------- Wendy Luscombe POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them singly, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, acting in the name and on behalf of the undersigned, to sign the Registration Statement on Form S-4 of the Company and any and all amendments, including post-effective amendments, and supplements (if any) thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. The undersigned does hereby grant unto such attorneys-in-fact and agents (and any of them) full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents (and any of them), or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 1999. /s/ Philip R. McLoughlin -------------------------------- Philip R. McLoughlin POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them singly, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, acting in the name and on behalf of the undersigned, to sign the Registration Statement on Form S-4 of the Company and any and all amendments, including post-effective amendments, and supplements (if any) thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. The undersigned does hereby grant unto such attorneys-in-fact and agents (and any of them) full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents (and any of them), or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 1999. /s/ David W. Searfoss ---------------------------------- David W. Searfoss POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes and appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of them singly, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, acting in the name and on behalf of the undersigned, to sign the Registration Statement on Form S-4 of the Company and any and all amendments, including post-effective amendments, and supplements (if any) thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. The undersigned does hereby grant unto such attorneys-in-fact and agents (and any of them) full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents (and any of them), or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 1999. /s/ Wilson Wilde ---------------------- Wilson Wilde -----END PRIVACY-ENHANCED MESSAGE-----