-----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, BzTAiNItYYX0k6+XpKfaNjLiYG9YHXtjqWxr9dUioqsJEX8n2eRguPJ3KRfrPCGc chi7MYuQvBz6jklqI8tnYA== 0001169232-03-003340.txt : 20030430 0001169232-03-003340.hdr.sgml : 20030430 20030430164927 ACCESSION NUMBER: 0001169232-03-003340 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRENWICK GROUP LTD CENTRAL INDEX KEY: 0001122211 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980232340 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16089 FILM NUMBER: 03673580 BUSINESS ADDRESS: STREET 1: LOM BLDG STREET 2: 27 REID STREET CITY: HAMILTON, BERMUDA STATE: D0 ZIP: HM 11 MAIL ADDRESS: STREET 1: 27 REID STREET LOM BLDG STREET 2: HAMILTON HM 11 BERMUNDA 10-K/A 1 d55431_10-ka.txt ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A NO. 1 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002. OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ______________ to ______________. Commission file number 1-16089 TRENWICK GROUP LTD. (Exact name of registrant as specified in its charter) Bermuda 98-0232340 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) LOM Building, 27 Reid Street, Hamilton HM11 Bermuda (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 441-292-4985 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Shares, par value Over-The-Counter Bulletin Board (OTC) $.10 per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes |_| No |X| The aggregate market value on April 15, 2003 of the voting stock held by non-affiliates of the registrant was $3,600,499. The number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: Class Outstanding at April 15, 2003 ----- ----------------------------- Common Shares, $.10 par value 36,786,842 Form 10-K/A No. 1 The undersigned registrant hereby amends the following items of the Annual Report on Form 10-K for the fiscal year ended December 31, 2002 to include the Part III information set forth herein and to file exhibit 10.78. PART III Item 10. Directors and Executive Officers. The executive officers and directors of Trenwick Group Ltd. ("Trenwick"), and their ages as of April 15, 2003, are as follows:
Name Age Position(s) - ---- --- ----------- W. Marston Becker......................... 50 Acting Chairman of the Board and Acting Chief Executive Officer Alan L. Hunte............................. 53 Executive Vice President & Chief Financial Officer Anthony S. Brown.......................... 60 Director Robert M. DeMichele....................... 58 Director Clement S. Dwyer, Jr...................... 54 Director Joseph D. Sargent......................... 73 Director Stephen R. Wilcox......................... 69 Director
W. Marston Becker, 50, has served as acting Chairman of the Board and acting Chief Executive Officer of Trenwick since August 2002, and as a director of Trenwick since August 2000. Mr. Becker is Chairman of the Compensation Committee and a member of the Executive Committee. Mr. Becker was a director of Trenwick Group Inc. from 1997 until the Trenwick Group Inc./LaSalle Re Holdings Limited business combination in September 2000. He has been Chairman of Hales & Company, an investment company, since June 2000. He was President - Specialty Insurance of Royal & SunAlliance USA, Inc., an insurance holding company, from its acquisition of Orion Capital Corporation in November 1999 until May 2000 and a director of Royal & Sun Alliance USA, Inc. from November 1999 until December 2000. From January 1997 to November 1999, he was Chairman of the Board and Chief Executive Officer of Orion Capital Corporation, an insurance holding company. He was previously Vice Chairman of the Board (March 1996 to December 1996) and Senior Vice President (July 1994 to March 1996) of Orion Capital Corporation and served as President and Chief Executive Officer of the DPIC Companies (subsidiaries of Orion Capital Corporation) from July 1994 to June 1996 and as President and Chief Executive Officer of McDonough Caperton Insurance Group, an insurance brokerage firm, from March 1987 to July 1994. Alan L. Hunte, 53, has served as the Chief Financial Officer since March 2002 and Executive Vice President of Trenwick since 1999. Before that, Mr. Hunte served as Chief Financial Officer of Trenwick Group Inc. from 1993 through 1999, Treasurer from 1987 through 1 1993 and Vice President from 1984 through 1987. He has been a director and Treasurer of Trenwick America Re since 1988 and also Executive Vice President and Chief Financial Officer of Trenwick America Re since 1993. Mr. Hunte is a Chartered Accountant, having served as audit manager for a public accounting firm prior to joining the Company in 1981. Anthony S. Brown, 60, has been a director of Trenwick since August 2000. Mr. Brown is Chairman of the Board Affairs Committee and a member of the Audit Committee. Mr. Brown was a director of Trenwick Group Inc. from 1990 until the Trenwick Group Inc./LaSalle Re Holdings Limited business combination in September 2000. He is a Professor at the Terry Sanford Institute of Public Policy at Duke University and was Director of Equity Administration of The First Boston Corporation, an investment banking firm, between 1991 and 1993. Prior to 1991, Mr. Brown was Vice President, External Affairs, of the University of Connecticut and was formerly Chairman and Chief Executive Officer of Covenant Insurance Company, with which he was associated from 1968 to 1989. Robert M. DeMichele, 58, has been a director of Trenwick since August 2000. Mr. DeMichele is Chairman of the Investment Committee and a member of the Compensation Committee. Mr. DeMichele was a director of Trenwick Group Inc. from the Trenwick Group Inc./Chartwell Re Corporation merger in October 1999 until the Trenwick Group Inc./LaSalle Re Holdings Limited business combination in September 2000. From December 1995 until the Trenwick/Chartwell merger, Mr. DeMichele was a director of Chartwell Re Corporation. Mr. DeMichele has been President and Chief Executive Officer of Strategy Asset Managers LLC, an investment advisor, since March 2001. From 1982 until November 2000 he was a director, Chief Executive Officer and President of Lexington Global Asset Management. Mr. DeMichele also serves as a director of The Navigators Group, Inc., an insurance holding company. Clement S. Dwyer, Jr., 54, has served as a director of Trenwick since August 2000. Mr. Dwyer is a member of the Executive Committee and the Compensation Committee. Mr. Dwyer was a director of LaSalle Re Holdings Limited and LaSalle Re Limited from February 1998 until the Trenwick Group Inc./LaSalle Re Holdings Limited business combination in September 2000. He has 30 years of experience in the insurance industry, concentrating primarily in worldwide property casualty business and the financing of insurance enterprises. Since 1997, Mr. Dwyer has been Managing Member of URSA Advisors, L.L.C., which provides advisory and capital-raising services to insurance and reinsurance companies. From May to December 1996, he was President and Chief Executive Officer of Signet Star Holdings, Inc., the holding company for the reinsurance subsidiaries of W.R. Berkeley Corp. From 1992 to 1996, he was Executive Vice President and Director of Guy Carpenter & Company, Inc., a reinsurance broker and a subsidiary of Marsh & McLennan Companies Inc., by which he had been employed in various executive capacities since 1970. Joseph D. Sargent, 73, has been a director of Trenwick since August 2000. Mr. Sargent is a member of the Executive Committee and the Compensation Committee. Mr. Sargent was a director of Trenwick Group Inc. and its predecessor since 1978. He has been Chairman and a Principal of Bradley, Foster & Sargent, an investment advisory firm, since 1994. Mr. Sargent is a member of the Board of Directors of Beazley Group plc. Stephen R. Wilcox, 69, has been a director of Trenwick since August 2000. Mr. Wilcox is Chairman of the Audit Committee and a member of the Board Affairs Committee. Mr. Wilcox was a director of Trenwick Group Inc. and its predecessor from 1978 until the Trenwick Group Inc./LaSalle Re Holdings Limited business combination in September 2000. Since 1998, Mr. Wilcox has been President and Chief Executive Officer of Kelton International Inc., a securities broker-dealer. He has been President of The Wilcox Group, Inc., a financial and consulting firm, since 1998. He was a Senior Consultant of Hyperion Capital Management, an 2 investment advisory firm, from 1995 to 1998 and a Partner and Senior Vice President of Conning & Company, an insurance industry research, financial and consulting firm, with which he was associated from 1958 to 1988. The following former executive officers and directors of Trenwick served during the last completed fiscal year: Name Position Date of Termination - ---- -------- of Service ---------- James F. Billett, Jr. Chairman of the Board & January 2003 Chief Executive Officer Steven J. Bensinger Executive Vice President January 2002 Paul Feldsher Executive Vice President & January 2003 Chief Underwriting Officer Robert A. Giambo Executive Vice President & February 2003 Chief Actuary John V. Del Col General Counsel January 2003 Coleman D. Ross Executive Vice President & March 2002 Chief Financial Officer Richard E. Cole Director May 2002 Robert V. Deutsch Director November 2002 Neil Dunn Director May 2002 Frank E. Grzelecki Director February 2002 P. Anthony Jacobs Director May 2002 Frederick D. Watkins Director May 2002 Section 16(A) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires Trenwick's executive officers and directors, and persons who own more than ten percent of a registered class of Trenwick's common shares, to file reports of ownership and changes in ownership with the SEC. Based on Trenwick's review of all insiders' filings received, and written representations from reporting persons, Trenwick believes there were no Section 16(a) violations for Trenwick for the year ended December 31, 2002. 3 Item 11. Executive Compensation. The following table sets forth information concerning total compensation paid to Trenwick's current Chief Executive Officer during fiscal 2002 and the four other most highly paid executive officers of Trenwick who served in such capacities as of December 31, 2002 for services rendered to Trenwick during each of the last three fiscal years, if applicable. The table also sets forth information concerning the compensation of James F. Billett, Jr., the former Chief Executive Officer of Trenwick, who under the Securities and Exchange Commission ("SEC") rules is required to be included in this table. The individuals listed in the following table are referred to herein as the "named executive officers." Summary Compensation Table
