AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 2001
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Exact name of Registrant as specified in its charter)
BERMUDA 94-2708455
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
80 SOUTH MAIN STREET
HANOVER, NEW HAMPSHIRE 03755-2053
(Address of Principal Executive Offices)
----------------------
ONEBEACON INSURANCE SUPPLEMENTAL PLAN
(full title of plan)
----------------------
J. BRIAN PALMER
CHIEF ACCOUNTING OFFICER
WHITE MOUNTAINS INSURANCE GROUP, LTD.
80 SOUTH MAIN STREET
HANOVER, NEW HAMPSHIRE 03755-2053
(603) 643-1567
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE
- ------------------------------------------------------------------------------- ------------------------------------
Common Shares, par value $1.00 per 200,000 [1] $346.50 [2] $69,300,000 [2] $17,325
share
- ------------------------------------------------------------------------------- ------------------------------------
[1] Amount to be registered will include an indeterminate additional number
which may be issuable pursuant to the antidilution provisions of the OneBeacon
Insurance Supplemental Plan.
[2] Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended,
and based on the average of the high and low prices of the Registrant's Common
Shares reported on the New York Stock Exchange on August 24, 2001.
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 have been or will be sent or given to participating employees as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). These documents and the documents incorporated by reference into this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by White Mountains Insurance Group,
Ltd. (the "Registrant") (Commission file no. 1-8993) pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby are incorporated
in this Registration Statement by reference:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000 (the "2000 Form 10-K") and the Registrant's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2001 and June 30,
2001;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2000; and
(c) description of the Registrant's common shares, par value $1.00 per
share, contained in the Registrant's Form 8-A filed December 16, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Any statement contained herein or in any 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 or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 33 of the Registrant's Bye-laws (the "Bye-laws") provides that
the Registrant will indemnify its officers and directors to the fullest extent
possible under the Bermuda Companies Act of 1981 (as amended from time to time,
the "Companies Act"). Without limiting the foregoing, the directors, secretary
and other officers (including any alternate director or any person appointed to
any committee by the board of directors or any person who is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan)) and every one of
them, and their heirs, executors and administrators, shall be indemnified and
secured harmless out of the assets of the Registrant from and against all
actions, costs, charges, losses, damages and expenses which they or any of them,
their heirs, executors or administrators, shall or may incur or sustain by or by
reason of any act done, concurred in or omitted (actual or alleged) in or about
the execution of their duty, or supposed duty, or in their respective offices or
trusts, and none of them shall be answerable for the acts, receipts, neglects or
defaults of the others of them or for joining in any receipts for the sake of
conformity, or for any bankers or other persons with whom any moneys or effects
belonging to the Registrant shall or may be lodged or deposited for safe
custody, or for insufficiency or deficiency of any security upon which any
moneys of or belonging to the Registrant shall be placed out on or invested, or
for any other loss, misfortune or damage which may happen in the execution of
their respective offices or trusts, or in relation thereto, provided that this
indemnity shall not extend to any matter in respect of which such person is, or
may be, found guilty of fraud or dishonesty.
The Registrant may purchase and maintain insurance to protect itself
and any director, officer or other person entitled to indemnification pursuant
to the Bye-laws to the fullest extent permitted by law.
All reasonable expenses incurred by or on behalf of any person entitled
to indemnification pursuant to Section 33 of the Bye-laws in connection with any
proceeding shall be advanced to such person by the Registrant within twenty (20)
business days after the receipt by the Registrant of a statement or statements
from such person requesting such advance or advances from time to time, whether
prior to or after final disposition of such proceeding. Such statement or
statements shall reasonably evidence the expenses incurred by such person and,
if required by law or requested by the Registrant at the time of such advance,
shall include or be accompanied by an undertaking by or on behalf of such person
to repay the amounts advanced if it should ultimately be determined that such
person is not entitled to be indemnified against such expenses pursuant to the
Bye-laws.
The right of indemnification and advancement of expenses provided in
the Bye-laws shall not be exclusive of any other rights to which those seeking
indemnification may otherwise be entitled, and the provisions of the Bye-laws
shall inure to the benefit of the heirs and legal representatives of any person
entitled to indemnity under the Bye-laws and shall be applicable to proceedings
commenced or continuing after the adoption of the Bye-laws, whether arising from
acts or omissions occurring before or after such adoption. Any repeal or
modification of the foregoing provisions of Section 33 of the Bye-laws shall not
adversely affect any right or protection existing at the time of such repeal or
modification.
Section 98 of the Companies Act provides that the Registrant may
indemnify its directors and officers in their capacity as such in respect of any
loss arising or liability attached to them by virtue of any rule of law in
respect of any negligence, default, breach of duty or breach of trust of which a
director or officer may be guilty in relation to the Registrant other than his
or her own fraud or dishonesty. Bermuda law permits the Registrant to indemnify
a director or officer against any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgment is given in his favor
or in which he is acquitted or when other similar relief is granted to him.
Insurance is maintained on a regular basis against liabilities arising
on the part of directors and officers out of their performance in such
capacities or arising on the part of the Registrant out of its foregoing
indemnification provisions, subject to certain exclusions and to the policy
limits.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are furnished with this Registration Statement:
EXHIBIT NO. DESCRIPTION
----------- -----------
(4)(a) Memorandum of Continuance of the Registrant (incorporated by reference to
Exhibit (3)(i) of the Registrant's current report on Form 8-K filed
November 1, 1999 (Commission file number 1-8993)).
(4)(b) Bye-Laws of the Registrant (incorporated by reference to Exhibit 3(ii) of
the Registrant's current report on Form 8-K filed November 1, 1999
(Commission file number 1-8993)).
(4)(c) OneBeacon Insurance Supplemental Plan, as amended.
(5)(a) Opinion of Conyers Dill & Pearman.
(23)(a) Consent of PricewaterhouseCoopers.
(23)(b) Consent of PricewaterhouseCoopers LLP.
(23)(c) Consent of KPMG LLP.
(23)(d) Consent of Conyers Dill & Pearman (included in Exhibit (5)(a)).
(24)(a) Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(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;
(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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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 which remain unsold at the
termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT. 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 Town of Hanover, State of New Hampshire, on August 27, 2001.
WHITE MOUNTAINS INSURANCE
GROUP, LTD.
