-----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, BDN1rpQim5cKw/0JSSpDJVJdf8wqo6PGSd/LTNQhYVKhluAT9Dgp2gkLMZnAyB6N kOJrZMtUs3h9YtGn4jGE6g== 0000906602-99-000018.txt : 19990129 0000906602-99-000018.hdr.sgml : 19990129 ACCESSION NUMBER: 0000906602-99-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCEL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000001985 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 310788334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33042 FILM NUMBER: 99515673 BUSINESS ADDRESS: STREET 1: 12603 SOUTHWEST FREEWAY STREET 2: SUITE 315 CITY: STAFFORD STATE: TX ZIP: 77477 BUSINESS PHONE: 2815659010 MAIL ADDRESS: STREET 1: 12603 SOUTHWEST FREEWAY STREET 2: SUITE 315 CITY: STAFFORD STATE: TX ZIP: 77477 FORMER COMPANY: FORMER CONFORMED NAME: ACCELERATION CORP DATE OF NAME CHANGE: 19870814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE HOLDINGS LP CENTRAL INDEX KEY: 0001005680 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061388818 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CHASE ENTERPRISES STREET 2: ONE COMMERCIAL PLZ CITY: HARTFORD STATE: CT ZIP: 06103 BUSINESS PHONE: 8602934321 MAIL ADDRESS: STREET 1: C/O CHASE ENTERPRISES STREET 2: ONE COMMERCIAL PLZ CITY: HARTFORD STATE: CT ZIP: 06103 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3)* ACCEL International Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 004299 10 3 - ------------------------------------------------------------------------------- (CUSIP Number) William H. Cuddy, Esq. Day, Berry & Howard LLP CityPlace I, Hartford, Connecticut 06103-3499 (860) 275-0100 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 19, 1999 - ------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on the following pages) (Page 1 of 11 Pages) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 004299 10 3 13D Page 2 of 11 Pages 1 NAME OF REPORTING PERSONS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insurance Holdings Limited Partnership 06-1388818 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 7 SOLE VOTING POWER NUMBER OF 0 shares SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 shares REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 shares 10 SHARED DISPOSITIVE POWER 0 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 3 TO STATEMENT ON SCHEDULE 13D The reporting person hereby amends in part its Statement on Schedule 13D dated January 5, 1996, as previously amended by Amendment No. 1 thereto dated November 20, 1997 and amendment No. 2 thereto dated February 10, 1998 (the "Prior Schedule 13D"), with respect to the common stock, par value $0.10 per share (the "Common Stock"), of ACCEL International Corporation ("ACCEL"). This amendment amends only those portions of the information previously reported that have changed since the prior filing. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As more fully described in the Prior Schedule 13D, the reporting person had previously borrowed 335,000 shares of Common Stock from Rhoda L. Chase pursuant to a letter agreement dated December 15, 1995, between the reporting person and Rhoda L. Chase, as modified by letter agreements dated July 31, 1997 and January 14, 1998, between the reporting person and Rhoda L. Chase (the "Loan Agreement"). The terms of the Loan Agreement are more fully described in the Prior Schedule 13D. On January 19, 1999, the reporting person returned to Rhoda L. Chase the 335,000 shares which it had borrowed under such agreement. The 335,000 shares of Common Stock returned to Rhoda L. Chase were deposited by Rhoda L. Chase into her brokerage account to which the Trading Authorization (the "RLC Trading Authorization") described in the Prior Schedule 13D relates. Rhoda L. Chase is the sole shareholder of Chase Insurance Corporation ("CIC"), the general partner of the reporting person. As more fully described in the Prior Schedule 13D, on December 24, 1997, Rhoda L. Chase loaned 1,000,000 shares of Common Stock to David T. Chase, the President and a Director of CIC, pursuant to a loan agreement (the "DTC Loan Agreement") dated December 24, 1997, between Rhoda L. Chase and David T. Chase. On April 1, 1998, David T. Chase returned 120,000 of such shares to Rhoda L. Chase. The terms of the DTC Loan Agreement are more fully described in the Prior Schedule 13D. The 120,000 shares of Common Stock returned to Rhoda L. Chase by David T. Chase were deposited by Rhoda L. Chase into the brokerage account to which the RLC Trading Authorization relates. Item 4. PURPOSE OF TRANSACTION The reporting person does not beneficially own any shares of Common Stock. David T. Chase, Arnold L. Chase (an Executive Vice President and Director of CIC), Rhoda L. Chase and John P. Redding (a Vice President of CIC) are each holding the shares of Common Stock owned by them for investment purposes. David T. Chase has pledged the 880,000 shares of Common Stock loaned to him by Rhoda L. Chase to secure a loan with Comerica Bank pursuant to a security agreement (the "Security Agreement") dated December 30, 1997. The terms of the Security Agreement are more fully described in the Prior Schedule 13D. Based on their ongoing evaluation of the business, prospects and financial condition of ACCEL, the market for and price of the Common Stock, other opportunities available to them, offers for their shares of Common Stock, general economic conditions and other future developments, each of David T. Chase, Arnold L. Chase, Rhoda L. Chase and John P. Redding may decide to sell, seek the sale of or otherwise transfer, or pledge or continue to pledge or otherwise encumber all or part of their present or future beneficial holdings of Common Stock, or may decide to borrow or acquire additional Common Stock either in the open market, in private transactions, or by any other permissible means. Any such transactions may be effected at any time and from time to time. Other than the above, as of the date hereof, the reporting person, CIC and CIC's directors, executive officers and controlling persons do not have any plans or proposals that relate to or would result in any of the following: (a) The acquisition by any person of additional securities of ACCEL, or the disposition of securities of ACCEL; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving ACCEL or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of ACCEL or of any of its subsidiaries; (d) Any change in the present board of directors or management of ACCEL, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of ACCEL; (f) Any other material change in ACCEL's business or corporate structure; (g) Changes in ACCEL's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of ACCEL by any person; (h) Causing a class of securities