Long-Term Compensation Annual Compensation Awards -------------------------------------- ---------------------- Restricted Other Annual Share Securities All Other Name & Principal Compensation Awards($) Underlying Compensation Position Year Salary ($) Bonus ($) ($)(1) (2) Options ($)(3) - -------------------------- ---- ---------- --------- ------------ ---------- ---------- ------------ W. Marston Becker 2002 225,000(4) -- -- -- -- -- Acting Chief Executive Officer James F. Billett, Jr 2002 741,269 150,000 95,364 -- -- 113,215 Chairman, 2001 811,964 -- 86,806 361,248 550,880 160,294 President & Chief 2000 574,233 315,000 90,560 352,495 81,346 140,336 Executive Officer Alan L. Hunte 2002 319,250 375,000 -- -- 67,612 38,993 Executive Vice President & Chief Financial Officer Paul Feldsher 2002 295,212 -- -- -- 70,612 38,989 Executive Vice 2001 272,966 -- -- 131,996 18,592 40,412 President & Chief 2000 262,121 250,000 -- 128,505 29,654 37,742 Underwriting Officer Robert A. Giambo 2002 295,212 -- -- -- 66,929 38,996 Executive Vice 2001 272,960 -- -- 131,996 18,592 40,426 President 2000 262,121 225,000 -- 128,505 29,654 37,753 & Chief Actuary John V. Del Col 2002 288,462 400,000 -- -- 24,183 35,453 General Counsel 2001 233,269 75,000 -- 106,224 15,610 33,982 2000 203,654 175,000 -- 99,996 23,077 23,800
(1) Consists of perquisites and other personal benefits provided by Trenwick for the indicated calendar years in which the amounts exceeded the lesser of $50,000 or ten percent of the named executive officer's combined salary and bonus for the year. Includes $46,110 for 2002, $43,653 for 2001 and $43,775 for 2000 for supplemental whole life and health benefits and $36,921 for 2002, $34,022 for 2001 and $39,968 for 2000 for automobile expenses. (2) The restricted shares vest in equal annual installments over five years from the date of award. Dividends are paid on restricted shares at the same rate as paid to all shareholders 4 and, as permitted, those amounts have not been included in this table. The aggregate total of unvested restricted share holdings of each of the named executives as of December 31, 2002, at the then-applicable market price per share of $0.72, were as follows: Name Unvested Restricted Shares (#) Value ($) - ---- ------------------------------ --------- W. Marston Becker 0 0 James F. Billett, Jr. 29,837 $21,483 Alan L. Hunte 10,889 $ 7,840 Paul Feldsher 10,889 $ 7,840 Robert A. Giambo 10,889 $ 7,840 John V. Del Col 8,584 $ 6,180 (3) This column shows contributions by Trenwick under various defined contribution plans. The following table details the amounts contributed by Trenwick by defined contribution plan and named executive.
Supplemental Executive 401(k) Pension Retirement Plan Supplemental Executive Name Year Savings Plans Plans Contribution Retirement Plan Interest - --------------------- ---- ------------- ----- ------------ ------------------------ James F. Billett, Jr. 2002 11,000 16,000 42,000 44,215 2001 10,200 13,600 59,485 77,009 2000 10,200 13,600 57,539 58,997 Paul Feldsher 2002 11,000 16,000 7,693 4,296 2001 10,200 13,600 9,720 6,892 2000 10,200 13,600 8,960 4,982 Robert A. Giambo 2002 11,000 16,000 7,693 4,303 2001 10,200 13,600 9,720 6,906 2000 10,200 13,600 8,960 4,993 Alan L. Hunte 2002 11,000 16,000 7,693 4,300 John V. Del Col 2002 11,000 16,000 7,693 760 2001 10,200 13,600 9,720 462 2000 10,200 13,600 -- --
(4) Amount represents fees paid or payable by Trenwick pursuant to an agreement between Trenwick and W. Marston Becker for his services rendered to Trenwick. Such amount does not include reimbursement of business expenses incurred by Mr. Becker in connection with the performance of his services to Trenwick. For a description of the agreement, see "Employment Contracts and Arrangements" below. The following table sets forth information with respect to stock option grants to the named executive officers in 2002. The options granted during 2002 to the named executive officers pursuant to Trenwick's 1993 Employee Stock Option Plan, 1997 Omnibus Stock Incentive Plan or 1996 Long-term Incentive Plan become exercisable in five equal annual installments beginning one year from the date of grant, but become immediately exercisable in full in the event of a change in control of Trenwick. The exercise price of the options equals the fair market value of the common stock at the date of the grant. The options are subject to termination prior to their expiration date in the event of termination of employment. 5 Option Grants in Last Fiscal Year
Potential Realizable Value at Number of Percent of Assumed Annual Rates of Securities Total Options Stock Price Appreciation Underlying Granted to Exercise for Options Employees in Price Expiration Option Term ($) Name Granted (#) Fiscal Year (%) ($/Share) Date 5% 10% - --------------------- ----------- --------------- --------- ---------- --------------------------- W. Marston Becker 1,000 0.19% $8.40 5/15/2012 $ 5,283 $13,387 James F. Billett, Jr. 0 0 Alan L. Hunte 67,612 12.73% $0.89 12/16/2012 $37,844 $95,903 Paul Feldsher 70,612 13.30% $0.89 2/28/2003 $ 0 $ 0 Robert A. Giambo 66,929 12.61% $0.89 4/21/2003 $ 0 $ 0 John V. Del Col 24,183 4.55% $0.89 2/16/2003 $ 0 $ 0
There were no stock options exercised during 2002 by a named executive officer. The following table sets forth the number of unexercised options held by the named executive officers at December 31, 2002. Also included is the value of "in-the-money" options on December 31, 2002. In-the-money options are options with an exercise price of less than the fair market value of Trenwick's common shares. Aggregated Option/Exercises in Last Fiscal Year and Option Values at Fiscal Year End
Number of Securities Underlying Value of Unexercised Unexercised Options at In-the-Money Options at December 31, 2002 (#) December 31, 2002 ($)(1) ------------------------------- --------------------------- Name Exercisable Unexercisable Exercisable Unexercisable - --------------------- ----------- ------------- ----------- ------------- W. Marston Becker 6,250 1,000 0 0 James F. Billett, Jr. 288,265 217,105 0 0 Alan L. Hunte 0 67,612 0 0 Paul Feldsher 0 70,612 0 0 Robert A. Giambo 0 66,929 0 0 John V. Del Col 0 24,183 0 0
(1) Represents the difference between the closing price per Trenwick common share on December 31, 2002, of $0.72, and the exercise price of "in-the-money" options granted to each named executive officer. Directors' Compensation For the year ended December 31, 2002, each non-employee director chairing a Board committee received 6 an annual retainer of $30,000 and each other non-employee director received an annual retainer of $25,000. In addition, each non-employee director received a fee of $1,000 for each Board and committee meeting attended, plus reimbursement of all customary expenses incurred in connection with attendance at Board and committee meetings. During the year ended December 31, 2002, each non-employee director also received a quarterly grant of $6,250 in the form of common share equivalents under the non-employee director deferred compensation plan for the first 3 quarters of the year and cash in that amount for the last quarter of the year. Each committee chairman received a quarterly grant of $7,500 in common share equivalents for the first 3 quarters of the year and cash in that amount for the last quarter of the year. The grants were made on the last business day of each calendar quarter. The common share equivalents were credited to each non-employee director's account based on the Trenwick common share price on the last business day of the calendar quarter. The common share equivalent accounts increased or decreased in value based upon the performance of Trenwick common shares, including any dividends paid thereon. Under Trenwick's non-employee director deferred compensation plan, non-employee directors were entitled to elect to defer receipt of all or a portion of fees to be earned in the next succeeding year and have such fees accrue either (i) at the interest rate determined by the Compensation Committee or (ii) based upon the performance of Trenwick's common shares, including any dividends paid thereon. In December of 2002, Trenwick terminated the non-employee director deferred compensation plan and paid the non-employee directors the deferred amounts under the plan in the first quarter of 2003. Under the 2001 Equity Incentive Plan, each eligible director is granted an option for 1,000 common shares immediately following each Annual General Meeting. The options have a ten year term and an exercise price equal to the closing price for the Trenwick common shares on the date