By /s/ J. BRIAN PALMER
-------------------------------
J. Brian Palmer
Title: Chief Accounting Officer
DIRECTORS AND OFFICERS OF THE REGISTRANT. Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed below
by the following persons in the capacities indicated and on the dates indicated
below.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ K. THOMAS KEMP President August 27, 2001
------------------- (Principal Executive Officer)
K. Thomas Kemp
/s/ DENNIS P. BEAULIEU Vice President and Treasurer August 27, 2001
----------------------------------- (Principal Financial Officer)
Dennis P. Beaulieu
/s/ J. BRIAN PALMER Chief Accounting Officer August 27, 2001
----------------------------------- (Principal Accounting Officer)
J. Brian Palmer
SIGNATURES TITLE DATE
---------- ----- ----
* Chairman, Director August 27, 2001
-----------------------------------
John J. Byrne
* Director August 27, 2001
-----------------------------------
Patrick M. Byrne
* Director August 27, 2001
-----------------------------------
Howard L. Clark, Jr.
* Director August 27, 2001
-----------------------------------
Robert P. Cochran
* Director August 27, 2001
-----------------------------------
George J. Gillespie III
*
----------------------------------- Deputy Chairman, Director August 27, 2001
Gordon S. Macklin
* Director August 27, 2001
-----------------------------------
Frank A. Olson
* Director August 27, 2001
-----------------------------------
Steven E. Fass
/S/ K. THOMAS KEMP President, Director August 27, 2001
-----------------------------------
K. Thomas Kemp
* Director August 27, 2001
-----------------------------------
Joseph S. Steinberg
* Director August 27, 2001
-----------------------------------
John D. Gillespie
* Director August 27, 2001
-----------------------------------
Raymond Barrette
* Director August 27, 2001
-----------------------------------
Arthur Zankel
*executed by: /s/ K. THOMAS KEMP
--------------------
K. Thomas Kemp,
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
(4)(a) Memorandum of Continuance of the Registrant (incorporated by reference to
Exhibit (3)(i) of the Registrant's current report on Form 8-K filed
November 1, 1999 (Commission file number 1-8993)).
(4)(b) Bye-Laws of the Registrant (incorporated by reference to Exhibit 3(ii) of
the Registrant's current report on Form 8-K filed November 1, 1999
(Commission file number 1-8993)).
(4)(c) OneBeacon Insurance Supplemental Plan, as amended.
(5)(a) Opinion of Conyers Dill & Pearman.
(23)(a) Consent of PricewaterhouseCoopers.
(23)(b) Consent of PricewaterhouseCoopers LLP.
(23)(c) Consent of KPMG LLP.
(23)(d) Consent of Conyers Dill & Pearman (included in Exhibit (5)(a)).
(24)(a) Powers of Attorney.
Exhibit 4(c)
CGU SUPPLEMENTAL PENSION AND SAVINGS PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1999)
CGU SUPPLEMENTAL PENSION AND SAVINGS PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1999)
TABLE OF CONTENTS
PAGE
----
1. PURPOSE.................................................................................................1
2. DEFINITIONS.............................................................................................1
3. PARTICIPATION...........................................................................................6
4. ACCOUNTS................................................................................................7
5. INVESTMENT OF ACCOUNTS..................................................................................7
6. PAYMENT OF ACCOUNTS.....................................................................................8
7. SPECIAL DEFERRAL ELECTION; PAST DEFERRAL ELECTIONS......................................................9
8. DISTRIBUTION ON ACCOUNT OF UNFORESEEABLE EMERGENCY.....................................................10
9. BENEFICIARY DESIGNATION................................................................................11
10. SPECIAL SUPPLEMENTAL BENEFIT...........................................................................12
11. PAYMENT TO GUARDIAN....................................................................................12
12. WITHHOLDING; PAYROLL TAXES.............................................................................12
13. SOURCE OF FUNDS........................................................................................13
14. BENEFITS COMMITTEE.....................................................................................13
15. CLAIMS PROCEDURE.......................................................................................14
16. NONALIENATION OF BENEFITS..............................................................................15
17. AMENDMENT AND TERMINATION..............................................................................15
18. PARTICIPATING EMPLOYERS................................................................................16
19. NO CONTRACT OF EMPLOYMENT..............................................................................16
20. APPLICABLE LAW.........................................................................................16
21. SUCCESSORS.............................................................................................16
22. HEADINGS...............................................................................................17
23. NUMBER AND GENDER......................................................................................17
i
CGU SUPPLEMENTAL PENSION AND SAVINGS PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1999)
WHEREAS, General Accident Insurance Company of America ("General
Accident") adopted the General Accident Insurance Supplemental Retirement and
Savings Plan (the "Plan"), originally effective May 1, 1985, and the General
Accident Group Executive Annual Incentive Plan (the "GA Incentive Plan"),
originally effective January 1, 1980;
WHEREAS, General Accident most recently amended and restated the Plan,
effective July 1, 1998;
WHEREAS, Commercial Union Insurance Company ("Commercial Union"), an
affiliate of General Accident, maintains the Commercial Union Insurance Company
Excess Benefit Plan, originally effective January 1, 1987, and the Commercial
Union Insurance Company Excess Savings Plan, originally effective July 1, 1991
(collectively, the "CU Plans");
WHEREAS, CGU plc (the ultimate foreign parent of Commercial Union)
acquired the common stock of General Accident plc (the ultimate foreign parent
of General Accident), effective June 2, 1998; and
WHEREAS, General Accident and Commercial Union desire to merge the GA
Incentive Plan and the CU Plans with and into the Plan, with General Accident as
plan sponsor, and to rename the merged Plan the "CGU Supplemental Pension and
Savings Plan," effective January 1, 1999; and
WHEREAS, General Accident desires to amend and restate the Plan to
provide for the merger of the GA Incentive Plan and the CU Plans with and into
the Plan, to change the name of the Plan, and to make certain other changes;
NOW THEREFORE, effective as of January 1, 1999, General Accident hereby
amends and restates the Plan in its entirety, as follows:
1. PURPOSE. This Plan is maintained for the purpose of (i) providing
retirement benefits for certain employees of the Company which would otherwise
be unavailable by reason of certain provisions of law applicable to the Savings
Plan and the Pension Plan and (ii) giving certain employees of the Company the
opportunity to defer additional amounts of compensation. This Plan is to be
unfunded and is maintained "primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees,"
within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended.
2. DEFINITIONS
(a) "ACCOUNT" means an account established under Section 4,
and maintained under this Plan solely as a bookkeeping entry for each
Participant, to which the Participant's deferred amounts under this Plan are
credited and from which distributions to the Participant or his beneficiary are
made.
(b) "ADDITIONAL DEFERRAL AMOUNT" means for a Plan Year a
Participant's Salary plus Excess Salary plus Salary Continuation Payments, the
total amount multiplied by his Additional Deferral Percentage.