of ACCEL to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of ACCEL becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (j) Any action similar to any of those enumerated above. Item 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, the reporting person beneficially owns no shares of Common Stock, or 0.0% of the 8,552,820 shares of Common Stock reported to be outstanding as of October 31, 1998 (as reported in ACCEL's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998). Information with respect to the Common Stock owned by CIC and its executive officers, directors and controlling persons is set forth on Schedule I hereto, which is incorporated herein by reference, and in the following paragraph. This statement does not relate to, and, in accordance with Rule 13d-4 under the Exchange Act, the reporting person expressly declares that the filing of this statement shall not be construed as an admission that it is, for the purposes of Section 13(d) or Section 13(g) of the Exchange Act, the beneficial owner of, any of (i) the 1,167,824 shares of Common Stock, or 13.7% of the shares of Common Stock reported to be outstanding as of October 31, 1998, owned by Arnold L. Chase, an Executive Vice President and Director of CIC, (ii) the 5,350 shares of Common Stock, or less than 0.1% of the shares of Common Stock reported to be outstanding as of October 31, 1998, owned by Sandra M. Chase, a limited partner of the reporting person and the spouse of Arnold L. Chase, (iii) the 1,167,824 shares of Common Stock, or 13.7% of the shares of Common Stock reported to be outstanding as of October 31, 1998, owned by The Darland Trust (the "Trust"), a trust of which Cheryl A. Chase (a limited partner of the reporting person and an Executive Vice President and Director of CIC) and her children are the beneficiaries, (iv) the 7,500 shares of Common Stock, or less than 0.1% of the shares of Common Stock reported to be outstanding as of October 31, 1998, currently issuable upon the exercise of options held by David T. Chase, President and a Director of CIC, (v) the 2,000,000 shares of Common Stock, or 23.4% of the shares of Common Stock reported to be outstanding as of October 31, 1998, owned by Rhoda L. Chase, a limited partner of the reporting person and the owner of all of the capital stock of CIC, or (vi) the 1,000 shares of Common Stock, or less than 0.1% of the shares of Common Stock reported to be outstanding as of October 31, 1998, currently issuable upon the exercise of options held by John P. Redding, Vice President of CIC. David T. Chase may be deemed to be a beneficial owner of the 1,167,824 shares of Common Stock referred to in clause (i) of the immediately preceding sentence, the 1,167,824 shares of Common Stock referred to in clause (iii) of the immediately preceding sentence and the 2,000,000 shares of Common Stock referred to in clause (v) of the immediately preceding sentence. David T. Chase and Rhoda L. Chase are husband and wife and are the parents of Arnold L. Chase and Cheryl A. Chase. (b) The reporting person does not have the sole or shared power to vote, direct the voting of, dispose of, or direct the disposition of, any shares of Common Stock. As described in greater detail in the Prior Schedule 13D and in Item 6 hereof, David T. Chase has the sole power to vote, direct the vote of, dispose of, and direct the disposition of the 880,000 shares of Common Stock he has borrowed from Rhoda L. Chase during the term of the DTC Loan Agreement. Upon the exercise of any of his currently exercisable options for 7,500 shares of Common Stock, David T. Chase will have the sole power to vote or direct the vote of, and the sole power to dispose or to direct the disposition of, the shares of Common Stock received by him as a result of such exercise. David T. Chase shares the power to dispose or to direct the disposition of (i) 1,120,000 shares of Common Stock owned by Rhoda L. Chase with Rhoda L. Chase, (ii) 1,167,824 shares of Common Stock owned by Arnold L. Chase with Arnold L. Chase and (iii) 1,167,824 shares of Common Stock owned by the Trust with the Trust. Arnold L. Chase has the sole power to vote or to direct the vote of the 1,167,824 shares of Common Stock owned by him. Arnold L. Chase shares the power to dispose or to direct the disposition of the 1,167,824 shares of Common Stock owned by him with David T. Chase. Rhoda L. Chase has the sole power to vote or to direct the vote of the 2,000,000 shares of Common Stock owned by her, except to the extent that she has temporarily transferred to David T. Chase the sole power to vote or to direct the vote of the 880,000 shares of Common Stock on loan to David T. Chase during the term of the DTC Loan Agreement, as described in greater detail in the Prior Schedule 13D and in Item 6 hereof. Rhoda L. Chase shares the power to dispose or to direct the disposition of 1,120,000 of the shares of Common Stock owned by her with David T. Chase. Rhoda L. Chase has the sole power to dispose or to direct the disposition of 880,000 of the shares of Common Stock owned by her, except to the extent that she has temporarily transferred to David T. Chase the sole power to dispose or to direct the disposition of such shares of Common Stock during the term of the DTC Loan Agreement, as described in greater detail in the Prior Schedule 13D and in Item 6 hereof. Upon the exercise of any of his currently exercisable options for 1,000 shares of Common Stock, John P. Redding will have the sole power to vote or direct the vote of, and the sole power to dispose or to direct the disposition of, the shares of Common Stock received by him as a result of such exercise. The Trust is a trust for which Rothschild Trust Cayman Limited serves as trustee and of which Cheryl A. Chase and her children are the beneficiaries. The Trust's address is FBO: The Darland Trust, P.O. Box 472, St. Peter's House, Le Bordage, St. Peter Port, Guernsey GYI6AX, Channel Islands. The Trust is an entity of the Cayman Islands. During the past five years, the Trust has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, the Trust has not been a party to a civil proceeding of a judicial or an administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (c) To the reporting person's knowledge, no transactions in the Common Stock were effected by or on behalf of the reporting person, CIC or any of CIC's directors, executive officers or controlling persons during the past 60 days other than the transactions described in Item 3. (d) As described in greater detail in the Prior Schedule 13D and in Item 6 hereof, each of Rhoda L. Chase and David T. Chase may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 880,000 shares of Common Stock David T. Chase has borrowed from Rhoda L. Chase during the term of the DTC Loan Agreement. Upon the exercise of any of his currently exercisable options for 7,500 shares of Common Stock, David T. Chase will have the sole right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock received by him as a result of such exercise. Each of David T. Chase and, with respect to (i) 1,120,000 shares of Common Stock owned by Rhoda L. Chase, Rhoda L. Chase, (ii) 1,167,824 shares of Common Stock owned by Arnold L. Chase, Arnold L. Chase and (iii) 1,167,824 shares of Common Stock owned by the Trust, the Trust, has the power to direct the dividends from, and the proceeds from the sale of, such shares of Common Stock beneficially owned by David T. Chase. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by David T. Chase. Each of David T. Chase and Arnold L. Chase has the power to direct the dividends from, and the proceeds from the sale of, the shares of Common Stock owned by Arnold L. Chase. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by Arnold L. Chase. Each of David T. Chase and Rhoda L. Chase has the power to direct the dividends from, and the proceeds from the sale of, 1,120,000 of the shares of Common Stock owned by Rhoda L. Chase. As described in greater detail in the Prior Schedule 13D and in Item 6 hereof, each of David T. Chase and Rhoda L. Chase may be deemed to have the right, during the term of the DTC Loan Agreement, to receive or to direct the receipt of dividends from, or the proceeds from the sale of, the 880,000 shares of Common Stock loaned by Rhoda L. Chase to David T. Chase. No other person, other than Rhoda L. Chase, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by Rhoda L. Chase. Upon the exercise of any of his currently exercisable options for 1,000 shares of Common Stock, John P. Redding will have the sole right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock received by him as a result of such exercise. (e) On January 19, 1999, the reporting person ceased to be a beneficial owner of any shares of Common Stock. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER As described in greater detail in the Prior Schedule 13D, the reporting person has previously borrowed 335,000 shares of Common Stock from Rhoda L. Chase pursuant to the Loan Agreement. These shares were pledged by the reporting person to Comerica Bank to secure a term loan facility pursuant to a Letter Agreement, Term Note and Security Agreement, each dated December 22, 1995 (collectively, the "Term Loan Documents"), as described in greater detail in the Prior Schedule 13D. Such loan was paid in full, and the pledge was released on January 6, 1999. On January 19, 1999, the reporting person returned to Rhoda L. Chase the 335,000 shares of Common Stock which were on loan pursuant to the Loan Agreement. Such shares of Common Stock were deposited by Rhoda L. Chase into the brokerage account to which the RLC Trading Authorization relates. The foregoing description of the Loan Agreement, the Term Loan Documents and the RLC Trading Authorization is subject to, and qualified in its entirety by reference to, the Loan Agreement, the Term Loan Documents and the RLC Trading Authorization, each of which has been filed as an exhibit to the Prior Schedule 13D. As described in greater detail in the Prior Schedule 13D, Rhoda L. Chase has previously loaned David T. Chase 1,000,000 shares of Common Stock pursuant to the DTC Loan Agreement. David T. Chase has pledged these shares to secure a loan with Comerica Bank pursuant to the Security Agreement and a related Notice to Financial Intermediary of Security Interest in Securities and Brokerage Account dated December 30, 1997 (together, the "DTC Pledge Documents"), as described in greater detail in the Prior Schedule 13D. On April 1, 1998, 120,000 shares of Common Stock were released from such pledge and David T. Chase returned such shares of Common Stock to Rhoda L. Chase. The 120,000 shares of Common Stock returned by David T. Chase to Rhoda L. Chase were deposited by Rhoda L. Chase into the brokerage account to which the RLC Trading Authorization relates. 880,000 shares of Common Stock remain on loan from Rhoda L. Chase to David T. Chase pursuant to the DTC Loan Agreement, and pledged by David T. Chase to Comerica Bank pursuant to the DTC Pledge Documents. The terms of the DTC Loan Agreement and the DTC Pledge Documents, described in greater detail in the Prior Schedule 13D, otherwise remain unchanged. The foregoing description of the DTC Loan Agreement, the DTC Pledge Documents and the RLC Trading Authorization is subject to, and is qualified in its entirety by reference to, the DTC Loan Agreement, the DTC Pledge Documents and the RLC Trading Authorization, each of which has been filed as an exhibit to the Prior Schedule 13D. As described in greater detail in the Prior Schedule 13D, each non- employee director of ACCEL, including David T. Chase and John P. Redding, is granted options to purchase shares of Common Stock under the ACCEL International Corporation 1996 Stock Incentive Plan (the "Plan"). On June 16, 1998, the stockholders of ACCEL approved amendments to the Plan (the "First Amendments to the Plan"), which, among other things, increased the number of shares of Common Stock for which options are granted to non- employee directors. Under the Plan, as amended, each person who becomes a director of ACCEL is granted, upon his initial appointment or election as a director, the option to purchase 10,000 (instead of 2,000, prior to the amendment) shares of Common Stock, and each non-employee director of ACCEL (other than a non-employee director who first became a director during the period following the immediately preceding annual meeting of stockholders of ACCEL) is granted, at each annual meeting of stockholders of ACCEL, the option to purchase 10,000 (instead of 1,000, prior to the amendment) shares of Common Stock. The Board of Directors of ACCEL adopted further amendments to the Plan (the "Second Amendments to the Plan") in November, 1998. These amendments provide for increased transferability of options granted under the Plan. The description of the Plan contained in the Prior Schedule 13D is otherwise unaffected by the amendments to the Plan. David T. Chase was granted options to purchase 10,000 shares of Common Stock, none of which are currently exercisable, pursuant to the Plan and to a Stock Option Agreement (the "David T. Chase Stock Option Agreement") dated June 16, 1998, between David T. Chase and ACCEL. John P. Redding was granted options to purchase 10,000 shares of Common Stock, none of which are currently exercisable, pursuant to the Plan and to a Stock Option Agreement (the "John P. Redding Stock Option Agreement") dated