-----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, A5jnGx9D20DMpEP70B7FMlgPob47xIe5qUg0XeLJIJq/KZF8AL3l1cv8TL3eIJ6b OLsxQDz9Bq4RyGM6cRmT4g== 0000912047-96-000007.txt : 19960919 0000912047-96-000007.hdr.sgml : 19960919 ACCESSION NUMBER: 0000912047-96-000007 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960918 EFFECTIVENESS DATE: 19960918 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTWELL RE CORP CENTRAL INDEX KEY: 0000912047 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 411652573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-12203 FILM NUMBER: 96631581 BUSINESS ADDRESS: STREET 1: 300 ATLANTIC ST STREET 2: STE 400 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039617300 MAIL ADDRESS: STREET 1: 300 ATLANTIC ST STREET 2: STE 400 CITY: STAMFORD STATE: CT ZIP: 06901-3540 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 18, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- CHARTWELL RE CORPORATION (Exact name of registrant as specified in its charter) Delaware 41-1652573 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 300 Atlantic Street, Suite 400 Stamford, Connecticut 06901 (Address of registrant's principal executive offices) ------------------ CHARTWELL RE CORPORATION 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN (Full title of the plan) KATHLEEN M. CARROLL Vice President, General Counsel and Secretary CHARTWELL RE CORPORATION 300 Atlantic Street, Suite 400 Stamford, Connecticut 06901 (Name and address of agent for service) (203) 961-7300 (Telephone number, including area code, of agent for service) Copies to: PETER R. O'FLINN, ESQ. LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. 125 West 55th Street New York, New York 10019 (212) 424-8000 ------------------ CALCULATION OF REGISTRATION FEE Title of Proposed maximum Proposed maximum Amount of securities to Amount to be offering price aggregate offering registration be registered registered per unit* price* fee - -------------------------------------------------------------------------------- Common Stock, 50,000 shares $ 23.375 $ 1,168,750 $ 403.02 par value $0.01 per share ================================================================================ *Determined on the basis of the average of the reported high and low sales prices on September 12, 1996 in accordance with Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee pursuant to Rule 457(h). ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have heretofore been filed by Chartwell Re Corporation (the "Company" or "Chartwell") with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference in this Registration Statement: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. 2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996. 3. The description of the Company's common stock, par value $0.01 per share (the "Common Stock"), contained in the Company's Registration Statement on Form S-1, Registration No. 333-678, filed with the Commission on January 26, 1996, as amended on February 5, 1996, February 29, 1996 and March 4, 1996, and as updated by pertinent information furnished in subsequent reports filed pursuant to Section 13 of the Exchange Act. All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The Company hereby undertakes to provide without charge to each participant in the Chartwell Re Corporation 1996 Non-Employee Directors Stock Option Plan, on the written or oral request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this Registration Statement by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to Kathleen M. Carroll, Vice President, General Counsel and Secretary, Chartwell Re Corporation, 300 Atlantic Street, Suite 400, Stamford, Connecticut 06901, telephone number: (203) 961- 7300. Item 4. Description of Securities. Not applicable. -1- Item 5. Interests of Named Experts and Counsel. The financial statements and schedules of the Company, which are incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, have been audited by Deloitte & Touche LLP, independent public accountants, as indicated in their reports with respect thereto. Such financial statements and schedules are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. Said firm is not employed by the Company on a contingent fee basis and has no ownership or other interest in the Company or a subsidiary of the Company. Kathleen M. Carroll, Esq., whose legal opinion with respect to the securities registered hereunder is filed as Exhibit 5 hereto, is an employee of the Company and may participate in certain of the Company's stock benefit plans. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") grants each corporation thereunder, such as the Company, the power to indemnify directors and officers under certain circumstances. The Company's Amended and Restated By-Laws (as currently in effect) provide for indemnification of directors and officers to the fullest extent permitted by law. Section 145 of the DGCL provides that under certain circumstances a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Amended and Restated By-Laws of the Company provides that (i) the Company shall indemnify any person made, or threatened to be made, a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company or is or was a director or officer of the Company serving at its request as a director, officer, employee or agent of another enterprise and (ii) the Company shall pay the expenses, including attorneys' fees, reasonably incurred by a director or officer in connection with such action, suit or proceeding if such director or officer acted in good faith and in a manner such director or officer reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Company shall pay such expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding, in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified with respect to such amount by the Company. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances -2- of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Policies of insurance are maintained under which the Company's directors and officers are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such directors or officers. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. 4(a) Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-678)) 4(b) Amended and Restated By-laws of the Company, as amended (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-678)) 4(c) Chartwell Re Corporation 1996 Non-Employee Directors Stock Option Plan 5 Opinion of Kathleen M. Carroll, Esq. 23(a) Consent of Kathleen M. Carroll, Esq.(included in Exhibit 5) 23(b) Consent of Deloitte & Touche LLP 24 Powers of Attorney (see signature pages) Item 9. Undertakings. The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3)of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; -3- (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions described under Item 6 above, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in said Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in said Act and will be governed by the final adjudication of such issue. -4- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the 18th day of September, 1996. CHARTWELL RE CORPORATION By: /s/ Richard E. Cole Richard E. Cole Chairman of the Board of Directors Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of Chartwell Re Corporation whose signature follows constitutes and appoints each of RICHARD E. COLE, STEVEN J. BENSINGER, CHARLES E. MEYERS and KATHLEEN M. CARROLL as such person's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) of and supplements to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises to all intents and purposes and as fully as such person might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or a substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date or dates indicated. -5- Signature Date --------- ---- /s/ Richard E. Cole September 18, 1996 - -------------------------------------- Richard E. Cole Chairman of the Board and CEO (principal executive officer) /s/ Steven J. Bensinger September 18, 1996 - -------------------------------------- Steven J. Bensinger Director /s/ Jacques Q. Bonneau September 18, 1996 - -------------------------------------- Jacques Q. Bonneau Director /s/ David J. Callard September 18, 1996 - -------------------------------------- David J. Callard Director /s/ Robert M. DeMichele September 18, 1996 - -------------------------------------- Robert M. DeMichele Director /s/ Greg S. Feldman September 18, 1996 - -------------------------------------- Greg S. Feldman Director /s/ Stephen L. Green September 18, 1996 - -------------------------------------- Stephen L. Green Director /s/ Frank E. Grzelecki September 18, 1996 - -------------------------------------- Frank E. Grzelecki Director -6- Signature Date --------- ---- /s/ Charles E. Meyers September 18, 1996 - -------------------------------------- Charles E. Meyers Senior Vice President and Chief Financial Officer (principal financial officer) /s/ William R. Miller September 18, 1996 - -------------------------------------- William R. Miller Director /s/ Lunsford Richardson, Jr. September 18, 1996 - -------------------------------------- Lunsford Richardson, Jr. Director /s/ Richard B. Primerano September 18, 1996 - -------------------------------------- Richard B. Primerano Vice President and Controller (principal accounting officer) /s/ Stuart S. Richardson September 18, 1996 - -------------------------------------- Stuart S. Richardson Director /s/ John Sagan September 18, 1996 - -------------------------------------- John Sagan Director /s/ Bruce W. Schnitzer September 18, 1996 - -------------------------------------- Bruce W. Schnitzer Director -7- EXHIBIT INDEX Exhibit No. Page No. 4(a) Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-678)) 4(b) Amended and Restated By-laws of the Company, as amended (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-678)) 4(c) Chartwell Re Corporation 1996 Non-Employee Directors Stock Option Plan 5 Opinion of Kathleen M. Carroll, Esq. 23(a) Consent of Kathleen M. Carroll, Esq. (included in Exhibit 5) 23(b) Consent of Deloitte & Touche LLP 24 Powers of Attorney (see signature pages) -8- EX-4 2 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN EXHIBIT 4 (c) This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. The date of this document is September 1996. CHARTWELL RE CORPORATION 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN Table of Contents 1. Purposes........................................................1 2. Amount of Stock Subject to the Plan.............................1 3. Effective Date and Term of the Plan.............................2 4. Administration..................................................2 5. Eligibility.....................................................2 6. Option Grants...................................................2 7. Option Price and Payment..................... ..................3 8. Terms of Options and Limitations on the Right of Exercise.......4 9. Option Period and Exercise of Options...........................4 10. Termination of Directorship.....................................4 11. Use of Proceeds.................................................5 12. Non-Transferability of Options..................................5 13. Adjustment of Shares............................................6 14. Right to Terminate Service......................................6 15. Purchase for