of grant. The options vest on the earlier of (a) the day before the next Annual General Meeting and (b) a change in control of Trenwick. Employment Contracts and Arrangements On August 26, 2002, Mr. Becker was elected to the position of Acting Chairman of the Board of Directors and Acting Chief Executive Officer pursuant to the terms of a letter agreement, entered into between Trenwick and Mr. Becker, dated August 26, 2002 and subsequently amended on March 25, 2003 (the "Becker Agreement"). Under the Becker Agreement, Mr. Becker is entitled to compensation from Trenwick for his services at a monthly rate of $50,000 through December 31, 2002 and $75,000, commencing January 1, 2003. In addition, under the Becker Agreement, Mr. Becker is entitled to a cash incentive bonus, in the aggregate amount of $600,000, payable in three installments of $200,000 on or before March 28, 2003 and on June 30 and December 31, 2003, provided his engagement has not been terminated prior to such date. In the event there is a "change in control" of Trenwick, the amount of cash incentive bonus not previously paid to Mr. Becker will become due and payable on the date of such change in control unless Mr. Becker's engagement has been terminated before such date. Trenwick has agreed under the Becker Agreement to indemnify Mr. Becker for claims, damages and liabilities resulting from his acts or omissions which are not found to be in bad faith or involve intentional misconduct or a knowing violation of law. The Becker Agreement may be terminated by mutual agreement between Trenwick and Mr. Becker or 30 days following delivery of written notice of termination of the agreement by either Trenwick or Mr. Becker. Mr. Becker is subject to customary confidentiality provisions under the Becker Agreement. 7 In August 2002, Mr. James F. Billett, Jr. began a medical leave from his employment with Trenwick. On January 28, 2003, Trenwick and Mr. Billett entered into an agreement (the "Employment Separation Agreement") pursuant to which Trenwick and Mr. Billett agreed that Mr. Billett's employment was terminated effective on such date. In addition, Mr. Billett and Trenwick entered into post-employment release and waiver agreements. Pursuant to the terms of the Employment Separation Agreement, on February 7, 2003 Mr. Billett was paid (i) a lump sum cash separation payment of $2,175,000 reduced by $19,250, the gross amount of salary paid to Mr. Billett for the period from January 1, 2003 through January 28, 2003, (ii) $1,500,000 representing the settlement of a commitment under Mr. Billett's employment agreement to contribute $2,500,000 into a rabbi trust for the benefit of Mr. Billett, (iii) $193,733 in substitution for the value of three years of accrual under Trenwick's qualified retirement plans and the Trenwick America Corporation Unfunded Supplemental Executive Retirement Plan ("SERP"), (iv) $1,084,569 representing the settlement of Mr. Billett's SERP account, (v) $30,000 representing three years of financial and tax planning and (vi) $22,182 in substitution for coverage under Trenwick's group life insurance policy. The foregoing payments to Mr. Billett were offset against and reduced by $1,480,404, as repayment of the principal and accrued and unpaid interest through December 31, 2002 under the promissory note dated May 11, 2001. Trenwick also agreed to reimburse Mr. Billett for certain moving expenses (grossed up for any income taxes imposed on such amounts) and unreimbursed business expenses. Under the Employment Separation Agreement, Mr. Billett forfeited all outstanding unexercised options (whether vested or unvested) and all unvested restricted stock. Mr. Billett's participation under Trenwick's medical, dental and health insurance benefit plans ceased on January 28, 2003. Mr. Billett also agreed to a provision prohibiting the disclosure of any confidential information concerning Trenwick and a noncompetition clause which prohibits Mr. Billett from competing with Trenwick for two years. As is customary in the Bermuda marketplace, Trenwick's subsidiary LaSalle Re Limited ("LaSalle") has entered into employment contracts with certain of LaSalle's senior executives. The employment contracts generally provide for the payment of the executive's base salary for one to two years after the termination of the executive's employment with LaSalle without cause or by the executive as a result of a constructive discharge. In addition, the employment contracts generally provide for the provision of certain employee benefits following termination. The executives are required to comply with customary confidentiality and non-disparagement provisions and are subject to non-competition clauses for one to two years after their employment with LaSalle. In accordance with practices in the United Kingdom marketplace, Trenwick's subsidiaries Trenwick International Limited and Trenwick Managing Agents Limited have entered into employment arrangements with their senior executives providing that each of the employer and the employee must provide notice prior to termination of employment. Change in Control Arrangements Trenwick had entered into change in control agreements with each of its senior executives. Alan Hunte is the only remaining senior executive with such agreement, and the agreements with the other senior executives terminated when such senior executive's employment with Trenwick terminated. Mr. Hunte's change in control agreement provides that if, during a two year period following a change in control of Trenwick, Trenwick terminates Mr. 8 Hunte's employment without cause or disability, or Mr. Hunte terminates his employment for good reason, Mr. Hunte is entitled to the following: o two years' base salary; o a bonus in the year of termination; and o medical benefits and perquisites for two years. Mr. Hunte is subject to confidentiality and non-disparagement provisions and is subject to non-competition clauses for up to two years after his employment with Trenwick. Compensation Committee Interlocks and Insider Participation The current members of the Compensation Committee of the Board are Messrs. DeMichele, Dwyer and Sargent. No executive officer of Trenwick has served as a member of the compensation committee of any other entity whose executive officers served as a member of the Compensation Committee of the Board. In connection with the Trenwick Group Inc./Chartwell Re Corporation merger, Trenwick assumed Chartwell Re Corporation's rights and obligations under a registration rights agreement entered into in December 1995 by Chartwell Re Corporation, certain members of the Richardson family and certain of Chartwell Re Corporation's other stockholders. Pursuant to the registration rights agreement, upon the request of shareholders holding at least 330,000 of Trenwick's common shares or any security convertible into 330,000 Trenwick common shares, Trenwick must, subject to certain limited exceptions, use its best efforts to register such shares under the Securities Act of 1933, as amended. Trenwick is not obligated to effect more than one registration in any nine-month period or more than four during the term of the registration rights agreement. The Richardson family has the right to initiate two of the four registrations effected pursuant to the registration rights agreement. Trenwick must pay all registration expenses in connection with the four registrations except underwriting discounts and commissions and transfer taxes. If the registration is in the form of an underwritten offering, the shareholders holding a majority of the Trenwick common shares being registered pursuant to the registration may select the underwriters, subject to Trenwick's approval. Parties to the registration rights agreement have "piggyback" rights to register Trenwick common shares in connection with registration of equity securities by Trenwick. These rights are subject to limitation if the registration involves an underwritten offering and the managing underwriter determines that, in its good faith view, the inclusion of all or any portion of such additional securities in the registration would have a material adverse effect on the offering. Mr. DeMichele was originally designated by the Richardson family as its representative on the Board of Directors of Trenwick Group Inc. and currently acts as a financial advisor for certain members of the Richardson family. 9 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Securities Authorized For Issuance Under Equity Compensation Plans
(c) Number of securities (a) remaining available for Number of securities to be (b) future issuance under issued upon exercise of Weighted-average equity compensation outstanding options, exercise price of plans warrants outstanding options, (excluding securities Plan category and rights warrants and rights reflected in column(a)) - --------------------------------------- -------------------------- -------------------- ----------------------- Equity compensation plans approved by security holders ................ 1,847,429 $18.95 1,748,815 Equity compensation plans not approved by security holders ....... -- -- -- --------- ------ --------- Total ................................. 1,847,429 $18.95 1,748,815 ========= ====== =========
Security Ownership The following table sets forth certain information regarding beneficial ownership of Trenwick's Common Stock as of April 15, 2003 (unless otherwise noted) by (i) each person who is known by the company to own beneficially more than 5% of the Common Stock; and (ii) each of Trenwick's directors and named executive officers and all directors and executive officers of Trenwick as a group.