June 16, 1998, between John P. Redding and ACCEL. Each such option will become exercisable as to 50% of the shares of Common Stock subject to it on the first anniversary of the date it was granted and as to the remaining shares of Common Stock on the second anniversary of the date it was granted. The exercise price for each such option is $3.21875 per share. Each such option will expire ten years after the date it was granted or, if earlier, 180 days after the grantee ceases to be a director of ACCEL. The foregoing description of the Plan, the First Amendments to the Plan, the Second Amendments to the Plan, the David T. Chase Stock Option Agreement, the John P. Redding Stock Option Agreement and the options granted thereunder is subject to, and is qualified in its entirety by reference to, the Plan, which has been filed as an exhibit to the Prior Schedule 13D, and the First Amendments to the Plan, the Second Amendments to the Plan, the David T. Chase Stock Option Agreement and the John P. Redding Stock Option Agreement, which are each filed as exhibits to this Statement on Schedule 13D. Except as described in this Statement on Schedule 13D, including the Prior Schedule 13D, the reporting person knows of no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the persons named in Item 2 or between such persons and any other person with respect to any securities of ACCEL, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. The reporting person has not agreed to act together with any other person or entity for the purpose of acquiring, holding, voting or disposing of shares of Common Stock and the reporting person disclaims membership in any "group" with respect to the Common Stock for purposes of Section 13(d) (3) of the Exchange Act and Rule 13d-5(b) (1) adopted thereunder. Item 7. MATERIAL TO BE FILED AS EXHIBITS. (1) First Amendments to the Plan (2) Second Amendments to the Plan (3) David T. Chase Stock Option Agreement (4) John P. Redding Stock Option Agreement SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the reporting person certifies that the information set forth in this Statement is true, complete and correct. Dated: January 25, 1999 INSURANCE HOLDINGS LIMITED PARTNERSHIP BY: CHASE INSURANCE CORPORATION Its General Partner By: /s/ Cheryl A. Chase --------------------------------- Name: Cheryl A. Chase Title: Executive Vice President
SCHEDULE I IDENTITY AND BACKGROUND OF GENERAL PARTNER OF INSURANCE HOLDINGS LIMITED PARTNERSHIP AND ITS EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS Titles With Aggregate # reporting person or of Shares of Percentage of Residence or Principal Occupation Chase Insurance Common Stock Common Stock Name Business Address or Employment Corporation Owned Owned - ---------------------------------------------------------------------------------------------------------------------------------- Chase Insurance C/O Chase Enterprises General Partner of General Partner of None 0% Corporation ("CIC") One Commercial Plaza, Reporting Person Reporting Person Hartford, CT 06103 David T. Chase C/O Chase Enterprises Chairman of the Board of President and Director 4,343,148{2} 50.8% One Commercial Plaza, Directors and President of CIC Hartford, CT 06103 of D.T. Chase Enterprises, Inc. ("DTCE"){1} Arnold L. Chase C/O Chase Enterprises Executive Vice President Executive Vice 1,167,824 13.7% One Commercial Plaza, and Director of DTCE President and Director Hartford, CT 06103 of CIC Cheryl A. Chase C/O Chase Enterprises Executive Vice President, Executive Vice None 0% One Commercial Plaza, General Counsel and President and Director Hartford, CT 06103 Director of DTCE of CIC John P. Redding C/O Chase Enterprises Senior Vice President of Vice President of CIC 1,000{3} <0.1% One Commercial Plaza, David T. Chase Hartford, CT 06103 Enterprises, Inc. and Vice President of DTCE Rhoda L. Chase 96 High Ridge Road Not applicable None{4} 2,000,000{5} 23.4% West Hartford, CT 06117
**FOOTNOTES** {1} DTCE is a holding company for various Chase Family Interests. Its principal business address is: One Commercial Plaza, Hartford, Connecticut 06103. {2} Includes 1,167,824 shares owned by Arnold L. Chase, 1,167,824 shares owned by The Darland Trust, and 1,120,000 shares owned by Rhoda L. Chase as to which David T. Chase shares dispositive power; 7,500 shares of Common Stock currently issuable upon the exercise of options held by David T. Chase; and 880,000 shares of Common Stock on loan from Rhoda L. Chase. {3} These shares are currently issuable upon the exercise of options held by John P. Redding. {4} Rhoda L. Chase owns all of the outstanding capital stock of CIC. {5} Includes 880,000 shares of Common Stock on loan to David T. Chase. EX-99.1 2 EXHIBIT 1 FIRST AMENDMENT TO ACCEL INTERNATIONAL CORPORATION 1996 STOCK INCENTIVE PLAN that the 1996 Stock Incentive Plan of ACCEL International Corporation, effective June 11, 1996, be amended (First Amendment to the Plan) so that Section 5., Subsection (a) and Section 13., Subsection (a) shall read as follows: SECTION 5. SHARES AVAILABLE (a) Shares of Common Stock available for issuance under the Plan may be authorized and unissued shares or treasury shares. Subject to the adjustments provided for in Sections 17 and 18 hereof, the maximum number of shares of Common Stock available for grant of Awards under the Plan is 1,500,000 shares. Of this total number, up to 500,000 shares may be issued pursuant to the exercise of Directors Stock Options. Notwithstanding the foregoing, at no time shall the number of shares of Common Stock deemed to be available for grant in any fiscal year exceed ten percent of the total number of issued and outstanding shares of Common Stock of the Company. The number of shares of Common Stock available for grant to any individual Participant in any calendar year shall not exceed 250,000 shares. SECTION 13. DIRECTORS STOCK OPTIONS (a) Grants. Awards may be granted to non-employee Directors only in the form of stock options satisfying the requirements of this Section 13. Each person who is elected or appointed to serve as a Director of the Company after the effective date of the First Amendment to the Plan shall, upon his initial appointment or election as a Director, automatically be granted an option for 10,000 shares of Common Stock. At each years annual meeting of the stockholders of the Company commencing on the effective date of the First Amendment to the Plan, there shall be granted automatically to each non-employee Director (other than any non-employee Director who first became a Director at any time during the period following the immediately preceding annual meeting of the stockholders of the Company), the option to purchase 10,000 shares of Common Stock. All stock