EX-10 5 0005.txt EXHIBIT 10.9 ADDENDUM N0. 4 TO THE PXRE GROUP AMENDED AND RESTATED AGREEMENT CONCERNING FILING OF CONSOLIDATED FEDERAL INCOME TAX RETURNS BETWEEN PXRE CORPORATION ("PXRE") AND TRANSNATIONAL INSURANCE COMPANY ("Transnational") WHEREAS, Transnational has been a wholly-owned subsidiary of PXRE Reinsurance Company ("Reinsurance"), and Reinsurance has been a wholly-owned subsidiary of PXRE; WHEREAS, Transnational has been a member of the PXRE group of corporations filing consolidated federal income tax returns (the "PXRE Group") and, by Addendum No. 3 dated as of December 11, 1996, has been a participant in the Amended and Restated Agreement dated as of August 23,1993 between PXRE and Reinsurance establishing the terms pursuant to which the PXRE Group files its consolidated federal income tax returns; WHEREAS, pursuant to the Stock Purchase Agreement dated October 4, 2000 (the "SPA") between Reinsurance and United States Fire Insurance Company, a New York corporation ("U.S. Fire"), Reinsurance agreed to sell, and U.S. Fire agreed to purchase, all of the outstanding shares of common stock of Transnational; and WHEREAS, upon the effective date of the sale of Transnational contemplated by the SPA (the "Closing Date"), Transnational will no longer be a member of the PXRE Group. NOW, THEREFORE, it is hereby agreed that: 1. with respect to the taxable year of Transnational that ends on the Closing Date, Transnational shall continue to be a participant in the PXRE Group Amended and Restated Agreement Concerning the Filing of Federal Income Tax Returns dated as of August 23, 1993 to which this Addendum is annexed; and 2. with respect to the taxable years of Transnational that begin after the Closing Date, Transnational shall no longer be a participant in the PXRE Group Amended and Restated Ageement Concerning the Filing of Federal Income Tax Returns dated as of August 23, 1993 to which this Addendum is annexed. PXRE CORPORATION By: Gordon Forsyth, III ----------------------------- Name: Gordon Forsyth, III Title: Executive Vice President TRANSNATIONAL INSURANCE COMPANY By James F. Dore ----------------------------- Name: James F. Dore Title: Chief Financial Officer and Executive Vice President