(c) "ADDITIONAL DEFERRAL PERCENTAGE" means for a Plan Year the
percentage of a Participant's Salary plus Excess Salary plus Salary Continuation
Payments that the Participant has authorized for deferral, on a before-tax
basis, to his Account. A Participant's Additional Deferral Percentage may be any
whole percentage between one percent and seven percent, inclusive, as elected by
the Participant in the Deferral Agreement. However, a former Participant in the
General Accident Insurance Supplemental Retirement and Savings Plan who is
notified on or before December 31, 1998 that his employment with the Company and
all affiliated entities will be terminated before September 30, 1999 as a direct
consequence of the acquisition of the common stock of General Accident plc by
CGU plc may make (or continue) an Additional Deferral Percentage of up to 10%,
provided that his total deferrals to the Savings Plan and/or this Plan may not
exceed 26%.
(d) "AFTER-TAX PERCENTAGE" means for a Plan Year the
percentage of a Participant's Salary that the Participant has authorized for
deposit, on an after-tax basis, in the Savings Plan as of the December 31
immediately preceding the commencement of the Plan Year. No change in the
percentage during the Plan Year for purposes of the Savings Plan shall be
effective with respect to this Plan (except that if the change is still in
effect on the following December 31, it will apply to the next Plan Year under
the preceding sentence).
(e) "ANNUAL BENEFIT LIMIT" means the limit described in
section 415(b) of the Code (modified for any Plan Year to reflect the
cost-of-living adjustment under section 415(d) of the Code for such Plan Year
and modified to reflect the compensation limit of section 401(a)(17) of the Code
after applying the cost-of-living adjustment for such limit for such Plan Year).
(f) "BEFORE-TAX PERCENTAGE" means for a Plan Year the
percentage of a Participant's Salary that the Participant has authorized for
deposit, on a before-tax basis pursuant to sections 401(k) and 402(e)(3) of the
Code, in the Savings Plan as of the December 31 immediately preceding the
commencement of the Plan Year. No change in the percentage during the Plan Year
for purposes of the Savings Plan shall be effective with respect to this Plan
(except that if the change is still in effect on the following December 31, it
will apply to the next Plan Year under the preceding sentence).
(g) "BENEFITS COMMITTEE" means the Committee appointed to
administer the Plan under Section 14.
(h) "BOARD OF DIRECTORS" means the Board of Directors of
General Accident.
(i) "CODE" means the Internal Revenue Code of 1986, as
amended.
(j) "COMPANY" means General Accident and its affiliates that
have adopted the Plan pursuant to Section 18.
(k) "DEFERRAL AGREEMENT" means the agreement filed by a
Participant with respect to his participation in the Plan in substantially the
form set forth in Exhibit A hereto.
2
(l) "EXCESS BEFORE-TAX AND COMPANY MATCHING AMOUNT" means for
a Plan Year the sum of (1) plus (2):
(1) is the sum of (A) plus (B):
(A) is, for as long as a Participant is an
employee performing services for the Company, the excess (if
any) of (i) the Participant's Before-Tax Percentage multiplied
by his Salary over (ii) $10,000 (as adjusted from time to time
under section 402(g)(5) of the Code); and
(B) is, for as long as the Participant is
not performing services for the Company but is receiving
Salary Continuation Payments from the Company, the
Participant's Before-Tax Percentage multiplied by his Salary
Continuation Payments.
(2) is the sum of (A) plus (B) multiplied by (C) and
then minus (D):
(A) is 100 percent of the first two
percentage points of the sum of the Participant's After-Tax
Percentage plus his Before-Tax Percentage;
(B) is 50 percent of the next four
percentage points of the sum of the Participant's After-Tax
Percentage plus his Before-Tax Percentage;
(C) is his Salary plus his Salary
Continuation Payments (if any); and
(D) is the "Company Matching Contributions"
(as defined in the Savings Plan) made to his account under the
Savings Plan.
(m) "FINAL AVERAGE COMPENSATION" means a Participant's "Final
Average Compensation" (as defined in the Pension Plan).
(n) "EXCESS 415 AMOUNT" means for a Plan Year the excess (if
any) of (i) the allocations (including "Company Matching Contributions" as
defined in the Savings Plan) that would have been made under the following
sentence with respect to a Participant under the Savings Plan if the Savings
Plan had not been subject to the dollar limit described in section 415(c)(1)(A)
of the Code over (ii) such dollar limit. In calculating the Excess 415 Amount,
no change in a Participant's After-Tax Percentage or Before-Tax Percentage
during the Plan Year for purposes of the Savings Plan shall be effective with
respect to this Plan.
(o) "EXCESS SALARY" means the excess, if any, of (i) a
Participant's Salary for the Plan Year, but without any reduction to reflect the
compensation limit of section 401(a)(17) of the Code, over (ii) the compensation
limit of section 401(a)(17) of the Code applicable for the
3
Plan Year. "Excess Salary" shall not include any portion of a Participant's
Salary Continuation Payments.
(p) "EXCESS SALARY AMOUNT" means the sum of the following:
(1) the Participant's After-Tax Percentage multiplied
by his Excess Salary; plus
(2) the Participant's Before-Tax Percentage
multiplied by his Excess Salary; plus
(3) 100 percent of the first two percentage points of
the sum of the Participant's After-Tax Percentage plus his Before-Tax
Percentage; plus 50 percent of the next four percentage points of the sum of the
Participant's After-Tax Percentage plus his Before-Tax Percentage; the result
multiplied by his Excess Salary.
(q) "GENERAL ACCIDENT" means General Accident Insurance
Company of America, a Pennsylvania corporation.
(r) "INCENTIVE AMOUNT" means for a Plan Year that portion or
all of a Participant's bonus payable in the Plan Year under the CGU Management
Incentive Plan and/or the CGU Long-Term Incentive Plan that the Participant
elects, pursuant to the Deferral Agreement, to defer to this Plan.
(s) "MEMBER" shall mean a member of the Pension Plan whose
benefit under the Pension Plan is limited by the Annual Benefit Limit and/or by
section 401(a)(17) of the Code, provided such member is also a Senior Executive.
(t) "PARTICIPANT" means for a Plan Year a Senior Executive who
elects to participate in the Plan under Section 3. Notwithstanding the
foregoing, each Senior Executive shall be a Participant in this Plan for
purposes of the supplemental pension or spouse's survivor annuity described in
Section 10, without regard to any election to participate in this Plan under
Section 3.
(u) "PENSION PLAN" means the CGU Pension Plan, as amended from
time to time.
(v) "PLAN" means this CGU Supplemental Pension and Savings
Plan, as amended and restated effective January 1, 1999, and as it may be
further amended from time to time.
(w) "PLAN YEAR" means the 12-month period beginning January 1
and ending December 31.