options granted under this Section 13 shall be nonqualified stock options. EX-99.2 3 EXHIBIT 2 SECOND AMENDMENT TO ACCEL INTERNATIONAL CORPORATION 1996 STOCK INCENTIVE PLAN The following amendments were adopted by the Board of Directors of ACCEL International Corporation as the second amendments to the 1996 Stock Incentive Plan. Section 2.7 to be amended in its entirety to read as follows: 2.7. "Committee" means the Board of Directors or any committee designated by the Board of Directors to administer the Plan under Section 3 hereof. If at any time the Board of Directors shall administer the Plan, then the functions of the Committee specified in the Plan shall be exercised by the Board of Directors. Section 2.20 to be added to the definitions to read as follows: 2.20. "Applicable Laws" means the requirements relating to the administration of any Awards under corporate laws, federal and state securities laws, the Code and any stock exchange or quotation system on which the Common Stock is listed or quoted. The first paragraph of Section 3. Administration to be amended in its entirety to read as follows: The Plan shall be administered by the Committee which Committee shall be constituted to comply with Applicable Laws. Section 13(f) and 13(g) to be amended in their entirety to read as follows: (f) TRANSFERABILITY. Except as otherwise provided in this Section 13(f), no option granted under this Section 13 shall be transferable by the non-employee Director except by will or the laws of descent and distribution, or pursuant to a Qualified Domestic Relations Order, and during the Director's lifetime options may be exercised only by him or his guardian or legal representative or his transferee under such Qualified Domestic Relations Order. The Committee shall authorize all stock options granted pursuant to this Section 13 to be granted to a Director on terms which permit transfer by such Director to (i) the spouse, children or grandchildren of the Director and any other persons related to the Director as may be approved by the Committee ("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members, (iii) a partnership or partnerships in which such Immediate Family Members are the only partners, or (iv) a limited liability company or limited liability companies in which such Immediate Family Members are the only members. The Committee may, in its discretion, permit transfers of such stock options to any other persons or entities as may be approved by the Committee. Notwithstanding the transfer, the Director shall continue to be subject to the provisions of Section 19 regarding the withholding of applicable income and employment taxes required by Applicable Laws. (g) LIMITATIONS ON EXERCISE. To the extent that an option is not otherwise exercisable at the date of the Director's death or voluntary retirement as a Director, it shall become fully exercisable upon such death of voluntary retirement, provided, however, that except as otherwise determined by the Committee, Director Stock Options shall not become exercisable under this sentence prior to the expiration of six months from the date of grant. Upon such death or voluntary retirement, such options shall be exercisable for a period of 180 days, subject to the original term of the option. Section 16 to be amended in its entirety to read as follows: SECTION 16. ASSIGNMENT AND TRANSFER; HOLDING PERIOD (a) LIMITATION ON EXERCISE. Except as provided in Section 16(b), the rights and interests of a Participant under the Plan and in any Derivative Security issued or granted under the Plan, may not be assigned, sold, encumbered or transferred except, in the event of the death of a Participant, by will or the laws of descent and distribution, or except pursuant to a Qualified Domestic Relations Order. (b) PERMITTED TRANSFERS. The Committee shall authorize all stock options granted pursuant to Section 8 (other than incentive stock options within the meaning of Section 422 of the Code) to be granted to a Participant on terms which permit transfer by such Participant to (i) the spouse, children or grandchildren of the Participant and any other persons related to the Participant as may be approved by the Committee ("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members, (iii) a partnership or partnerships in which such Immediate Family Members are the only partners, or (iv) a limited liability company or limited liability companies in which such Immediate Family Members are the only members. The Committee may, in its discretion, permit transfers of such stock options to any other persons or entities as may be approved by the Committee. Notwithstanding the transfer, the Participant shall continue to be subject to the provisions of Section 19 regarding the withholding of applicable income and employment taxes required by Applicable Laws. EX-99.3 4 EXHIBIT 3 STOCK OPTION AGREEMENT (1996 Stock Incentive Plan, as amended June 16, 1998) THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of June 16, 1998 by and between ACCEL International Corporation, a Delaware corporation (the "Company"), and the undersigned Director of the Company ("Participant"). RECITALS 1. Pursuant to the provisions of Section 13 of the Company's 1996 Stock Incentive Plan, as amended (the "Plan"), Participant, as a Director of the Company who is not a corporate employee of the Company, has been granted the option to purchase shares of Common Stock, $.10 par value, of the Company ("Shares") on the terms and conditions set forth in this Agreement and in the Plan. 2. In addition to capitalized terms defined herein, certain capitalized terms used in this Agreement have the meanings set forth in the Plan. AGREEMENT: The Company and Participant, intending to be bound hereby, agree as follows: Section 1. OPTIONS. Participant is hereby granted the option (the "Option") to purchase 10,000 shares of Common Stock, $.10 par value, of the Company (the "Shares"), at an exercise price of $3.21875 per share (the "Option Price"). The Option shall vest and first become exercisable as to 50% of the Shares subject to this Option on and after the first anniversary of the date of this Agreement (which shall be deemed the date of grant of the Option), and 100% on and after the second anniversary of the date of grant. Section 2. EXERCISE OF OPTION. 2.1. NOTICE. If Participant wishes to purchase Shares under this Agreement, then Participant must give notice of exercise of the Option to the Company at the Company's headquarters to the attention of Nicholas Z. Alexander, Senior Vice President and Secretary. Participant must give such notice in writing and must use the form attached as Exhibit B or its substantial equivalent. The notice must have all of the blanks set forth on Exhibit B appropriately and accurately completed and Participant must include with the notice the full payment for the Shares being purchased. 