Amount and Nature of Name and Address of Beneficial Owner Beneficial Ownership (1) Percent of Class (2) - ------------------------------------------- ------------------------ -------------------- CNA Financial Corporation CNA Plaza Chicago, IL 60685 ......................... 3,707,400(3) 10.08% Neil Gagnon 1370 Avenue of the Americas, Suite 2002 New York, NY 10019 ........................ 2,665,976(4) 7.25% W. Marston Becker ......................... 35,250(5) * James F. Billett, Jr ...................... 160,160 * Alan L. Hunte ............................. 131,291 * Paul Feldsher ............................. 57,062(6) * Robert A. Giambo .......................... 41,335 * John V. Del Col ........................... 13,331 * Anthony S. Brown .......................... 65,575(7) * Robert M. DeMichele ....................... 24,003(8) * Clement S. Dwyer, Jr ...................... 19,689(9) * Joseph D. Sargent ......................... 113,625(7)(10) * Stephen R. Wilcox ......................... 10,250(7) * All directors and officers as a group (11 persons) .............................. 603,959 1.64%
10 * Indicates beneficial ownership of less than 1.0% of the outstanding Common Stock. (1) Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to securities. Shares of Common Stock issuable upon the exercise of stock options exercisable within 60 days of the date hereof are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person's percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Except for shares held jointly with a person's spouse or subject to applicable community property laws, or indicated in the footnotes to this table, each stockholder identified in the table possesses the sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by such stockholder. (2) Applicable percentage of ownership is based on 36,786,842 shares of Common Stock outstanding as of April 15, 2003. (3) Based upon information contained in the Schedule 13G filed with the SEC on February 14, 2001 with respect to Trenwick Group Ltd. According to information provided in CNA Financial Corporation's definitive proxy statement filed with the SEC on April 8, 2003, Loews Corporation owned approximately 90% of the outstanding voting securities of CNA Financial Corporation as of February 28, 2003. (4) Based upon information contained in Schedule 13G, dated February 4, 2003, filed with the SEC. The Schedule 13G states that as of December 31, 2002, Neil Gagnon beneficially owned 2,665,976 shares of Common Stock of Trenwick Group Ltd., which amount includes (i) 963,339 shares beneficially owned by Mr. Gagnon over which he has voting and dispositive power; (ii) 47,105 shares beneficially owned by Mr. Gagnon over which he has voting but not dispositive power; (iii) 430,090 shares beneficially owned by Lois Gagnon, Mr. Gagnon's wife; (iv) 116,940 shares held by the Lois E. and Neil E. Gagnon Foundation (the "Foundation"), of which Mr. Gagnon is a trustee; (v) 59,320 shares held by the Gagnon Family Limited Partnership (the "Partnership") of which Mr. Gagnon is a partner; (vi) 72,655 shares held by the Gagnon Grandchildren Trust (the "Trust") over which Mr. Gagnon has dispositive but not voting power; (vii) 249,705 shares held by a hedge fund (of which Mr. Gagnon is the principal) over which Mr. Gagnon has dispositive and voting power; and (viii) 726,822 shares held for certain customers of Gagnon Securities LLC (of which Mr. Gagnon is the Managing Member and the principal owner) over which shares Mr. Gagnon has dispositive but not voting power. (5) Includes 7,250 shares subject to stock options that are vested and exercisable within 60 days of the date of this document. (6) Includes 375 shares owned by relatives or held in trust for them, as to which Mr. Feldsher disclaims beneficial ownership. (7) Includes 10,250 shares subject to stock options that are vested and exercisable within 60 days of the date of this document. (8) Includes 9,050 shares subject to stock options that are vested and exercisable within 60 days of the date of this document. 11 (9) Includes 5,000 shares subject to stock options that are vested and exercisable within 60 days of the date of this document. (10) Also includes 29,775 shares owned by relatives or held in trust for them, as to which Mr. Sargent disclaims beneficial ownership. Item 13. Certain Relationships and Related Transactions. Management Indebtedness With the approval of the Compensation Committee, Trenwick extended lines of credit in the principal amount of $2,250,000 to James F. Billett, Jr. and $400,000 to Alan L. Hunte. The lines of credit were payable upon demand and bore interest in 2001 on outstanding balances at the prime rate of interest until paid in full. Effective January 1, 2002, Trenwick and Messrs. Billett and Hunte agreed to amend the terms of the lines of credit. As amended, the lines of credit bear interest at the prime rate, which is currently 4.25%, and must be repaid in 5% increments on a quarterly basis over the five years. The largest aggregate amount of indebtedness outstanding under Mr. Billett's line of credit in 2002 was $1,480,404 as of December 31, 2002. The largest aggregate amount of indebtedness outstanding under Mr. Hunte's line of credit in 2002 was $409,513 (including accrued and unpaid interest) as of December 31, 2002. Mr. Billett's indebtedness was repaid in full in January 2003 under the terms of the Employment Separation Agreement as described above. The amount of Mr. Hunte's outstanding line of credit as of April 15, 2003 was $413,314 (including accrued and unpaid interest). The proceeds from loans made under the lines of credit have been used by Messrs. Billett and Hunte to fund earlier acquisitions of Trenwick's common shares. Registration Rights Agreement See Item 11- "Executive Compensation--Compensation Committee Interlocks and Insider Participation." Indemnification; Insurance Trenwick has agreed to indemnify its directors to the full extent permitted by Bermuda law, as it exists now and as it may be amended in the future to permit additional indemnification. Additionally, Trenwick has agreed to maintain directors' and officers' liability insurance coverage at least comparable to the coverage currently in place, unless such insurance is not reasonably available or if, in the Board of Directors' reasonable business judgment, either (i) the premium cost for such insurance is substantially disproportionate to the amount of insurance or (ii) the coverage is so limited by exclusions that there is insufficient benefit provided by such insurance. In the event Trenwick does not maintain such directors' and officers' liability insurance, it has agreed to indemnify the directors to the full extent of the coverage which would otherwise have been provided under such insurance. Trenwick has generally agreed to indemnify the former officers and directors of Chartwell Re Corporation in respect of acts or omissions occurring prior to the effective time of the Trenwick Group Inc./Chartwell Re Corporation merger (including, but not limited to, the transactions contemplated by the agreement pursuant to which the Trenwick Group Inc./Chartwell Re Corporation merger was effected) to the extent provided under Chartwell Re Corporation's certificate of incorporation and by-laws as in effect on the date of the merger agreement, in each case subject to any limitation imposed by applicable law. In addition, Trenwick agreed to maintain Chartwell Re Corporation's existing directors' and officers' liability 12 insurance for six years from the Trenwick Group Inc./Chartwell Re Corporation merger in October 1999, subject to certain limitations. Trenwick has also agreed to indemnify the present and former directors and officers of Trenwick Group Inc. and LaSalle Re Holdings Limited against liabilities arising out of the Trenwick Group Inc./LaSalle Re Holdings Limited business combination in September 2000. Subject to applicable Bermuda law and public policy, Trenwick will honor indemnification rights of the current and former directors and officers of Trenwick Group Inc., LaSalle Re Holdings Limited or any of their respective subsidiaries. In addition, Trenwick agreed to maintain, for all former and current directors and officers of Trenwick Group Inc., LaSalle Re Holdings Limited and their respective subsidiaries, the current directors' and officers' liability insurance, fiduciary liability insurance and indemnification policies maintained by Trenwick Group Inc. and LaSalle Re Holdings Limited for at least six years from the effective time of the Trenwick Group Inc./LaSalle Re Holdings Limited business combination. Reinsurance Transactions with CNA In the year ended December 31, 2002, Trenwick assumed premiums totaling approximately $1,165,000 from a ceding company related to CNA Financial Corporation. Absent CNA Financial Corporation's relationship with Trenwick and its predecessor company, LaSalle Re Holdings Limited, such transactions might not have taken place. The terms of these reinsurance transactions were negotiated between the parties and Trenwick believes that such terms were at market rates. Mr. Deutsch, a former director of Trenwick whose service on the Board terminated in May 2002, is the Executive Vice President and Chief Financial Officer of CNA Financial Corporation. PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) The following documents are filed as part of this report: 3. Exhibits 3.1 Memorandum of Association. Incorporated by reference to Exhibit 3.1 to Trenwick Group Limited's Registration Statement on Form S-4 (File No. 333-44290). 3.2 Bye-Laws. Incorporated by reference to Exhibit 3.3 to Trenwick Group Limited's Registration Statement on Form S-4 (File No. 333-44290). 3.3 Certificate of Incorporation of Gowin Holdings International Limited, dated December 14, 1999. Incorporated by reference to Exhibit 3.2(a) to Trenwick Group Limited's Registration Statement on Form S-4. (File No. 333-44290). 3.4 Certificate of Incorporation on Change of Name from Gowin Holdings International Limited to Trenwick Group Ltd., dated as of March 27, 2000. Incorporated by reference to Exhibit 3.2(b) to Trenwick Group Limited's Registration Statement on Form S-4 (File No. 333-44290). 13 4.1 Specimen Share Certificate. Incorporated by reference to Exhibit 4.2 to Trenwick Group Limited's Registration Statement on Form S-4. (File No. 333-44290). 