(x) "PRE-PARTICIPATION COMPANY MATCHING AMOUNT" means the sum
of (A) plus (B) multiplied by (C):
4
(A) is 100 percent of the first two percentage points
of the Participant's Additional Deferral Percentage;
(B) is 50 percent of the next four percentage points
of the Participant's Additional Deferral Percentage; and
(C) is the sum of the Participant's Salary and Excess
Salary for the Plan Year(s) or portion thereof during which the Participant is
excluded from participation in the Savings Plan by the eligibility rules of
Section 2.01 of the Savings Plan or any successor thereto.
(y) "SALARY" means a Participant's "Salary" (as defined in the
Savings Plan) for the Plan Year, reduced as necessary to reflect the
compensation limit of section 401(a)(17) of the Code.
(z) "SALARY CONTINUATION PAYMENTS" means a Participant's
salary continuation payments from the Company, paid while the Participant is not
performing services for the Company on account of disability, leave of absence,
or severance; but without any reduction to reflect amounts deferred to this
Plan.
(aa) "SAVINGS PLAN" means the CGU Savings Plan, as amended
from time to time.
(bb)"SENIOR EXECUTIVE" means (i) an employee of the Company
currently performing services for the Company, or (ii) an individual who is no
longer performing services for the Company but who is currently receiving Salary
Continuation Payments (but only until the date the final Salary Continuation
Payment is made to such individual):
(1) who holds one of the following positions:
(A) Chairman;
(B) Chief Executive Officer;
(C) President;
(D) Senior Vice President; or
(2) Any other executive whose rate of Salary plus
Excess Salary as of the first day of the Plan Year equals $160,000 or more; or
(3) whose position is not listed in paragraph (1)
above and who is not described in paragraph (2) above, but who, by virtue of his
position or compensation level, is designated by the Chief Executive Officer of
General Accident as also a member of the "select group" described in Section 1.
(cc)"TRUST" means the trust established to accept and hold
assets, subject to the claims of the Company's creditors in the event of the
Company's "Insolvency" (as defined in the
5
trust agreement establishing the Trust), until paid to Participants and their
beneficiaries as specified in this Plan.
(dd)"TRUSTEE" means the trustee designated in the trust
agreement establishing the Trust.
3. PARTICIPATION
(a) PARTICIPATION ELECTION
(1) NEWLY-HIRED SENIOR EXECUTIVE. A newly-hired
Senior Executive may elect to participate in the Plan by filing with the Company
a Deferral Agreement - for services to be performed subsequent to the election -
during the period beginning with such Senior Executive's date of hire by the
Company and ending with the 30th day after such date of hire.
(2) NEWLY-PROMOTED OR NEWLY-DESIGNATED SENIOR
EXECUTIVE. If an employee of the Company first becomes a Senior Executive after
his date of hire, or is designated (pursuant to Section 2(bb)(3)) a Senior
Executive after his date of hire, he may elect to participate in the Plan - for
services to be performed subsequent to the election - during the period
beginning with the first date on which such employee is classified or designated
as a Senior Executive and ending with the 30th day after such date.
(3) LATER ELECTION. A Senior Executive who does not
elect to participate in the Plan during the 30-day period described above that
is applicable to him, may subsequently elect to participate by filing with the
Company a Deferral Agreement before the beginning of the first Plan Year of his
participation.
(b) REASON FOR PARTICIPATION. A Senior Executive shall specify
in the Deferral Agreement whether his participation in the Plan relates to his
Excess Before-Tax and Company Matching Amount and/or Excess 415 Amount and/or
Excess Salary Amount and/or Additional Deferral Amount and/or Incentive Amount
and/or Pre-Participation Company Matching Amount. Notwithstanding the foregoing,
any Senior Executive who is excluded from participation in the Savings Plan may
only make Additional Deferral Amounts and Incentive Amounts to, and receive
Pre-Participation Company Matching Amounts under, this Plan.
(c) IRREVOCABILITY OF DEFERRAL AGREEMENT; UNFORESEEABLE
EMERGENCY. A Deferral Agreement, once filed, shall be irrevocable as to the
initial Plan Year to which it relates, and as to any later Plan Years that begin
before the Deferral Agreement is revoked or modified. Further, a Deferral
Agreement, once filed, shall be irrevocable as to all Plan Years with respect to
the "Benefit Commencement Election" and "Benefit Form Election" made thereunder.
Notwithstanding the first sentence of this subsection (c), the Benefits
Committee or its appointed representative, in its sole discretion, may permit a
Participant who experiences an "unforeseeable emergency" (as defined in Section
8(c)) to reduce the amount he defers for the remainder of a
6
Plan Year. If the Participant is a member of the Benefits Committee, he shall
take no part in any decision of the Benefits Committee under this subsection
(c).
4. ACCOUNTS. The Company shall establish an Account on behalf of each
Participant in the Plan. As soon as practicable following the end of each
payroll period, the Company shall credit to each Participant's Account, as
specified in each Participant's Deferral Agreement:
(a) the Participant's Excess Before-Tax and Company Matching
Amount (if any) attributable to Salary or Salary Continuation Payments paid in
the payroll period; plus
(b) the Participant's Excess 415 Amount (if any) for the
payroll period; plus
(c) the Participant's Excess Salary Amount (if any)
attributable to Excess Salary paid in the payroll period; plus
(d) the Participant's Additional Deferral Amount (if any) for
the payroll period; plus
(e) the Participant's Incentive Amount (if any) for the
payroll period; plus
(f) the Participant's Pre-Participation Company Matching
Amount (if any) for the payroll period.
5. INVESTMENT OF ACCOUNTS
(a) PARTICIPANT-DIRECTED INVESTMENTS; INVESTMENT FUNDS.
Subject to subsections (c), (d), and (e) below, a Participant may direct the
Trustee as to the investment of the amounts credited to his Account, including
future deferred amounts and/or amounts already credited to his Account, by
electing to invest such amounts (with a minimum of 10 percent for any single
investment fund), in any of the investment funds offered by The Vanguard Group,
Inc. which the Benefits Committee authorizes as deemed investments under this
Plan. The Benefits Committee, in its discretion, may discontinue the
availability of any investment fund and/or make additional funds available.
(b) CHANGES IN ELECTION; INVESTMENT RETURN; DEFAULT FUND.
Subject to subsection (c) below, the Participant may change his investment
elections, with respect to both future deferred amounts and/or amounts already
credited to his Account, in accordance with procedures adopted by the Benefits
Committee. If a Participant makes investment elections with respect to his
Account, the investment return on the amounts credited to his Account shall be
the same as the investment return on the investment fund(s) in which he elects
investment, regardless of whether the Participant's elections are actually
implemented. In the absence of any investment election by a Participant, amounts
credited to the Participant's Account will be treated as having been invested in
the Money Market Reserves - Prime Portfolio for purposes of determining the
investment return on the amounts.