2.2. PAYMENT. 2.2.1. GENERAL. Any notice of exercise shall be effective only if Participant pays to the Company the Option Price for the portion of any Option being exercised. 2.2.2. PAYMENT IN SHARES; CASHLESS EXERCISE. Subject to the provisions of the Plan, Participant may, in his sole discretion, pay all or a portion of the Option being exercised by surrender and delivery of Shares. Any such Shares delivered in full or partial payment of the Option Price shall be valued at the mean of the high and low closing price of the Shares in the Applicable Market as of the date of receipt of the Shares by the Company or, if the Shares are not then traded in an Applicable Market, the fair market value of the Shares, as determined by the Committee, on such date. In the sole discretion of the Committee, Participant may be permitted to pay all or part of the Option being exercised through a cashless exercise procedure involving a broker. 2.3. TRANSFER. 2.3.1. DELIVERY. The Company shall deliver certificates for the Shares purchased under the Options as soon as possible after receiving payment for the Shares and all documents required under the Plan and this Agreement. The certificates will be made out in the name of Participant or, if appropriate, in the name of Participant's executors, administrators, or personal representatives. 2.3.2. COMPLIANCE WITH SECURITIES LAWS. The exercise of Options and the issuance of Shares pursuant thereto shall be contingent upon the prior registration of the Shares under the Securities Act of 1933 (the "Act") and such state laws as may be applicable, or a determination by the Company that the issuance of such Shares will be a transaction exempt from such registration. Accordingly, the exercise of Options and the issuance of Shares pursuant thereto may, at the election of the Company, be contingent upon the execution and delivery by Participant of an investment letter, in form and substance satisfactory to the Company, which sets forth certain representations and covenants concerning Participant upon which the Company and its legal counsel may rely in determining the availability of any exemption from registration of the Shares under the Act and any applicable securities laws. In the event the Shares are issued without registration, the transferability of the Shares by Participant may be restricted, in which event the certificate evidencing the Shares may contain a legend stating that the Shares have not been registered and setting forth or referring to any restrictions on the transferability and sale of the Shares. 2.3.3. INTERPRETATION. This Agreement shall not be construed or executed in any way which would prevent the options granted hereunder from meeting the requirements for exemption of Section 16(b) of the Securities and Exchange Act of 1933 or subsequent comparable statutes (the "Act"), as set forth in Rule 16b-3 of the Act. Section 3. TERMINATION. Each Option will lapse on the earliest of (i) 180 days after Termination of the Participant's status as a Director, or (ii) ten years after the option was granted. Section 4. TAX CONSEQUENCES. The Company makes no representation or warranty regarding the tax consequences to Participant of receipt, ownership or exercise of Options or of sales of Shares acquired upon exercise of Options. Section 5. PLAN TO GOVERN. This Agreement is made under the provisions of the Plan and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference between the provisions of this Agreement and the provisions of the Plan, then the provisions of the Plan shall govern. By signing this Agreement, Participant confirms that Participant has received and read a copy of the Plan attached hereto as Exhibit A. Section 6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. 6.1. ADJUSTMENT FOR STOCK DIVIDEND OR STOCK SPLIT. In the event that a stock dividend is hereafter paid on outstanding Shares in Shares, or in the event that the number of outstanding Shares is hereafter increased as a result of a stock split, and the Options are then unexercised, the number of Shares subject to the Option shall thereupon be increased by that number of Shares which would have been distributed with respect to the Shares subject to the Options if the Shares subject to the Options had been outstanding at the time of the stock dividend or stock split and the Option Price shall be adjusted to reflect such increased number of Shares subject to the Options. 6.2. ADJUSTMENT FOR REORGANIZATION OR MERGER. In the event that outstanding Shares are hereafter changed into or exchanged for a different number or kind of shares of stock or securities of another corporation or corporations, whether as a result of a reorganization, recapitalization, reclassification, merger, consolidation or otherwise, and the Options are then unexercised, the Options and the Option Price shall thereupon be adjusted to cover the number and kind of Shares or securities which would have been received for the Shares subject to the Options if the Shares subject to the Options had been outstanding at the time of such reorganization, recapitalization, reclassification, merger, consolidation or any other event. 6.3. ADDITIONAL ADJUSTMENTS. In the event that there is any change in the outstanding Shares for which an adjustment is not provided by Sections 6.1. or 6.2. of this Agreement, and the Options are then unexercised, the Committee may, in its sole discretion, require an adjustment in the number or kind of Shares or securities subject to the Options and the Option Price and such adjustment shall be binding and effective for all purposes hereof. 6.4. ELIMINATION OF FRACTIONAL SHARES. Any addition or adjustment provided for in Sections 6.1, 6.2 and 6.3 hereof may be limited to the extent necessary to prevent fractions of shares from becoming available under the Options. Section 7. MISCELLANEOUS. 7.1. ENTIRE AGREEMENT. This Agreement and the Plan contain all of the understandings between the Company and Participant concerning the Options and incorporate all understandings between the Company and Participant concerning the Options and incorporate all earlier negotiations and understandings. The Company and Participant have made no promises, agreements, conditions, or understandings about the Options, either orally or in writing, that are not included in this Agreement or the Plan. 7.2. CAPTIONS. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement. 7.3. COUNTERPARTS. This Agreement may be executed in counterparts, each of which when executed by the Company and Participant shall be deemed an original and all of which together shall be deemed the same agreement. 