4.2 Rights Agreement, dated as of September 27, 2000, between Trenwick Group Ltd. and First Chicago Trust Company of New York including, as Exhibit A thereto, a form of Rights Certificate. Incorporated by reference to Exhibit 4.2 to Trenwick Group Limited's Form 8-A filed October 2, 2000. (File No. 1-15389). 4.3 (a) Indenture dated as of January 31, 1997, between The Chase Manhattan Bank and Trenwick Group Inc. Incorporated by reference to Exhibit 4.2(a) to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 0-14737). (b) Amended and Restated Declaration of Trust of Trenwick Capital Trust I dated as of January 31, 1997. Incorporated by reference to Exhibit 4.2(b) to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 0-14737). (c) Exchange Capital Securities Guarantee Agreement dated as of July 25, 1997, between Trenwick Group Inc. and The Chase Manhattan Bank, as Trustee. Incorporated by reference to Exhibit 4.7 to Trenwick Group Inc.'s Registration Statement on Form S-4 (File No. 333-28707). 4.4 First Supplemental Indenture, dated as of September 27, 2000, among Trenwick Group Inc., Trenwick America Corporation and The Chase Manhattan Bank, as Trustee, with respect to the 8.82% Junior Subordinated Deferrable Interest Debentures. Incorporated by reference to Exhibit 4.2 to Trenwick America Corporation's Current Report on Form 8-K, filed on November 16, 2000 (File No. 0-31967). 4.5 Indenture dated as of March 27, 1998 between Trenwick Group Inc. and The First National Bank of Chicago, as Trustee, with respect to Trenwick Group Inc.'s $75 million principal amount of 6.7% Senior Notes due April 1, 2003. Incorporated by reference to Exhibit 4.2 to Trenwick Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (File No. 1-15389). 4.6 First Supplemental Indenture, dated as of September 27, 2000, among Trenwick Group Inc., Trenwick America Corporation, and Bank One Trust Company, N.A., as successor to First National Bank of Chicago, as Trustee, with respect to the $75 million principal amount of 6.7% Senior Notes due April 1, 2003. Incorporated by reference to Exhibit 4.4 to Trenwick America Corporation's Current Report on Form 8-K, filed on November 16, 2000 (File No. 0-31967). 4.7 Indenture, dated as of December 1, 1995, between Chartwell Re Corporation, as the successor to Piedmont Management Company Inc., and Fleet Bank, as Trustee, for the Contingent Interest Notes due June 30, 2006. Incorporated by reference to Exhibit 4.5 to Chartwell Re Corporation's Registration Statement on Form S-1 (File No. 333-678). 14 4.8 First Supplemental Indenture, dated as of December 13, 1995, among Piedmont Management Company, Chartwell Re Corporation and Fleet Bank, as Trustee under the Contingent Interest Notes due June 30, 2006. Incorporated by reference to Exhibit 4.6 to Chartwell Re Corporation's Registration Statement on Form S-1 (File No. 333-678). 4.9 Second Supplemental Indenture, dated as of October 27, 1999, among Chartwell Re Corporation, Trenwick Group Inc. and State Street Bank and Trust Company, as successor to Fleet Bank, as Trustee, with respect to the Contingent Interest Notes due June 30, 2006. Incorporated by reference to Exhibit 4.7 to Trenwick America Corporation's Current Report on Form 8-K, filed on November 16, 2000 (File No. 0-31967). 4.10 Third Supplemental Indenture, dated as of September 27, 2000, among Trenwick Group Inc., Trenwick America Corporation and State Street Bank and Trust Company, as successor to Fleet Bank, as Trustee under the contingent Interest Notes due June 30, 2006. Incorporated by reference to Exhibit 4.8 to Trenwick America Corporation's Current Report on Form 8-K, filed on November 16, 2000 (File No. 0-31967). 4.11 Certificate of Designation, Preferences and Rights of Series B Cumulative Convertible Perpetual Preferred Shares of Trenwick Group Ltd. Incorporated by reference to Exhibit 99.3 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on September 10, 2002 (file no. 1-16089). 10.1 Amended and Restated Credit Agreement, dated as of November 24, 1999 and Amended and Restated as of September 27, 2000, among Trenwick America Corporation, Trenwick Holdings Limited, various lending institutions, First Union National Bank, as Syndication Agent, Fleet National Bank, as Documentation Agent, and Chase Manhattan Bank, as Administrative Agent. Incorporated by reference to Exhibit 10.1 to Trenwick Group Limited's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 1-16089). 10.2 First Amendment and Waiver to the Credit Agreement, dated as of June 13, 2001, among Trenwick America Corporation, Trenwick Holdings Limited, the lending institutions from time to time party thereto, First Union National Bank, as Syndication Agent, Fleet National Bank, as Documentation Agent, and The Chase Manhattan Bank, as Administrative Agent. Incorporated by reference to Exhibit 10.1 to Trenwick Group Limited's First Amendment to Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on January 11, 2002 (File No. 0-31967). 10.3 First Amendment to the Holdings Guaranty, dated as of June 13, 2001, among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. Incorporated by reference to Exhibit 10.2 to Trenwick Group Limited's First Amendment to Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on January 11, 2002 (File No. 0-31967). 15 10.4 Second Amendment and Waiver to the Credit Agreement, dated as of November 13, 2001, among Trenwick America Corporation, Trenwick Holdings Limited, the lending institutions from time to time party thereto, First Union National Bank, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JP Morgan Chase Bank, as Administrative Agent. Incorporated by reference to Exhibit 10.3 to Trenwick Group Limited's First Amendment to Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on January 11, 2002 (File No. 0-31967). 10.5 Second Amendment to the Holdings Guaranty, dated as of November 13, 2001, among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. Incorporated by reference to Exhibit 10.4 to Trenwick Group Limited's First Amendment to Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on January 11, 2002 (File No. 0-31967). 10.6 Amended and Restated Catastrophe Equity Securities Issuance Option Agreement, dated as of January 1, 2001, between Trenwick Group Ltd. and European Reinsurance Company of Zurich. 10.7 Amendment No. 1 to Amended and Restated Catastrophe Equity Securities Issuance Option Agreement, dated as of January 25, 2002, between Trenwick Group Ltd. and European Reinsurance Company of Zurich. 10.8 Common Stock Purchase Warrant, dated March 6, 1992, issued by Chartwell Re Corporation to Wand Partners (Chartwell) L.P. Incorporated by reference to Exhibit 10.34 to Chartwell Re Corporation's Registration Statement on Form S-1 (File No. 33-75386). 10.9 Common Stock Purchase Warrant, dated December 31, 1992, issued by Chartwell to Wand Partners (Chartwell) L.P. Incorporated by reference as Exhibit 10.35 to Chartwell Re Corporation's Registration Statement on Form S-1 (File No. 33-75386). 10.10 Common Stock Purchase Warrant, dated December 31, 1992, issued by Chartwell to John Sagan. Incorporated by reference to Exhibit 10.36 to Chartwell Re Corporation's Registration Statement on Form S-1 (File No. 33-75386). 10.11 Trenwick Group Inc. 1989 Stock Plan, as amended. Incorporated by reference to Exhibit 99.1 to Trenwick Group Limited's Registration Statement on Form S-8 (File No. 333-47690).* 10.12 Trenwick Group Inc. 1993 Non-Employee Directors Stock Option Plan, as amended. Incorporated by reference to Exhibit 99.2 to Trenwick Group Limited's Registration Statement on Form S-8 (File No. 333-47690).* 10.13 Trenwick Group Inc. 1993 Stock Option Plan, as amended. Incorporated by reference to Exhibit 99.3 to Trenwick Group Limited's Registration Statement on Form S-8 (File No. 333-47690).* 16 10.14 Trenwick Group Inc. 1996 RB Stock Option Plan, as amended. Incorporated by reference to Exhibit 99.4 to Trenwick Group Limited's Registration Statement on Form S-8 (File No. 333-47690).* 10.15 Chartwell Re Corporation 1996 Non-Employee Directors Stock Option Plan, as amended. Incorporated by reference to Exhibit 99.6 to Trenwick Group Limited's Registration Statement on Form S-8 (File No. 333-47690).* 10.16 Chartwell Re Corporation 1997 Omnibus Stock Incentive Plan, as amended. Incorporated by reference to Exhibit 99.7 to Trenwick Group Limited's Registration Statement on Form S-8 (File No. 333-47690). 10.17 LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan, as amended. Incorporated by reference to Exhibit 99.8 to Trenwick Group Limited's Registration Statement on Form S-8 (File No. 333-47690). 10.18 Trenwick Unfunded Supplemental Executive Retirement Plan, as amended through December 14, 1993. Incorporated by reference to Exhibit 10.14 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 0-14737).* 10.19 Leased Automobile Policy for executive officers. Incorporated by reference to Exhibit 10.5 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. (File No. 1-15389).* 10.20 Description of life insurance and long-term disability insurance coverage for executive officers. Incorporated by reference to Exhibit 10.16 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 0-14737).* 10.21 Trenwick Directors Deferred Compensation Plan. Incorporated by reference to Exhibit 10.17 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 0-14737).* 10.22 Declaration of Trust dated December 10, 1996, as amended through September 9, 1997, establishing a retirement plan for certain employees of Trenwick Management Services Limited. Incorporated by reference to Exhibit 10.9 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. (File No. 1-15389).* 10.23 Employment Agreement, dated as of March 31, 1993, between Chartwell Re Corporation and Steven J. Bensinger. Incorporated by reference to Exhibit 10.20 to Chartwell Re Corporation's Registration Statement on Form S-1 (File No. 33-75386).* 10.24 Fourth Amendment to the Employment Agreement, dated as of December 31, 1997, between Chartwell Re Corporation and Steven J. Bensinger. Incorporated by reference to Exhibit 10.34 to Chartwell Re Corporation's Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12502).