7
(c) LIMIT ON OR REVOCATION OF INVESTMENT DIRECTION. The
Company reserves the right to limit or revoke at any time a Participant's
privilege of directing the investment of amounts in his Account. The Benefits
Committee or its appointed representative shall give notice to an affected
Participant of any such limitation, revocation, or refusal.
(d) ELECTION PROCEDURES; BENEFITS COMMITTEE APPROVAL. The
Participant shall give his investment elections to the Trustee or its appointed
representative in accordance with procedures adopted by the Benefits Committee.
The Trustee may, in its discretion, implement the Participant's investment
elections, subject to subsequent approval by the Benefits Committee acting as
the Company's agent. If the Benefits Committee does not approve of all or any
portion of the Participant's investment election, the Trustee shall reverse the
implementation of such election to the extent it was not approved by the
Benefits Committee.
(e) FORMER PARTICIPANT IN COMMERCIAL UNION PLAN.
Notwithstanding subsection (a) above, a former participant in the Commercial
Union Insurance Company Excess Savings Plan may only direct investment of
amounts credited to his Account on and after January 1, 1999.
(f) LIMITED LIABILITY. None of the Benefits Committee or its
appointed representative the Company, or the Trustee is under any duty to
question any investment election of a Participant, to make any investment
recommendations, or to provide to any person any investment advice or investment
information. None of the Benefits Committee or its appointed representative, the
Company, or the Trustee is liable for losses or damages arising out of any
action in approving or purchasing any investments; the performance of any
investments held under the Plan; any mistakes or errors in the execution of any
investment elections; or investing or failing to invest any amounts in any
Account (except to the extent described in the last two sentences of subsection
(b) above).
(g) GENERAL CREDITOR ONLY. All amounts credited to the
Participant's Account, all property and rights purchased with such amounts
(including but not limited to any investment held by the Trustee), and all
income attributable to such amounts, property, or rights shall remain - until
paid to the Participant or his beneficiary in accordance with the Plan - solely
the amounts, property, and rights of the Company or the Trustee (as applicable),
and shall remain subject to the claims of the Company's general creditors. No
Participant or beneficiary has any vested, secured, or preferred position with
respect to any amounts, property, or rights held in his Account or the Trust,
and has no claim against the Company other than as a general unsecured creditor.
6. PAYMENT OF ACCOUNTS
(a) Except as provided in Section 7, payments of amounts
deferred under this Plan after 1998 with respect to a Deferral Agreement shall
become due on the earlier of (i) the later of (A) the date of the Participant's
termination of employment with the Company for any
8
reason, or (B) the date the Participant's Salary Continuation Payments cease; or
(ii) the date(s) selected by the Participant in the Deferral Agreement.
(b) Payments due under subsection (a)(i) above shall be paid
in one of the forms provided below, as elected by the Participant in his first
Deferral Agreement entered into under this amended and restated Plan:
(1) in a single sum on the date described by the
Participant in the Deferral Agreement, which date is within the five-year period
beginning on the January 1 next following the event giving rise to payment; or
(2) in five or 10 annual installments (as selected by
the Participant in the Deferral Agreement ) beginning as of the January 1 next
following the event giving rise to payment; the amount of each annual
installment shall be determined by dividing the amount remaining to be paid by
the number of annual installments remaining to be made.
(c) Payments due under subsection (a)(ii) above shall be paid
as of the date(s) and in the amount(s) or percentage(s) selected by the
Participant in the Deferral Agreement. Any amounts remaining in the
Participant's Account after such payments are made and any amounts later
credited to the Participant's Account shall be paid under subsection (a)(i)
above.
(d) So long as there is a balance in a Participant's Account,
the Participant may direct the investment of such balance to the extent
permitted under Section 5. Subject to Section 5 and to the terms of the Trust,
in the event of a Participant's death, the amounts in his Account shall remain
invested as they were at the time of the Participant's death until they are paid
to the Participant's beneficiary.
(e) The portion of a Participant's Account attributable to the
Company's matching contributions included in his Excess Before-Tax and Company
Matching Amount and in his Excess Salary Amount shall be paid in accordance with
this Section only to the extent the Participant would have been vested in that
portion under the vesting rules of the Savings Plan if the matching
contributions had been made to the Savings Plan.
7. SPECIAL DEFERRAL ELECTION; PAST DEFERRAL ELECTIONS
(a) Notwithstanding Section 6, Section 10(b), and subsection
(c) below, former Participants in the General Accident Insurance Supplemental
Retirement and Savings Plan and/or in the General Accident Group Executive
Annual Incentive Plan whose employment with the Company and all affiliated
entities is terminated after July 31, 1998 and on or before September 30, 1999
as a direct consequence of the acquisition of the common stock of General
Accident plc by CGU plc may make either or both of the following elections: (i)
to defer further the payment or the commencement of payments under Section 6 to
any even-numbered year from the year 2000 until the year 2020 inclusive and have
such amount paid under a form described in subsection (b) below and (ii) to
receive payment of the supplemental pension or supplemental
9
spouse's survivor annuity described in Section 10 in any form available under
the Pension Plan (provided the form pays a benefit under this Plan of at least
$250 per month) even if the Participant's pension or spouse's survivor annuity
under the Pension Plan is paid in a different form (e.g., a lump sum). However,
the Participant's election of either (i) or (ii) above must be made before the
Participant's termination of employment, and before the exact amount payable to
such Participant is ascertainable. The determination of whether the
Participant's termination of employment was a direct consequence of such merger
shall be made by the Benefits Committee or its appointed representative.
(b) Payments further deferred under subsection (a)(i) above
shall be paid in one of the forms provided below, as elected in a special
Deferral Agreement provided to the Participant by the Benefits Committee or its
appointed representative:
(1) in a single sum payable as soon as practicable
after the January 1 of the year selected by the Participant in the special
Deferral Agreement; or
(2) in five or 10 annual installments (as selected by
the Participant) beginning as soon as practicable after the January 1 of the
year selected by the Participant in the special Deferral Agreement as the year
in which payments are to commence. The amount of each annual installment shall
be determined by dividing the amount remaining to be paid by the number of
annual installments remaining to be made.
(c) Except to the extent a Participant changes his past
deferral election(s) pursuant to subsections (a)(i) and (b) above, deferral
elections made under this Plan, under the General Accident Group Executive
Annual Incentive Plan, or under the Commercial Union Insurance Company Excess
Savings Plan for amounts deferred before 1999 shall continue in effect for such
amounts and for the investment return thereon.
8. DISTRIBUTION ON ACCOUNT OF UNFORESEEABLE EMERGENCY
(a) BEFORE TERMINATION OF EMPLOYMENT. In the event a
Participant, before his termination of employment with the Company, experiences
an unforeseeable emergency, the Participant may request, and the Benefits
Committee or its appointed representative, in its sole discretion, may grant, a
distribution in a single sum of the portion of the Participant's Account
required to relieve the emergency and not reasonably available from the
Participant's other resources.