Investment.........................................6 16. Issuance of Stock Certificates; Legends; Payment of Expenses....7 17. Listing of Shares and Related Matters...........................7 18. Amendment of the Plan...........................................7 19. Termination or Suspension of the Plan...........................7 20. Savings Provision...............................................8 21. Governing Law...................................................8 22. Partial Invalidity..............................................8 CHARTWELL RE CORPORATION 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN 1. Purposes Chartwell Re Corporation (the "Company") desires to attract and retain the services of outstanding non-employee directors by affording them an opportunity to acquire a proprietary interest in the Company through automatic, non-discretionary awards of stock options ("Options") exercisable to purchase shares of Common Stock (as defined below), and thus to create in such directors an increased interest in and a greater concern for the welfare of the Company and its subsidiaries. The Options offered pursuant to this 1996 Non-Employee Directors Stock Option Plan (the "Plan") are a matter of separate inducement and are not in lieu of any other compensation for the services of any director. The Options granted under the Plan are intended to be options that do not meet the requirements for incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). As used in the Plan, the term "parent corporation" and "subsidiary corporation" shall mean a corporation coming within the definition of such terms contained in Sections 424(e) and 424(f) of the code, respectively. 2. Amount of Stock Subject to the Plan Options granted under the Plan shall be exercisable for shares of common stock of the Company ("Common Stock"). Initially, and for so long as the Company continues to have authorized Common Stock, par value $.01 per share ("Ordinary Common Stock"), Options granted under the Plan shall be exercisable for shares of Common Stock. If at any time there is more than one class of Common Stock, the Shares (as defined below) shall be the class designated by the Board of Directors pursuant to its authority under Section 4. The total number of shares of Common Stock authorized for issuance under the Plan upon the exercise of Options (the "Shares"), shall not exceed, in the aggregate, 50,000 of the currently authorized shares of Common Stock of the Company, such number to be subject to adjustment in accordance with Section 13. Shares which may be acquired under the Plan may be either authorized but unissued Shares, Shares of issued stock held in the Company's treasury, or both. If and to the extent that Options granted under the Plan expire or terminate without having been exercised, the Shares covered by such expired or terminated Options may again be subject to a later-granted Option under the Plan. 1 3. Effective Date and Term of the Plan The Plan shall become effective at 5:00 p.m., New York City time, on January 1, 1996 (the "Effective Date"); provided, however, that if the Plan is not approved by a vote of the stockholders of the Company at an annual meeting or any special meeting of stockholders within twelve months after the Effective Date, the Plan and any Options granted hereunder shall terminate. The Plan shall terminate at the close of business on December 31, 2006 (the "Termination Date"), unless sooner terminated in accordance with its terms. 4. Administration The Plan shall be administered by the Board of Directors of the Company (the "Board of Directors"), which may designate from among its members a committee to exercise all power and authority of the Board of Directors at any time and from time to time to administer the Plan. (References herein to the Board of Directors shall be deemed to include references to any such committee, except as the context otherwise requires.) Subject to the express provisions of the Plan, the Board of Directors shall have authority to construe the Plan and the Options granted hereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other ministerial determinations necessary or advisable for administering the Plan; provided, however, that no director shall participate in any determination to be made by the Board of Directors with respect to his or her own participation in or benefits under the Plan. The determination of the Board of Directors on matters referred to in this Section 4 shall be conclusive. 5. Eligibility All non-employee directors of the Company (including former officers or former key employees), shall be eligible to be granted Options under the Plan ("Eligible Directors"). 6. Option Grants On the Effective Date, each Eligible Director then in office shall automatically be granted an Option to purchase 1,000 Shares (subject to adjustment as provided in Section 13), subject to the approval of the Plan by the stockholders of the Company at the 1996 Annual Meeting. Thereafter, effective on the date of each annual meeting of stockholders of the Company during the term of the Plan commencing with the 1997 Annual Meeting of Stockholders, each Eligible Director then in office shall automatically be granted, immediately following each such annual meeting of stockholders of the Company, an Option to purchase 1,000 Shares (subject to adjustment as provided in Section 13), with the date of the grant to be the date of such annual meeting. 