* 17 10.25 Fifth Amendment to the Employment Agreement, dated as of August 4, 1998, between Chartwell Re Corporation and Steven J. Bensinger. Incorporated by reference to Exhibit 10.23 to Chartwell Re Corporation's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-12502).* 10.26 Sixth Amendment to the Employment Agreement, dated as of December 30, 1998, between Chartwell Re Corporation and Steven J. Bensinger. Incorporated by reference to Exhibit 10.26 to Chartwell Re Corporation's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-12502).* 10.27 Employment Assumption and Amendment Agreement, dated as of October 25, 1999, between Trenwick Group Inc. and Steven J. Bensinger. Incorporated by reference to Exhibit 10.25 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-15389).* 10.28 Employment Termination Agreement, dated as of December 12, 2001, between Trenwick Group Ltd. and Steven J. Bensinger.* 10.29 Employment Agreement, dated May 11, 2001, between Trenwick Group Ltd. and James F. Billett, Jr. Incorporated by reference to Exhibit 10.1 to Trenwick Group Limited's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 1-16089).* 10.30 Form of Amended and Restated Change of Control Agreement, dated September 26, 2000, between Trenwick Group Inc. and senior officers of Trenwick Group Inc. and Trenwick America Corporation. Incorporated by reference to Exhibit 10.15 to Trenwick Group Limited's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 1-16089).* 10.31 Form of Assumption Letter, dated September 27, 2000, by Trenwick Group Ltd. assuming the obligations of Trenwick Group Inc. under the Change of Control Agreements. Incorporated by reference to Exhibit 10.16 to Trenwick Group Limited's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000 (File No. 1-16089). 10.32 Office lease between Trenwick America Corporation and EOP-Canterbury Green, L.L.C. dated as of January 29, 1998, with respect to office space in Stamford, Connecticut. Incorporated by reference to Exhibit 10.16 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-15389). 10.33 First Amendment dated as of March 31, 1998, to office lease between Trenwick America Corporation and EOP-Canterbury Green L.L.C. dated January 29, 1998. Incorporated by reference to Exhibit 10.11 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-15389). 10.34 Lease of the premises located at 2 Minster Court, London, England, by and between Chartwell UK Management Services Limited (as Tenant) 18 and The Prudential Assurance Company Limited (as Landlord). Incorporated by reference to Exhibit 10.32 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-15389). 10.35 Underlease between Wereldhave Property Corporation PLC and predecessors of Trenwick Management Services Limited dated May 22, 1991, with respect to office space located at 16 Eastcheap, London, England. Incorporated by reference to Exhibit 10.12 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-15389). 10.36 Coinsured Aggregate Excess of Loss Reinsurance Agreement between Trenwick America Reinsurance Corporation and Centre Reinsurance Company of New York. Incorporated by reference to Exhibit 10.28 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 0-14737). 10.37 Aggregate Excess of Loss Ratio Cover between Trenwick America Reinsurance Corporation and Continental Casualty Company. Incorporated by reference to Exhibit 10.22 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 0-14737). 10.38 1996 Coinsured Aggregate Excess of Loss Reinsurance Agreement between Trenwick America Reinsurance Corporation and Centre Reinsurance Company of New York and CNA Re. Incorporated by reference to Exhibit 10.33 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 0-14737). 10.39 First and Second Coinsured Aggregate Excess of Loss Reinsurance Agreement between Trenwick America Reinsurance Corporation and Centre Reinsurance Company of New York and CNA Re. Incorporated by reference to Exhibit 10.31 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-15389). 10.40 1998 Coinsured Aggregate Excess of Loss Reinsurance Agreement between Trenwick America Reinsurance Corporation and Centre Reinsurance Company of New York and National Union. Incorporated by reference to Exhibit 10.27 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-15389). 10.41 1999 Coinsured Aggregate Excess of Loss Reinsurance Agreement between Trenwick America Reinsurance Corporation and Centre Insurance Company and National Union. Incorporated by reference to Exhibit 10.39 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-15389). 10.42 Aggregate Excess of Loss Reinsurance Agreement, dated as of October 27, 1999, by and between Chartwell Reinsurance Company, Dakota Specialty Insurance Company, The Insurance Corporation of New York and Drayton Company Limited, inclusive of corporate capital support of London underwriting operations, and London Life and Casualty 19 Reinsurance Corporation and Scandinavian Reinsurance Company, Ltd. Incorporated by reference to Exhibit 10.40 to Trenwick Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-15389). 10.43 Quota Share Arrangement, dated as of April 1, 1999, between LaSalle Re Limited and Continental Casualty Company. Incorporated by reference to Exhibit 10.2 to LaSalle Re Holdings Limited's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999 (File No. 1-12823). 10.44 Quota Share Treaty between CNA International Reinsurance Company Limited and LaSalle Re Limited in respect of 1999 underwriting year of account (London office). Incorporated by reference to Exhibit 10.32 to LaSalle Re Holdings Limited's Annual Report on Form 10-K for the fiscal year ended September 30, 1999 (File No. 1-12823). 10.45 Quota Share Treaty between CNA International Reinsurance Company Limited and LaSalle Re Limited in respect of 1999 underwriting year of account (Amsterdam office). Incorporated by reference to Exhibit 10.38 to LaSalle Re Holdings Limited's Annual Report on Form 10-K for the fiscal year ended September 30, 1999 (File No. 1-12823). 10.46 LMX Quota Share Retrocessional Agreement between Continental Casualty Company and LaSalle Re Limited for the 1999 underwriting year of account. Incorporated by reference to Exhibit 10.43 to LaSalle Re Holdings Limited's Annual Report on Form 10-K for the fiscal year ended September 30, 1999 (File No. 1-12823). 10.47 Third Amendment to the Credit Agreement, dated as of April 12, 2002, among Trenwick America Corporation, Trenwick Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association, Fleet National Bank, and JPMorgan Chase Bank. Incorporated by reference to Exhibit 10.1 to Trenwick Group Ltd.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed on May 15, 2002 (file no. 1-16089). 10.48 Third Amendment to the Holdings Guaranty, dated as of April 12, 2002, among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. Incorporated by reference to Exhibit 10.2 to Trenwick Group Ltd.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed on May 15, 2002 (file no. 1-16089). 10.49 Transfer and Purchase Agreement, dated as of May 16, 2002, among Trenwick Group Ltd., LaSalle Re Limited, and Endurance Specialty Insurance Ltd. Incorporated by reference to Exhibit 99.1 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on May 22, 2002 (file no. 1-16089). 10.50 Quota Share Retrocession Agreement, dated as of May 16, 2002, between LaSalle Re Limited and Endurance Specialty Insurance, Ltd. Incorporated by reference to Exhibit 99.2 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on May 22, 2002 (file no. 1-16089). 20 10.51 Bill of Sale and Assignment Agreement, dated as of May 16, 2002, among LaSalle Re Limited and Endurance Specialty Insurance Ltd. Incorporated by reference to Exhibit 99.3 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on May 22, 2002 (file no. 1-16089). 10.52 Administrative Services Agreement, dated as of May 16, 2002, between LaSalle Re Limited and Endurance Specialty Insurance Ltd. Incorporated by reference to Exhibit 99.4 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on May 22, 2002 (file no. 1-16089). 10.53 Assignment of Reinsurance Recoverables and Other Receivables, dated as of May 16, 2002, between LaSalle Re Limited and Endurance Insurance Ltd. Incorporated by reference to Exhibit 99.5 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on May 22, 2002 (file no. 1-16089). 10.54 Settlement Agreement, dated as of January 1, 2001, between Trenwick Group Ltd. and European Reinsurance Company of Zurich. Incorporated by reference to Exhibit 99.1 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on September 10, 2002 (file no. 1-16089). 10.55 Second Amended and Restated Catastrophe Equity Securities Issuance Option Agreement, dated as of September 6, 2002, between Trenwick Group Ltd. and European Reinsurance Company of Zurich. Incorporated by reference to Exhibit 99.2 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on September 10, 2002 (file no. 1-16089). 10.56 Amendment No. 1 to the Registration Rights Agreement, dated as of September 6, 2002, between Trenwick Group Ltd. and European Reinsurance Company of Zurich. Incorporated by reference to Exhibit 99.4 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on September 10, 2002 (file no. 1-16089). 10.57 Summary of Indicative Terms and Conditions--Underwriting and Reinsurance Arrangement between Chubb Re, Inc. and Trenwick America Reinsurance Corporation, dated October 25, 2002. Incorporated by reference to Exhibit 99.1 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on October 29, 2002 (file no. 1-16089). 10.58 Agreement, dated as of November 1, 2002, between National Indemnity Company and Trenwick Managing Agents Limited. Incorporated by reference to Exhibit 99.1 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on November 5, 2002 (File No. 1-16089). 10.59 Agreement, dated as of August 26, 2002 between Trenwick Group Ltd. and Mr. W. Marston Becker. Incorporated by reference to Exhibit 10.2 to Trenwick Group Ltd.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed on November 14, 2002 (File No. 1-16089).* 10.60 Forbearance Agreement, dated as of November 11, 2002, among Trenwick America Corporation, Trenwick Holdings Limited, the lending 21 institutions party to the Credit Agreement, and JPMorgan Chase Bank. Incorporated by reference to Exhibit 10.1 to Trenwick Group Ltd.