(b) AFTER TERMINATION OF EMPLOYMENT. In the event a
Participant, after his termination of employment with the Company, experiences
an unforeseeable emergency, the Participant may request, and the Benefits
Committee or its appointed representative, in its sole discretion, may grant, an
acceleration of any portion of the Participant's Account payable in
installments, to the extent necessary to relieve the emergency and not
reasonably available from the Participant's other resources.
10
(c) UNFORESEEABLE EMERGENCY. For purposes of this Section, a
distribution will be on account of an "unforeseeable emergency" if the
distribution is necessary in light of an unanticipated emergency that is caused
by an event beyond the control of the Participant and would result in severe
financial hardship to the Participant if the distribution were not permitted.
The Benefits Committee or its appointed representative, in its sole discretion,
shall determine whether or not a Participant has experienced an "unforeseeable
emergency," within the meaning of this Section.
(d) BENEFITS COMMITTEE ACTION. If the Participant is a member
of the Benefits Committee, he shall take no part in any decision of the Benefits
Committee under this Section.
9. BENEFICIARY DESIGNATION
(a) Each Participant shall designate on his Deferral Agreement
the person or persons as his beneficiary or beneficiaries to whom his Account
shall be paid in the event of his death prior to the complete distribution of
his Account to him. Each beneficiary designation shall be effective only when
filed with the Benefits Committee or its appointed representative during the
Participant's lifetime.
(b) Any beneficiary designation may be changed by a
Participant without the consent of any designated beneficiary or any other
person by the filing of a new beneficiary designation with the Benefits
Committee or its appointed representative. The filing of a new beneficiary
designation shall cancel all beneficiary designations previously filed.
(c) If any Participant fails to designate a beneficiary in the
manner provided above or if the beneficiary designated by a Participant
predeceases the Participant, the Benefits Committee or its appointed
representative shall direct such Participant's Account (or the balance thereof)
to be distributed as follows:
(1) to the Participant's surviving spouse; or
(2) if the Participant has no surviving spouse, then
to the Participant's estate.
(d) If the beneficiary designated by a Participant dies after
the Participant dies, but before receiving distribution of the Participant's
Account, and no other effective beneficiary designation is in effect, the
Benefits Committee or its appointed representative shall direct that the balance
of the Participant's Account be distributed to such beneficiary as the
beneficiary designated, or if no such designation is in effect, then to the
beneficiary's estate.
(e) All distributions on account of a Participant's death
shall be in the form of a single-sum payment.
11
10. SPECIAL SUPPLEMENTAL BENEFIT
(a) The Company shall supplement the pension of any Member or
the Member's spouse's survivor annuity, payable under the Pension Plan, by the
amount which is the difference, if any, between such pension or spouse's
survivor annuity and the pension or spouse's survivor annuity which would have
been payable under the Pension Plan (i) if the provisions of the Pension Plan
were administered without regard to the Annual Benefit Limit and (ii) if the
Member's Final Average Compensation had not been reduced to reflect the
compensation limit of section 401(a) (17) of the Code. The benefit of a Member
(or any other person) under this Section shall not be less than the benefit the
Member (or other person) had accrued under the General Accident Insurance
Supplemental Retirement and Savings Plan as of December 31, 1998 (except that
such benefit may be decreased by the continued participation of the Member (or
other person) in the Pension Plan).
(b) Except as provided in Section 7, the supplemental pension
or supplemental spouse's survivor annuity described in subsection (a) above
shall be paid to the Member (or on his behalf to his spouse) in the same form
and manner as payment of the Member's pension or his spouse's survivor annuity
under the Pension Plan is paid and shall be actuarially adjusted in the same
manner as his pension or his spouse's survivor annuity is adjusted under the
Pension Plan (as determined by the Benefits Committee or its appointed
representative with the advice of the actuary for the Pension Plan).
(c) In the event a Member's pension or his spouse's survivor
annuity under the Pension Plan is subject to a qualified domestic relations
order, the supplemental pension or supplemental spouse's survivor annuity
provided by this Plan shall be paid without regard to the order, unless the
order specifically applies to benefits payable under this Plan.
11. PAYMENT TO GUARDIAN. If an amount is payable under this Plan to a
minor, a person declared incompetent, or a person incapable of handling the
disposition of property, the Benefits Committee or its appointed representative
may direct the payment of the amount to the guardian, legal representative or
person having the care and custody of the minor, incompetent, or incapable
person. The Benefits Committee or its appointed representative may require proof
of incompetence, minority, incapacity, or guardianship as it may deem
appropriate prior to the distribution of the amount. The distribution shall
completely discharge the Benefits Committee and its appointed representative and
the Company from all liability with respect to the amount distributed.
12. WITHHOLDING; PAYROLL TAXES. The Company shall withhold from
payments made under the Plan any taxes required to be withheld from a
Participant's wages for federal, state, or local government income tax.
12
13. SOURCE OF FUNDS
(a) IN GENERAL. This Plan shall be unfunded, and, except as
provided in subsection (b) below, payment of benefits hereunder shall be made
from the general assets of the Company. Any assets that may be set aside,
earmarked, or identified as being intended for the provision of benefits under
this Plan, shall remain assets of the Company and shall be subject to the claims
of its general creditors. Each Participant and beneficiary shall be a general
creditor of the Company to the extent of the value of his benefit accrued
hereunder, and he shall have no right, title, or interest in any specific asset
that the Company may set aside or designate as intended to be applied to the
payment of benefits under this Plan. The Company's obligation under the Plan
shall be merely that of an unfunded and unsecured promise of the Company to pay
money in the future.
(b) TRUST. Notwithstanding subsection (a) above, assets may be
set aside in the Trust and earmarked as being intended for the provision of
benefits under this Plan provided all of the following requirements are met:
(1) Participants continue to be general and unsecured
creditors of the Company with respect to assets set aside in the Trust;
(2) in the event of the Company's bankruptcy or
insolvency, assets set aside in the Trust are subject to the claims of the
Company's creditors;
(3) the Chief Executive Officer of General Accident
and the Board of Directors have a duty to inform the Trustee of the Company's
bankruptcy or insolvency;
(4) the Trust provides that, upon receipt of the
notice described in paragraph (3) above, the Trustee shall stop paying benefits
to Participants and their beneficiaries; and
(5) upon a determination of the Company's bankruptcy
or insolvency, the Trustee shall hold the assets set aside in the Trust for the
benefit of the Company's creditors (including the Participants and beneficiaries
under this Plan) and deliver them as a court of competent jurisdiction may
direct.
