PXRE Group Ltd.
NON-EMPLOYEE DIRECTOR DEFERRED STOCK PLAN
(As Amended and Restated)
Section 1. Establishment of Plan
There is hereby established a plan whereby Directors of the Company can
share in the long-term growth of the Company by acquiring an ownership interest
in the Company (the "Plan"). The Plan is effective as of August 23, 1990 (the
"Effective Date").
Section 2. Definitions
When used in this Plan, the following terms shall have the definitions
set forth in this section:
2.1 "Board of Directors" shall mean the Board of Directors of
Phoenix Re Corporation.
2.2 "Company" shall mean Phoenix Re Corporation.
2.3 "Director" shall mean a member of the Board of Directors
who has never been a full-time employee of the Company(1) during any
portion of time when he/she is a member of the Board of Directors.
2.4 "shares of stock" or "shares" shall mean shares of the
common stock, par value $0.01 per share, of the Company.
Section 3. Deferred Stock Grant
3.1 Each person who is a Director on the Effective Date of the Plan
and, upon election, each person who is newly elected a Director thereafter, is
hereby granted the right to receive 2,000 shares of stock on the date or dates
set forth in Section 1 hereof, except that no shares shall be granted with
respect to a full-time employee of Phoenix Mutual Life Insurance Company
("Phoenix Mutual") who was not a Director on the Effective Date of the Plan.(2)
3.2 The number of shares granted or to be granted to Directors
hereunder shall be adjusted automatically for any stock split, stock dividend,
recapitalization, corporate reorganization or similar event so that the number
of shares subject to a grant following such event is proportionate to the number
of shares subject to the grant before such action.
3.3 A Director shall have no rights as a stockholder of the Company
with respect to any of the shares until the shares are delivered to the Director
pursuant to Section 4 hereof; and prior to the receipt of shares, a Director's
interest under the Plan is that of an unsecured general creditor of the Company.
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(1) Amended effective August 23, 1990 to delete the phrase "or of Phoenix
Mutual Life Insurance Company."
(2) Amended effective August 23, 1990, to add the exception regarding directors
who are employees of Phoenix Mutual.
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3.4 The right of a Director to receive shares under the Plan may not be
assigned, pledged or transferred except in the event of a Director's death by
will or applicable laws of descent and distribution.
Section 4. Delivery of Shares
4.1 (a) Unless a Director has made an election described in subsection
(b), the shares granted under the Plan shall be delivered to a Director and
transferred on the books of the Company on the first business day of the month
immediately following his/her termination as a Director (the "Delivery Date").
(b) At the election of a Director, his/her shares shall be delivered
to him/her on the date five years after the Delivery Date or in five annual
installments (as equal in number of shares as practical) with the first
installment being made on the Delivery Date. The aforesaid election may be made
by a person who is a Director on the Effective Date only within thirty days
after the Effective Date of the Plan, and by a person elected a Director
thereafter only prior to his/her election to the Board of Directors. The
election, to be effective, must be made in writing and timely filed with the
Secretary of the Company. Such election shall be irrevocable.
(c) Upon the request of a Director who has filed an election under
subsection (b) above, the Board of Directors may, in its sole discretion,
deliver to the Director all shares the Director is entitled to receive at any
time on or after the Delivery Date upon concluding that such delivery is needed
to assist the Director in dealing with an unforeseen financial hardship.
(d) In the event of a "Change in Control", as that term is defined in
the Company's 1988 Stock Option Plan, as amended (or in any successor to such
Plan), any shares subject to an election under subsection (b) above shall be
delivered to the Directors in a single transfer within 10 days of such Change in
Control.
(e) Notwithstanding subsection (a), in the case of a Director who is a
full-time employee of Phoenix Mutual, the shares allocable to the directorship
held by such person under Section 3.1 shall be delivered on August 24, 1993.(3)
4.2 In the event of the death of a Director prior to receipt of the
shares earned pursuant to the grant, the shares shall be delivered to the
beneficiary designated by the Director in a written designation filed with the
Secretary of the Company or, in the absence of such designation, to the
Director's estate.
4.3 Shares transferable pursuant to this Plan may be treasury shares or
authorized but unissued shares.
Section 5. Dividend Equivalents
5.1 On each date on which dividends are paid to stockholders with
respect to the shares of the Company, each Director will be paid an amount in
cash equal to the dividend per share for the applicable payment date times the
number of shares the Director has a right to receive which have not yet been
delivered (the "Dividend Equivalent").
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(3) Added, effective August 23, 1990.
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Section 6. Administration
The Plan shall be administered by the Board of Directors which shall
have the authority to adopt rules and regulations for carrying out the Plan and
shall interpret and implement the Plan.
Section 7. Amendment and Termination
The Plan may be amended or terminated at any time by the Board of
Directors of the Company; provided, however, that no amendment or termination
shall reduce the number of shares granted under the Plan to Directors prior to
any such amendment or termination.
Adopted by the Board of Directors August 23, 1990; Amended by the Board
March 19, 1991.
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NON EMPLOYEE DIRECTOR DEFERRED STOCK PLAN
Stock Election Form
Pursuant to Section 4 of the Non-Employee Director Deferred Stock Plan,
I hereby irrevocably elect to receive 2,000 shares of Phoenix Re Corporation
stock as follows:
[ ] On the first business day of the month immediately following my
termination as a Director of the Company ("the Delivery Date").
[ ] Five years after the Delivery Date.
[ ] In five annual installments of 400 shares each commencing on the
Delivery Date.
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Signature
RECEIVED
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Secretary
PXRE Group Ltd.
Date:
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NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
Beneficiary Designation Form
Pursuant to Section 4.2 of the Non-Employee Director Stock Plan, I
hereby elect to have my shares payable to me under the Plan at my death
delivered to:
1. My primary beneficiary/beneficiaries are:
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2. If the person(s) named above is/are not living at my death, my
secondary beneficiary/beneficiaries are:
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I understand that if I designate no one or if the person or persons
designated above are not living at my death, the shares will be paid to my
estate.
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Signature
RECEIVED
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Secretary
PXRE Group Ltd.
Date:
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