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed on November 14, 2002 (File No. 1-16089). 10.61 Amendment to Forbearance Agreement, dated as of November 21, 2002, among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick Group Ltd., LaSalle Re Holdings Limited, the lending institutions party to the Credit Agreement, and JPMorgan Chase Bank. Incorporated by reference to Exhibit 99.1 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on December 3, 2002 (File No. 1-16089). 10.62 Second Amendment to the Forbearance Agreement, dated as of December 6, 2002, among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick Group Ltd., LaSalle Re Holdings Limited, the lending institutions party to the Credit Agreement, and JPMorgan Chase Bank. Incorporated by reference to Exhibit 99.1 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on December 12, 2002 (File No. 1-16089). 10.63 Third Amendment and Consent to the Forbearance Agreement, dated as of December 9, 2002, among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick Group Ltd., LaSalle Re Holdings Limited, the lending institutions party to the Credit Agreement, and JPMorgan Chase Bank. Incorporated by reference to Exhibit 99.2 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on December 12, 2002 (File No. 1-16089).* 10.64 Trenwick Group Ltd. Term Sheet LOC Facility, dated as December 3, 2002. Incorporated by reference to Exhibit 99.3 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on December 12, 2002 (File No. 1-16089). 10.65 Fourth Amendment and Waiver to the Credit Agreement, dated as of December 24, 2002, among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association and JPMorgan Chase Bank. Incorporated by reference to Exhibit 99.1 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on December 26, 2002 (File No. 1-16089). 10.66 Fourth Amendment to the Holdings Guaranty, dated as of December 24, 2002, among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. Incorporated by reference to Exhibit 99.2 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on December 26, 2002 (File No. 1-16089). 10.67 Fifth Amendment to the Credit Agreement, dated as of January 16, 2003, among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association and JPMorgan Chase Bank. Incorporated by reference to 22 Exhibit 99.1 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on March 18, 2003 (File No. 1-16089). 10.68 Fifth Amendment and Consent to the Holdings Guaranty, dated as of January 16, 2003, among Trenwick Group, Ltd. and the lending institutions from time to time party to the Credit Agreement. Incorporated by reference to Exhibit 99.2 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on March 18, 2003 (File No. 1-16089). 10.69 Agreement, dated January 28, 2003, between James F. Billett and Trenwick Group Ltd. Incorporated by reference to Exhibit 99.1 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on March 18, 2003 (File No. 1-16089). 10.70 Sixth Amendment and Waiver to the Credit Agreement, dated as of January 27, 2003, among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association and JPMorgan Chase Bank. Incorporated by reference to Exhibit 99.4 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on March 18, 2003 (File No. 1-16089). 10.71 Sixth Amendment and Consent to the Holdings Guaranty, dated as of January 27, 2003, among Trenwick Group Ltd. and the lending institutions form time to time party to the Credit Agreement. Incorporated by reference to Exhibit 99.5 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on March 18, 2003 (File No. 1-16089). 10.72 Seventh Amendment and Waiver to the Credit Agreement, dated as of March 7, 2003, among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association and JPMorgan Chase Bank. Incorporated by reference to Exhibit 99.6 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on March 18, 2003 (File No. 1-16089). 10.73 Seventh Amendment to the Holdings Guaranty, dated as of March 7, 2003, among Trenwick Group Ltd. and the lending institutions form time to time party to the Credit Agreement. Incorporated by reference to Exhibit 99.7 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on March 18, 2003 (File No. 1-16089). 10.74 Fourth Waiver to the Credit Agreement, dated as of March 14, 2003, among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association and JPMorgan Chase Bank. Incorporated by reference to Exhibit 99.8 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on March 18, 2003 (File No. 1-16089). 23 10.75 Agreement, between the Connecticut Insurance Department and Trenwick America Reinsurance Corporation, dated December 3, 2002. Incorporated by reference to Exhibit 99.9 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on March 18, 2003 (File No. 1-16089). 10.76 Agreement, dated as of December 10, 2002, between LaSalle Re Limited and Trenwick Group Ltd. Incorporated by reference to Exhibit 99.10 to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on March 18, 2003 (File No. 1-16089). 10.77 Agreement dated December 23, 2002 between National Indemnity Company and Trenwick Managing Agents Limited.** 10.78 Amended and Restated Consulting Agreement dated March 25, 2003 between Trenwick Group Ltd. and W. Marston Becker.*** 12.1 Computation of Ratios.** 21.1 List of Subsidiaries.** 23.1 Consent of PricewaterhouseCoopers LLP.** 99.1 Certification of Acting Chief Executive Officer** 99.2 Certification of Chief Financial Officer** * Management contract or compensatory plan or arrangement. ** Filed with the Annual Report on Form 10-K for the year ended December 31, 2002 which was filed with the Commission on March 29, 2003. *** Filed herewith 24 FORM 10-K/A AMENDMENT NO. 1 SIGNATURES Pursuant to the Requirements of Section 13 or 15(d) of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TRENWICK GROUP LTD. (Registrant) By /s/ W. Marston Becker ------------------------------------- W. Marston Becker Acting Chairman, and Acting Chief Executive Officer Dated: April 29, 2003 25 CERTIFICATION OF ACTING CHIEF EXECUTIVE OFFICER I, W. Marston Becker, certify that: 1. I have reviewed this annual report on Form 10-K/A of Trenwick Group Ltd. (the "Registrant") and 2. Based on my knowledge, this annual report on Form 10-K/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: April 29, 2003 /s/ W. Marston Becker --------------------- W. Marston Becker Acting Chief Executive Officer (Principal Executive Officer) 26 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Alan L. Hunte, certify that: 1. I have reviewed this annual report on Form 10-K/A of Trenwick Group Ltd. (the "Registrant") and 2. Based on my knowledge, this annual report on Form 10-K/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: April 29, 2003 /s/ Alan L. Hunte ----------------- Alan L. Hunte Executive Vice President and Chief Financial Officer 27 EX-10.78 3 d55431_ex10-78.txt AMENDED AND RESTATED AGREEMENT Exhibit 10.78 [LETTERHEAD OF TRENWICK GROUP LTD.] March 25, 2003 Mr. W. Marston Becker 48 Ledyard Road West Hartford, CT 06117-1708 Re: Amended and Restated Agreement Dear Mr. Becker: This amendment to your letter agreement (this "Agreement") will confirm the amended and restated understanding between Trenwick Group Ltd. (the "Company") and you, pursuant to which you have been engaged by the Company to provide services as its Acting Chairman of the Board of Directors and Acting Chief Executive Officer. (1) You shall perform the duties and activities customarily associated with the Chairman and Chief Executive Officer of the Company and you shall have full authority to conduct the affairs of the Company during the term of this Agreement. Your duties shall include but not be limited to the ability to enter into contracts and other agreements binding the Company, hiring and dismissal of employees, engagement of independent contractors to work for the Company, and representation of the Company before regulatory authorities and rating agencies. (2) The term of this Agreement and your engagement hereunder shall extend from August 15, 2002 through the earliest of (a) your death or disability, (b) the mutual agreement of you and the Company or (c) thirty calendar days following delivery of written notice of termination of this Agreement by you or the Company. Notwithstanding expiration or termination of this Agreement, it is agreed that the provisions concerning confidentiality (Section 6), indemnification (Sections 5 and 8), ownership of work product (Section 7), dispute resolution (Section 10) and the Company's obligations to pay fees and reimburse expenses earned or incurred prior to the termination of this Agreement (Section 3) shall survive any such expiration or termination. (3) As base compensation for the services hereunder, the Company will pay you, (a) for the period from August 15, 2002 through December 31, 2002, a monthly fee of $50,000, which shall be paid in arrears on or before the 15th calendar day of each month following the month in which such fee is earned and (b) commencing on and after January 1, 2003 until the date of termination of this Agreement, a monthly fee of $75,000, which shall be paid in advance at the beginning of each calendar month. In addition to the foregoing, the Company will pay you incentive compensation in accordance with the provisions of Schedule A which is attached hereto and is incorporated in all respects into and as part of this Agreement. The Company shall reimburse you monthly for your reasonable out-of-pocket expenses incurred or accrued during the period of or in connection with your engagement notwithstanding the termination of this Agreement. You shall report and account for your expenses monthly on the Company's standard expense account forms and be reimbursed by the Company within 30 calendar days of submission of such expense account forms to the Company. (4) You shall not be entitled to any Company benefits or other benefits as may accrue to a full or part-time employee of the Company. (5) In performing services and duties hereunder, you shall do so as an independent contractor and you are not, and are not to be deemed, an employee of the Company or any other person acting on behalf of the Company. You shall be responsible for meeting any legal requirements imposed on you or any person acting on your behalf as a result of this Agreement, including