2 7. Option Price and Payment The price for each Share purchasable upon exercise of any Option granted hereunder on the Effective Date shall be an amount equal to the fair market value per Share on the Effective Date. The price for each Share purchasable upon exercise of any Option granted hereunder on the date of any annual meeting of stockholders during the term of the Plan commencing with the 1997 Annual Meeting of Stockholders shall be an amount equal to the fair market value per Share on the date of grant. For purposes of the Plan, fair market value per Share shall be determined as follows: (a) If the Shares are listed on a national securities exchange in the United States or reported on the National Association of Securities Dealers Automated Quotation System-National Market System ("NASDAQ-NMS") on any date on which the fair market value per Share is to be determined, the fair market value per Share shall be deemed to be the closing quotation at which such Shares are sold on such principal national securities exchange or reported on NASDAQ-NMS on the date the Option is granted. If the Shares are listed on a national securities exchange in the United States on such date or reported on NASDAQ-NMS but no Shares are traded on such date, or such national securities exchange or NASDAQ-NMS is not open for business on such date, the fair market value per Share shall be determined as of the closest date preceding on which the Shares were so traded. (b) If on the date any Option is granted, a regular, active public market exists (as determined in the sole discretion of the Board of Directors, whose decision shall be conclusive and binding) for the Shares but such Shares are not listed on a national securities exchange in the United States or reported on NASDAQ-NMS, the fair market value per Share shall be deemed to be the average of the closing bid and ask quotations in the over-the-counter market for such Shares in the United States on the date such Option is granted. In the event that there are no bid and ask quotations in the over-the-counter market in the United States for such Shares on the date such Option is granted, the fair market value per Share shall be determined as of the closest preceding date on which such quotations are available. For purposes of the foregoing, a market in which trading is sporadic and the ask quotations generally exceed the bid quotations by more than 15% shall not be deemed to be a "regular, active public market." If the Board of Directors determines that a regular, active public market does not exist for the Shares, the Board of Directors shall determine the fair market value per Share in its good faith judgment. Upon the exercise of an Option granted hereunder, the Company sahll cause the purchased Shares to be issued to the Eligible Director when it shall have received any one, or combination of the following:(1) the full purchase price for the Shares from the optionee in cash; (2) Common Stock (in proper form for transfer and accompanied by all requisite stock transfer tax stamps or cash inlieu thereof) already owned by such optionee and having a fair market value equal to the cash exercise price applicable to that portion of the Option being exercised by the delivery of such shares, the fair market value per each share of Common Stock so delivered to be determined as of the date 3 immediately preceding the date on which the Option is exercised in accordance with paragraphs (a) and (b) of this Section 7, or as may be required in order to comply with or to conform to the requirements of any applicable laws or regulations or (3) written notice to the Company to withhold from those shares of Common Stock that would otherwise be obtained upon such stock option exercise, a number of shares having a fair market value on the date of exercise equal to the option exercise price. 8. Terms of Options and Limitations on the Right of Exercise To the extent that an Option is not exercised within the period of exercisability specified therein, it shall expire as to the then unexercised part. In no event shall an Option granted hereunder be exercised for a fraction of a Share or for less than one hundred Shares (unless the number purchased is the total balance for which the Option is then exercisable). A person entitled to receive Shares upon the exercise of an Option shall not have the rights of a stockholder with respect to such Shares until the date of issuance of a stock certificate to him or her for such Shares; provided, however, that until such stock certificate is issued, any holder of an Option using previously acquired shares of Common Stock in payment of an Option exercise price shall continue to have the rights of a stockholder with respect to such previously acquired shares of Common Stock. 9. Option Period and Exercise of Options An Option granted to any Eligible Director shall not be exercisable for six (6) months following the date of grant of such Option and shall be exercisable for the period ending ten (10) years from the date of such grant, except to the extent such exercise is further limited or restricted pursuant to the provisions hereof. Subject to the express provisions of the Plan, Options granted under the Plan shall be exercised by the optionee as to all or part of the Shares covered thereby by the giving of written notice of the exercise thereof to the Corporate Secretary of the Company at the principal business office of the Company, specifying the number of Shares to be purchased, whether the payment is proposed to be in the form of cash or shares of Common Stock and specifying a business day of the Company which is not more than ten (10) days from the date such notice is given for the payment of the purchase price against delivery of the Shares being purchased. Subject to the terms of Sections 15, 16 and 17, the Company shall cause certificates for the Shares so purchased to be delivered at the principal business office of the Company, against payment of the full purchase price, on the date specified in the notice of exercise. 