7.4. NOTICE. Any notice or communication having to do with the Options or this Agreement shall be given by personal delivery or by certified mail, return receipt requested, addressed, if to the Company, pursuant to the notice requirements of Section 2.1 and if to Participant, at his last known address on the records of the Company. 7.5. AMENDMENT. This Agreement may be amended as provided by the Plan. 7.7. SUCCESSION AND TRANSFER. The provisions of this Agreement shall be binding upon and run to the benefit of the Company and Participant and their respective heirs, personal representatives, successors, and assigns. However, neither this Agreement nor any other right under the Plan may be assigned, pledged, hypothecated, given or otherwise transferred by Participant, except as permitted by the Plan. NAME OF PARTICIPANT ACCEL INTERNATIONAL CORPORATION /s/ David T. Chase /s/ Thomas H. Friedberg - ------------------------- -------------------------------- David T. Chase Thomas H. Friedberg Chairman of the Board, President And Chief Executive Officer EXHIBIT B NOTICE OF EXERCISE OF OPTION ACCEL INTERNATIONAL CORPORATION 475 Metro Place North, Suite 150 Dublin, Ohio 43016 Attention: Nicholas Z. Alexander, Senior Vice President and Secretary Dear Sir: On June 16, 1998, I was granted an option under the 1996 Stock Incentive Plan, as amended, of ACCEL INTERNATIONAL CORPORATION (the "Company") under which I may buy a total of 10,000 shares of Common Stock, $.10 par value of the Company ("Shares"), at a price of $3.21875 per Share. This letter is to notify you that I wish to buy the following Shares under the option: ___________________ Shares @ $3.21875 per Share: $_________________ Local, State and Federal Withholding Taxes Payable to ACCEL International Corporation: $_________________ Total (payable by certified or bank check only) $ ================= Payment in full of the amounts due as listed above is included with this notice. Please deliver the stock certificates to me as indicated below. Yours truly, _____________________________ (Participant) Name (Please Print): _________________________________________ Address: _________________________________________ _________________________________________ Area Code & Tel. No.: _________________________________________ Social Security No.: _________________________________________ EX-99.4 5 EXHIBIT 4 STOCK OPTION AGREEMENT (1996 Stock Incentive Plan, as amended June 16, 1998) THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of June 16, 1998 by and between ACCEL International Corporation, a Delaware corporation (the "Company"), and the undersigned Director of the Company ("Participant"). RECITALS 1. Pursuant to the provisions of Section 13 of the Company's 1996 Stock Incentive Plan, as amended (the "Plan"), Participant, as a Director of the Company who is not a corporate employee of the Company, has been granted the option to purchase shares of Common Stock, $.10 par value, of the Company ("Shares") on the terms and conditions set forth in this Agreement and in the Plan. 2. In addition to capitalized terms defined herein, certain capitalized terms used in this Agreement have the meanings set forth in the Plan. AGREEMENT: The Company and Participant, intending to be bound hereby, agree as follows: Section 1. OPTIONS. Participant is hereby granted the option (the "Option") to purchase 10,000 shares of Common Stock, $.10 par value, of the Company (the "Shares"), at an exercise price of $3.21875 per share (the "Option Price"). The Option shall vest and first become exercisable as to 50% of the Shares subject to this Option on and after the first anniversary of the date of this Agreement (which shall be deemed the date of grant of the Option), and 100% on and after the second anniversary of the date of grant. Section 2. EXERCISE OF OPTION. 2.1. NOTICE. If Participant wishes to purchase Shares under this Agreement, then Participant must give notice of exercise of the Option to the Company at the Company's headquarters to the attention of Nicholas Z. Alexander, Senior Vice President and Secretary. Participant must give such notice in writing and must use the form attached as Exhibit B or its substantial equivalent. The notice must have all of the blanks set forth on Exhibit B appropriately and accurately completed and Participant must include with the notice the full payment for the Shares being purchased. 2.2. PAYMENT. 2.2.1. GENERAL. Any notice of exercise shall be effective only if Participant pays to the Company the Option Price for the portion of any Option being exercised. 2.2.2. PAYMENT IN SHARES; CASHLESS EXERCISE. Subject to the provisions of the Plan, Participant may, in his sole discretion, pay all or a portion of the Option being exercised by surrender and delivery of Shares. Any such Shares delivered in full or partial payment of the Option Price shall be valued at the mean of the high and low closing price of the Shares in the Applicable Market as of the date of receipt of the Shares by the Company or, if the Shares are not then traded in an Applicable Market, the fair market value of the Shares, as determined by the Committee, on such date. In the sole discretion of the Committee, Participant may be permitted to pay all or part of the Option being exercised through a cashless exercise procedure involving a broker. 2.3. TRANSFER. 2.3.1. DELIVERY. The Company shall deliver certificates for the Shares purchased under the Options as soon as possible after receiving payment for the Shares and all documents required under the Plan and this Agreement. The certificates will be made out in the name of Participant or, if appropriate, in the name of Participant's executors, administrators, or personal representatives. 2.3.2. COMPLIANCE WITH SECURITIES LAWS. The exercise of Options and the issuance of Shares pursuant thereto shall be contingent upon the prior registration of the Shares under the Securities Act of 1933 (the "Act") and such state laws as may be applicable, or a determination by the Company that the issuance of such Shares will be a transaction exempt from such registration. Accordingly, the exercise of Options and the issuance of Shares pursuant thereto may, at the election of the Company, be contingent upon the execution and delivery by Participant of an investment letter, in form and substance satisfactory to the Company, which sets forth certain representations and covenants concerning Participant upon which the Company and its legal counsel may rely in determining the availability of any exemption from registration of the Shares under the Act and any applicable securities laws. In the event the Shares are issued without registration, the transferability of the Shares by Participant may be restricted, in which event the certificate evidencing the Shares may contain a legend stating that the Shares have not been registered and setting forth or referring to any restrictions on the transferability and sale of the Shares. 