14. BENEFITS COMMITTEE
(a) IN GENERAL. This Plan shall be administered by the
Benefits Committee appointed under the provisions of the Pension Plan and
Savings Plan. Unless this Plan expressly provides otherwise, the Benefits
Committee shall ultimately have sole discretion to construe and interpret the
provisions of the Plan and to determine finally all questions concerning benefit
entitlements, including the power to construe and determine disputed or doubtful
terms. However, the appointed representative of the Benefits Committee may
exercise such responsibilities in the first instance. To the maximum extent
permissible under law, the
13
determinations of the Benefits Committee on all such matters shall be final and
binding upon all persons involved.
(b) RECORDS AND REPORTS. The Benefits Committee or its
appointed representative shall keep a record of its proceedings and actions and
shall maintain all books of account, records, and other data as shall be
necessary for the proper administration of the Plan. Such records shall contain
all relevant data pertaining to individual Participants and their rights under
the Plan. The Benefits Committee or its appointed representative shall have the
duty to carry into effect all rights or benefits provided hereunder to the
extent assets of the Company are properly available therefor.
(c) PAYMENT OF EXPENSES. The Company shall pay all expenses of
administering the Plan. Such expenses shall include any expenses incident to the
functioning of the Benefits Committee or its appointed representative.
(d) INDEMNIFICATION FOR LIABILITY. The Company shall indemnify
the members of the Benefits Committee and the employees of the Company to whom
the Benefits Committee delegates duties under the Plan, against any and all
claims, losses, damages, expenses, and liabilities arising from their
responsibilities in connection with the Plan, unless the same is determined to
be due to gross negligence or willful misconduct.
15. CLAIMS PROCEDURE. The procedure for presenting claims under the
Plan and appealing denials thereof shall be as follows:
(a) FILING OF CLAIMS. Any Participant or beneficiary (the
"claimant") may file a written claim for a Plan benefit with the Benefits
Committee or its appointed representative.
(b) NOTICE OF DENIAL OF CLAIM. In the event of a denial of any
benefit requested by any claimant, the claimant shall be given a written
notification containing specific reasons for the denial. The written
notification shall contain specific reference to the pertinent Plan provisions
on which the denial is based. In addition, it shall contain a description of any
additional material or information necessary for the claimant to perfect a claim
and an explanation of why such material or information is necessary. Further,
the notification shall provide appropriate information as to the steps to be
taken if the claimant wishes to submit his claim for review.
The written notification shall be given to the
claimant within 90 days after receipt of his claim by the Benefits Committee or
its appointed representative unless special circumstances require an extension
of time for processing, in which case written notice of the extension shall be
furnished to the claimant prior to the termination of the original 90-day
period, and such notice shall indicate the special circumstances which make the
postponement appropriate. In no event may the extension exceed a total of 180
days from the date of the original receipt of the claim.
(c) RIGHT OF REVIEW. In the event of a denial of benefits, the
claimant shall be permitted to review the pertinent documents and to submit to
the Benefits Committee or its
14
appointed representative issues and comments in writing. In addition, the
claimant may make a written request for a full and fair review of his claim and
its denial by the Benefits Committee or its appointed representative. Such
written request must be received by the Benefits Committee or its appointed
representative within 60 days after receipt by the claimant of written
notification of the denial of the claim.
(d) DECISION ON REVIEW
(1) A decision shall be rendered by the Benefits Committee or
its appointed representative within 60 days after the receipt of the request for
review. However, where special circumstances make a longer period for decision
necessary or appropriate, the decision of the Benefits Committee or its
appointed representative may be postponed on written notice to the claimant
(prior to the expiration of the initial 60-day period) for an additional 60
days. In no event shall the decision of the Benefits Committee or its appointed
representative be rendered more than 120 days after the receipt of the request
for review.
(2) Any decision by the Benefits Committee or its appointed
representative shall be furnished to the claimant in writing in a manner
calculated to be understood by the claimant and shall set forth the specific
reason(s) for the decision and the specific Plan provision(s) on which the
decision is based.
(e) DEEMED DENIAL. If a decision on a claim is not rendered within
the time period prescribed in subsection (b) or (d) above, the claim shall be
deemed denied.
16. NONALIENATION OF BENEFITS. Except as hereinafter provided with
respect to marital disputes, none of the benefits or rights of a Participant or
any beneficiary of a Participant shall be subject to the claim of any creditor.
In particular, to the fullest extent permitted by law, all such benefits and
rights shall be free from attachment, garnishment, or any other legal or
equitable process available to any creditor of the Participant and his
beneficiary. Neither the Participant nor his beneficiary shall have the right to
alienate, anticipate, commute, pledge, encumber, or assign any of the payments
which he may expect to receive, contingently or otherwise, under this Plan,
except the right to designate a beneficiary to receive death benefits provided
hereunder. In cases of marital dispute, the Company will observe the terms of
the Plan unless and until ordered to do otherwise by a state or federal court.
As a condition of participation, a Participant agrees to hold the Company
harmless from any harm that arises out of the Company's obeying the final order
of any state or federal court, whether such order effects a judgment of such
court or is issued to enforce a judgment or order of another court.
17. AMENDMENT AND TERMINATION
(a) The Chief Executive Officer of General Accident may
approve and execute changes of a technical nature to the Plan which do not
materially affect the substance thereof and which, in the opinion of the Chief
Executive Officer, are necessary and desirable. In addition,
15
the Board of Directors reserves the right to amend the Plan in writing at any
time and from time to time in any fashion and to terminate it at will.
(b) No amendment or termination of the Plan shall decrease or
restrict any Account maintained pursuant to any existing Deferral Agreement
under the Plan or any benefit in pay status under Section 10 (except that a
benefit accrued under Section 10 may be decreased by the continued participation
of the Member (or other person) in the Pension Plan).
(c) Notwithstanding the foregoing, the Company shall have no
further liability or obligation under the Plan or the Participant's Deferral
Agreement(s) in the event of the termination of the Plan, provided the
Participant is paid in a single sum the full amount of his Account as of the
date of the termination of the Plan (including the present value of any benefit
accrued or in pay status under Section 10, as determined by the Benefits
Committee or its appointed representative with the advice of the actuary for the
Pension Plan).
18. PARTICIPATING EMPLOYERS
(a) Any affiliate of General Accident, with the consent of the
Chief Executive Officer of General Accident, may adopt the Plan and become a
participating employer hereunder:
(1) by filing, with the Chief Executive Officer of
General Accident and the Benefits Committee, a certified copy of a resolution of
that company's board of directors (or other governing body) providing for its
adoption of the Plan; and
(2) by filing with the Benefits Committee a certified
copy of a statement from the Chief Executive Officer of General Accident
consenting to such adoption.