10. Termination of Directorship If an Eligible Director's service as a director of the Company is terminated, any 4 Option previously granted to such Eligible Director shall, to the extent not theretofore exercised, terminate and become null and void; provided, however, that: (a) if an Eligible Director holding an outstanding Option dies, including during either the three (3) month or one (1) year period, whichever is applicable, specified in clause (b) immediately below, such Option shall, to the extent not theretofore exercised, remain exercisable for one (1) year after such Eligible Director's death, by such Eligible Director's legatee, distributee, guardian or legal or personal representative; and (b) if the service with the Company of an Eligible Director holding an outstanding Option is terminated by reason of (i) such Eligible Director's disability (as described in Section 22(e) (3) of the Code), (ii) voluntary retirement from service as a director of the Company or (iii) failure of the Company to nominate for re-election such Eligible Director who is otherwise eligible, except if such failure to nominate for re-election is due to any act of (A) fraud or intentional misrepresentation or (B) embezzlement, misappropriation or conversion of assets or opportunities of the Company or any subsidiary corporation or parent corporation of the Company (in which case, such Option shall terminate and no longer be exercisable), such Option shall, to the extent not theretofore exercised, remain exercisable for (X) three (3) months after the date of such termination of service in the case of termination by reason of voluntary retirement or failure of the Company to nominate for re-election such Eligible Director who is otherwise eligible, subject to the above exceptions thereto stated in this clause (b), and (Y) one (1) year after the date of termination of service in the case of termination by reason of disability. In no event, however, shall an Eligible Director be entitled to exercise any Option after the expiration of the period of exercisability of such Option, as specified therein. 11. Use of Proceeds The cash proceeds from the sale of Shares subject to the Options granted hereunder are to be added to the general funds of the Company and used for its general corporate purposes as the Board of Directors shall determine. 12. Non-Transferability of Options An Option granted hereunder shall not be transferable, whether by operation of law or otherwise, other than by will or the laws of descent and distribution pursuant to clause (a) of Section 10. Except to the extent provided above, Options also may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. 5 13. Adjustment of Shares Notwithstanding any other provision contained herein, in the event of any change in the Shares subject to the Plan or to any Option granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or other like change in the capital structure of the Company), an adjustment shall be made to each outstanding Option to the effect that each such Option shall thereafter be exercisable for such securities, cash and/or other property as would have been received in respect of the Shares subject to such Option had such Option been exercised in full immediately prior to such change, and such an adjustment shall be made successively each time any such change shall occur. The term "Shares" after any such change shall refer to the securities, cash and/or property then receivable upon exercise of an Option. In addition, in the event of any such change, the Board of Directors shall make any further adjustment to the maximum number of Shares which may be acquired under the Plan pursuant to the exercise of Options, the maximum number of shares for which Options may be granted to any one (1) Eligible Director and the number of Shares and price per Share subject to outstanding Options as shall be equitable to prevent dilution or enlargement of rights under such Options, and the determination of the Board of Directors as to these matters shall be conclusive and binding on the optionee. 14. Right to Terminate Service The Plan shall not impose any obligation on the Company or on any subsidiary corporation or parent corporation thereof to continue the service of any director holding Options and shall not impose any obligation on the part of any director holding Options to remain in the service of the Company or of any subsidiary corporation or parent corporation thereof. 15. Purchase for Investment Except as hereinafter provided, the Board of Directors may require the holder of an Option granted hereunder, as a condition to exercise of such Option in the event the Shares subject to such Option are not registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, to execute and deliver to the Company a written statement, in form satisfactory to the Board of Directors, in which such holder (a) represents and warrants that such holder is purchasing or acquiring the Shares acquired thereunder for such holder's own account for investment only and not with a view to the resale or distribution thereof in violation of any federal or state securities laws and (b) agrees that any subsequent resale or distribution of any of such Shares shall be made only pursuant to either (i) an effective registration statement covering such Shares under the Securities Act and applicable state securities laws or (ii) specific exemptions from the registration requirements of the Securities Act and any applicable state securities laws, based on a written opinion of counsel, in form and substance satisfactory to counsel for the Company, as to the application thereto of any such exemptions. Nothing herein shall be construed as requiring the Company to register Shares 6 subject to any Option under the Securities Act or any state securities law and, to the extent deemed necessary by the Company, Shares issued upon exercise of an Option may contain a legend to the effect that registration rights have not been granted with respect to such Shares. 