but not limited to the filing of income tax returns and the payment of taxes; and you agree to indemnify the Company for the failure to do so, if the Company is required to make any such payment otherwise due by you. (6) To the extent that you obtain non-public information about the Company's or its affiliates' business practices and plans, including but not limited to, business strategies, marketing strategies, technical information, systems information, product development, service development and customers ("Confidential Information"), then all such Confidential Information disclosed to you shall be received by you in confidence for purposes of this Agreement. You shall not disclose, disseminate, publish, communicate or divulge any Confidential Information to anyone outside the Company, or to any employee of the Company not having reasonable need for access to such information, unless the Company expressly consents to such disclosure in writing or as may be required by law. You agree that all Confidential Information within your possession upon termination of this Agreement shall be returned promptly to the Company. You understand and agree that money damages will not be sufficient as a remedy for any breach of this Section and that the Company shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any breach of this Section. (7) All work product created by you on behalf of the Company during the term of this Agreement shall be the sole property of the Company, and you shall not have any license or other right, express or implied, to such work product. (8) In consideration for your work on behalf of the Company and its subsidiaries, the Company and its subsidiaries shall indemnify and hold you harmless from and against any and all claims, damages or liabilities arising out of your engagement as Acting Chairman and Acting Chief Executive Officer, unless a judgment or other final adjudication establishes that your acts or omissions were in bad faith or involved -2- intentional misconduct or a knowing violation of law. Costs and expenses (including attorney's fees) incurred by you in defending or investigating any action, suit, proceeding or investigation shall be paid by the Company, in advance of final disposition of such matter, upon receipt of your written undertaking to repay any such amounts if it is ultimately determined that you are not entitled to indemnification hereunder. The Company's subsidiaries shall also confirm their agreement to be jointly and severally liable to you for the obligations set forth in this paragraph 8. (9) For the purposes of this Agreement, notices, demands and all other communications shall be in writing and shall be deemed to have been duly given when delivered to the recipient at one of the following addresses: If to you: 48 Ledyard Road West Hartford, CT 06117 If to the Company: One Canterbury Green Stamford, Connecticut 06901 Attention: General Counsel or to such other address as any party may have furnished to the other in writing. (10) Except as otherwise set forth in Section 6 herein with respect to the Company's remedy for any breach of Section 6, all controversies, claims, or disputes arising out of or related to this Agreement, shall be settled by arbitration in the State of Connecticut, as the sole and exclusive remedy of either party, and judgment upon such award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. In the event that a court of competent jurisdiction determines that arbitration is not appropriate for the adjudication of any claim, you hereby waive your right to a jury trial. One arbitrator shall be chosen by you, the other by the Company, and an umpire shall be chosen by the two arbitrators, all of whom shall be active or retired disinterested executive officers of insurance or reinsurance companies. In the event that either party shall fail to choose an arbitrator within 30 days following a written request by the other party to do so, the requesting party may choose two arbitrators who shall in turn choose an umpire. If the two arbitrators fail to agree on the selection of an umpire within 30 days following their appointment, each arbitrator shall name three nominees, of whom the other shall decline two, and the decision shall be made by drawing lots. Each party shall bear the expense of its own arbitrator, and shall jointly and equally bear with the other the expense of the umpire. -3- (11) If any provision of this Agreement shall, to any extent, now or hereafter be or become invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and every other provision of this Agreement shall be valid and enforceable, to the fullest extent permitted by law. (12) No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the parties. No waiver by either party at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. (13) This Agreement (including Schedule A hereto) sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto including, without limitation, the letter agreement of August 26, 2002 by and between you and the Company as amended by letter agreement dated December 31, 2002. (14) Neither party to this Agreement can assign his or its rights or obligations under this Agreement without the prior written consent of the other party to this Agreement. (15) This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut without regard to the conflicts of law provisions thereof. This Agreement may be signed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. If the foregoing correctly sets forth the understanding and agreement between you and the Company, please sign and return one original executed copy of this Agreement. -4- Trenwick Group Ltd. /s/ Clement S. Dwyer, Jr. ---------------------------------------- By: Clement S. Dwyer, Jr. Chairman of the Compensation Committee Confirmed and Agreed as of the date first written above: /s/ W. Marston Becker - ----------------------------- W. Marston Becker -5- Schedule A 1. Cash Incentive Bonus. Subject to the terms of this Agreement, the Company hereby agrees that you shall be granted a bonus in the aggregate amount of $600,000 (the "Cash Incentive Bonus"). The Cash Incentive Bonus shall be payable to you subject to and in accordance with the requirements of this Agreement. 2. Payment Dates. The Cash Incentive Bonus shall become payable in increments of (i) $200,000 on or before March 28, 2003 and (ii) $200,000 on each of June 30, and December 31, 2003. The Cash Incentive Bonus shall be payable only to the extent that you have not voluntarily terminated your engagement with the Company (other than to become an employee thereof) or been terminated for Cause (as defined herein) by the Company prior to the originally scheduled date of payment of the Cash Incentive Bonus. In the event there is a Change in Control (as defined herein) any portion of the Cash Incentive Bonus which has not yet been paid to you shall be due and payable to you on the date of such Change in Control, provided that you have not voluntarily terminated your engagement (other than to be come an employee thereof) or been terminated for Cause by the Company prior to the date of such Change in Control. 3. Change in Control. For purposes of this Schedule A, a "Change in Control" shall be deemed to have occurred upon the earliest to happen of the following: (a) The acquisition, in one or more transactions, of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act") by any person or entity or any group of persons or entities who constitute a group (within the meaning of Rule 13d-3 of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary, of any securities of the Company if, as a result of such acquisition, such person, entity or group either (i) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the Company's outstanding voting securities entitled to vote on a regular basis for a majority of the members of the Board or (ii) otherwise has the ability to elect, directly or indirectly, a majority of the members of the Board; (b) A change in the composition of the Board such that a majority of the members of the Board are not Continuing Directors. A "Continuing Director" means, as of any date of determination, any member of the Board who (i) was a member of the Board on the date of this Agreement, or (ii) was nominated and elected to such Board with the affirmative vote of a majority of the Continuing Directors who were members of the Board at the time of such nomination or election; or (c) The shareholders of the Company approve (i) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which -6- would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one or more transactions) of all or substantially all of the Company's assets. provided, however, that a "Change of Control" shall not be deemed to have occurred in the case of (a) or (b) above from the issuance of equity securities (or a right to receive such equity securities) to any class of debt or equity securities or other debt obligations of Group or any direct or indirect subsidiary thereof which are outstanding as of January 1, 2003, upon conversion thereof or in connection with any negotiated restructuring or other consensual modification, amendment or waiver of any of the terms of such securities or obligations. 4. Cause. For purposes of this Schedule A, "Cause" shall mean: (A) the commission by you of any felonious act or crime involving moral turpitude, dishonesty, theft or unethical business conduct, (B) the willful and continued failure of you (after not less than fifteen days notice to you by the Company of such failure and an opportunity to cure) to substantially perform your duties (other than as a result of incapacity due to physical or mental injury or illness) which duties you have been directed in writing to perform by the Board; (C) willful misconduct or gross negligence by you in the performance of your duties, or (D) willful failure by you to comply with the policies or procedures of the Company applicable to you. No action or failure to act by you shall be considered "willful" if it is done by you in good faith and with the reasonable belief that your actions or omissions are in the interests of the Company, or are consistent with your fiduciary or legal obligations, and are in compliance with applicable law and regulation. -7- -----END PRIVACY-ENHANCED MESSAGE-----