2.3.3. INTERPRETATION. This Agreement shall not be construed or executed in any way which would prevent the options granted hereunder from meeting the requirements for exemption of Section 16(b) of the Securities and Exchange Act of 1933 or subsequent comparable statutes (the "Act"), as set forth in Rule 16b-3 of the Act. Section 3. TERMINATION. Each Option will lapse on the earliest of (i) 180 days after Termination of the Participant's status as a Director, or (ii) ten years after the option was granted. Section 4. TAX CONSEQUENCES. The Company makes no representation or warranty regarding the tax consequences to Participant of receipt, ownership or exercise of Options or of sales of Shares acquired upon exercise of Options. Section 5. PLAN TO GOVERN. This Agreement is made under the provisions of the Plan and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference between the provisions of this Agreement and the provisions of the Plan, then the provisions of the Plan shall govern. By signing this Agreement, Participant confirms that Participant has received and read a copy of the Plan attached hereto as Exhibit A. Section 6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. 6.1. ADJUSTMENT FOR STOCK DIVIDEND OR STOCK SPLIT. In the event that a stock dividend is hereafter paid on outstanding Shares in Shares, or in the event that the number of outstanding Shares is hereafter increased as a result of a stock split, and the Options are then unexercised, the number of Shares subject to the Option shall thereupon be increased by that number of Shares which would have been distributed with respect to the Shares subject to the Options if the Shares subject to the Options had been outstanding at the time of the stock dividend or stock split and the Option Price shall be adjusted to reflect such increased number of Shares subject to the Options. 6.2. ADJUSTMENT FOR REORGANIZATION OR MERGER. In the event that outstanding Shares are hereafter changed into or exchanged for a different number or kind of shares of stock or securities of another corporation or corporations, whether as a result of a reorganization, recapitalization, reclassification, merger, consolidation or otherwise, and the Options are then unexercised, the Options and the Option Price shall thereupon be adjusted to cover the number and kind of Shares or securities which would have been received for the Shares subject to the Options if the Shares subject to the Options had been outstanding at the time of such reorganization, recapitalization, reclassification, merger, consolidation or any other event. 6.3. ADDITIONAL ADJUSTMENTS. In the event that there is any change in the outstanding Shares for which an adjustment is not provided by Sections 6.1. or 6.2. of this Agreement, and the Options are then unexercised, the Committee may, in its sole discretion, require an adjustment in the number or kind of Shares or securities subject to the Options and the Option Price and such adjustment shall be binding and effective for all purposes hereof. 6.4. ELIMINATION OF FRACTIONAL SHARES. Any addition or adjustment provided for in Sections 6.1, 6.2 and 6.3 hereof may be limited to the extent necessary to prevent fractions of shares from becoming available under the Options. Section 7. MISCELLANEOUS. 7.1. ENTIRE AGREEMENT. This Agreement and the Plan contain all of the understandings between the Company and Participant concerning the Options and incorporate all understandings between the Company and Participant concerning the Options and incorporate all earlier negotiations and understandings. The Company and Participant have made no promises, agreements, conditions, or understandings about the Options, either orally or in writing, that are not included in this Agreement or the Plan. 7.2. CAPTIONS. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement. 7.3. COUNTERPARTS. This Agreement may be executed in counterparts, each of which when executed by the Company and Participant shall be deemed an original and all of which together shall be deemed the same agreement. 7.4. NOTICE. Any notice or communication having to do with the Options or this Agreement shall be given by personal delivery or by certified mail, return receipt requested, addressed, if to the Company, pursuant to the notice requirements of Section 2.1 and if to Participant, at his last known address on the records of the Company. 7.5. AMENDMENT. This Agreement may be amended as provided by the Plan. 7.7. SUCCESSION AND TRANSFER. The provisions of this Agreement shall be binding upon and run to the benefit of the Company and Participant and their respective heirs, personal representatives, successors, and assigns. However, neither this Agreement nor any other right under the Plan may be assigned, pledged, hypothecated, given or otherwise transferred by Participant, except as permitted by the Plan. NAME OF PARTICIPANT ACCEL INTERNATIONAL CORPORATION /s/ John P. Redding /s/ Thomas H. Friedberg - ------------------------- -------------------------------- John P. Redding Thomas H. Friedberg Chairman of the Board, President And Chief Executive Officer EXHIBIT B NOTICE OF EXERCISE OF OPTION ACCEL INTERNATIONAL CORPORATION 475 Metro Place North, Suite 150 Dublin, Ohio 43016 Attention: Nicholas Z. Alexander, Senior Vice President and Secretary Dear Sir: On June 16, 1998, I was granted an option under the 1996 Stock Incentive Plan, as amended, of ACCEL INTERNATIONAL CORPORATION (the "Company") under which I may buy a total of 10,000 shares of Common Stock, $.10 par value of the Company ("Shares"), at a price of $3.21875 per Share. This letter is to notify you that I wish to buy the following Shares under the option: ___________________ Shares @ $3.21875 per Share: $_________________ Local, State and Federal Withholding Taxes Payable to ACCEL International Corporation: $_________________ Total (payable by certified or bank check only) $ ================= Payment in full of the amounts due as listed above is included with this notice. Please deliver the stock certificates to me as indicated below. Yours truly, _______________________________ (Participant) Name (Please Print): _________________________________________ Address: _________________________________________ _________________________________________ Area Code & Tel. No.: _________________________________________ Social Security No.: _________________________________________ -----END PRIVACY-ENHANCED MESSAGE-----