16. Issuance of Stock Certificates; Legends; Payment of Expenses The Company may endorse such legend or legends upon the certificates for Shares issued upon exercise of Options granted pursuant to the Plan and may issue such "stop transfer" instructions to its transfer agent in respect of such Shares as the Board of Directors, in its discretion, determines to be necessary or appropriate to (a) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or (b) implement the provisions of the Plan and any agreement between the Company and the optionee or grantee with respect to such Shares. The Company shall pay all issue and transfer taxes with respect to the issuance or transfer of Shares, as well as all fees and expenses necessarily incurred by the Company in connection with such issuance or transfer. All Shares issued as provided herein shall be fully paid and nonassessable to the extent permitted by law. 17. Listing of Shares and Related Matters If at any time the listing, registration or qualification of the Shares subject to an Option on any securities exchange or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of the Option, or the issuance of Shares thereunder, such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained. 18. Amendment of the Plan The Board of Directors may, from time to time, amend the Plan, provided that no amendment shall be made without the approval of the stockholders of the Company that will (a) increase the total number of Shares reserved for Options under the Plan (other than an increase resulting from an adjustment provided for in Section 13), (b) modify the provisions of the Plan relating to eligibility, or (c) materially increase the benefits accruing to participants under the Plan. Notwithstanding any other provision hereof, in no event shall the provisions of the Plan be amended more than one time in any six-month period, other than to comport with changes to the applicable law or the rules promulgated thereunder. 19. Termination or Suspension of the Plan The Board of Directors may at any time suspend or terminate the Plan. Options may not be granted while the Plan is suspended or after it is terminated. Rights and obligations 7 under any Option granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except upon the consent of the person to whom the Option was granted. The ministerial power of the Board of Directors to construe and administer any Options under Section 4 that are granted prior to the termination or the suspension of the Plan shall continue after such termination or during such suspension. 20. Savings Provision With respect to all participants in the Plan, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 (or any successor provision) under the Exchange Act. To the extent any provision of the Plan term of any Option or action by the Board of Directors fails to so comply, it shall be deemed amended so as to be consistent with the requirements of said Rule 16b-3 and, to the extent such amendment shall not suffice for purposes of such compliance, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Board of Directors. 21. Governing Law The Plan, such Options as may be granted hereunder and all related matters shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware from time to time in effect. 22. Partial Invalidity The invalidity or illegality of any provision herein shall not be deemed to affect the validity of any other provision. 8 EX-5 3 OPINION OF COUNSEL EXHIBIT 5 September 18, 1996 Chartwell Re Corporation 300 Atlantic Street Suite 400 Stamford, CT 06901 Ladies and Gentlemen: I am familiar with the 1996 Non-Employee Directors Stock Option Plan (the "Stock Option Plan") of Chartwell Re Corporation, a Delaware corporation ("Chartwell"), under which 50,000 shares of common stock, $.01 par value per share (the "Shares"), have been authorized for issuance by Chartwell. I have acted as counsel to Chartwell in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") with respect to the registration under the Act of the Shares. In this connection, I have examined such records, documents and proceedings as I have deemed relevant and necessary as a basis for the opinion expressed herein. Based upon the foregoing, I am of the opinion that Shares have been duly authorized for issuance under the Stock Option Plan by all proper corporate action and, when the Registration Statement shall have become and remain effective for the purpose of the issue and sale of the Shares and when such Shares shall have been issued to the optionees pursuant to the Stock Option Plan and when Chartwell's policies relating thereto and any conditions or restrictions relating thereto shall have been satisfied, such Shares will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Kathleen M. Carroll - ----------------------- Kathleen M. Carroll Vice President, General Counsel and Secretary EX-23 4 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23(b) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Chartwell Re Corporation on Form S-8 of our report dated February 2, 1996 appearing in the Annual Report on Form 10-K of Chartwell Re Corporation for the year ended December 31, 1995 and to the reference to us under Item 5 "Interests of Named Experts and Counsel" in the Prospectus, which is part of this Registration Statement. DELOITTE & Touche LLP Parsippany, New Jersey September 11, 1996 -----END PRIVACY-ENHANCED MESSAGE-----