(b) Any action required or permitted to be taken under the
Plan by the Company shall be by resolution of the Board of Directors or by a
duly authorized committee of the Board of Directors or by a person or persons
authorized by resolution of the Board of Directors or the committee. Each
participating employer appoints the Board of Directors as its agent to exercise
on its behalf any action required or permitted to be taken under the Plan by the
Company.
19. NO CONTRACT OF EMPLOYMENT. Nothing contained herein shall be
construed as conferring upon any person the right to be employed by the Company
or to continue in the employ of the Company.
20. APPLICABLE LAW. The provisions of this Plan shall be construed and
interpreted according to the laws of the Commonwealth of Pennsylvania, to the
extent not superseded by federal law.
21. SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns. The term "successors" as
used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase,
16
or otherwise, acquire all or substantially all of the business and assets of the
Company, and successors of any such corporation or other business entity.
22. HEADINGS. The headings of the Sections of the Plan are for
reference only. In the event of a conflict between a heading and the contents of
a Section, the contents of the Section shall control.
23. NUMBER AND GENDER. Whenever any words used herein are in the
singular form or in the masculine form, they shall be construed as though they
were also used in the plural form or in the feminine or neuter form in all cases
where they would so apply.
17
IN WITNESS WHEREOF, GENERAL ACCIDENT INSURANCE COMPANY OF
AMERICA has caused these presents to be duly executed this _____ day of
__________, 199__.
Attest: GENERAL ACCIDENT INSURANCE
COMPANY OF AMERICA
- -------------------------------------------- By:__________________________
Secretary
PARTICIPATING EMPLOYER:
Attest: COMMERCIAL UNION
INSURANCE COMPANY
By:
- -------------------------------------------- __________________________
Secretary
Date:________________________
18
EXHIBIT A
[NOTE: Exhibit A is not to be completed or executed. If a Senior Executive
elects to participate in the Plan by entering into a Deferral
Agreement, a separate Deferral Agreement, in substantially the form of
this Exhibit A, shall be completed, executed, and filed by the Senior
Executive with the Benefits Committee.]
CGU SUPPLEMENTAL PENSION AND SAVINGS PLAN
DEFERRAL AGREEMENT AND BENEFICIARY DESIGNATION (1999)
The CGU Supplemental Pension and Savings Plan (the
"Supplemental Plan") provides a select group of management or highly compensated
employees with the ability (i) to replace, with deferrals under a nonqualified
plan, all or a portion of deferral opportunities unavailable under the CGU
Savings Plan (the "Savings Plan") because of limits set forth in the Internal
Revenue Code, and (ii) to defer additional amounts of compensation. The purpose
of this Deferral Agreement is to determine the level of your participation (if
any) during the 1999 Plan Year, and during succeeding Plan Years that begin
before you revoke or modify this Agreement.
AFTER YOU SIGN THIS DEFERRAL AGREEMENT AND IT IS ACCEPTED BY
CGU, YOU WILL NOT BE PERMITTED TO REVOKE OR ALTER IT IN ANY WAY (EXCEPT TO
CHANGE YOUR BENEFICIARY) UNTIL, AT THE EARLIEST, JANUARY 1 OF THE PLAN YEAR
BEGINNING AFTER THE YEAR FOR WHICH YOUR NEW AGREEMENT IS FIRST EFFECTIVE.
FURTHER, TO REVOKE OR ALTER YOUR AGREEMENT FOR A LATER PLAN YEAR, YOU MUST
COMPLETE A NEW DEFERRAL AGREEMENT, SIGN AND DATE IT, AND OBTAIN CGU'S ACCEPTANCE
OF IT, ALL BEFORE JANUARY 1 OF THAT LATER PLAN YEAR. FINALLY, THE BENEFIT
COMMENCEMENT ELECTION AND THE BENEFIT FORM ELECTION YOU SELECT IN SECTIONS 2 AND
3 BELOW MAY NOT BE CHANGED FOR ANY FUTURE PLAN YEAR.
Before completing the Deferral Agreement, please take the time
to consider carefully the descriptive materials provided to you with this
Agreement. The materials describe some important differences that exist between
the Savings Plan and the Supplemental Plan, and explain in greater detail the
choices you are asked to make on this Deferral Agreement. Capitalized terms in
this Deferral Agreement are defined in the Supplemental Plan itself or in the
Savings Plan.
1. PARTICIPATION ELECTION [CHECK EITHER (a) OR (b) BELOW].
----------------------------------------------------------
(a) / / I hereby elect NOT to defer any amounts under the
Supplemental Plan during Plan Year 1999 and succeeding Plan Years. I understand
that I may be eligible to accrue benefits under the special supplemental benefit
described in Section 10 of the Supplemental Plan, even if I check this box. I
UNDERSTAND THAT BY CHECKING THIS BOX, I MAY NOT DEFER ANY OF THE AMOUNTS LISTED
IN (b) BELOW UNLESS AND UNTIL I EXECUTE ANOTHER DEFERRAL AGREEMENT.
(b) / / I hereby elect to have the following amounts during
Plan Year 1999, and during succeeding Plan Years that begin before I revoke or
modify this Agreement, deferred under the terms of the Supplemental Plan [CHECK
ANY NUMBER OF BOXES YOU WISH]:
/ / EXCESS BEFORE-TAX AND COMPANY MATCHING AMOUNT. After your Before-Tax Deposits to the Savings
Plan for a Plan Year equal the $10,000 limit (as adjusted for cost-of-living increases), your
before-tax percentage in effect under the Savings Plan on December 31 of the preceding Plan
Year will continue to be used to reduce your Salary in the Plan Year and will be credited to a
bookkeeping account maintained by the Company. The $10,000 limit (as adjusted) will be
calculated without regard to any changes you may make in your before-tax percentage under the
Savings Plan after December 31 of the preceding Plan Year. In addition, Company Matching
Contributions on the amount will be credited to the bookkeeping account (to the extent they
will not be allocated to your account under the Savings Plan).
If you cease to perform services for the Company but receive Salary Continuation Payments
while this Agreement is in effect, the deferral percentage will be applied to such Payments,
without regard to the $10,000 limit. In addition, Company Matching Contributions on the total
Excess Before-Tax Amount will be credited to the bookkeeping account (to the extent they will
not be allocated to your account under the Savings Plan). (Company Matching Contributions are
subject to the vesting schedule in the Supplemental Plan.)
/ / EXCESS 415 AMOUNT. After your allocations under the Savings Plan for a Plan Year equal the
annual limit (the lesser of $30,000 - as adjusted - or 25% of the sum of your W-2
compensation plus certain salary deferrals for the Plan Year) on all deposits (including
those made by the Company), allocations that would have been made to your account under the
Savings Plan will continue to be used to reduce your compensation for the Plan Year, and will
be credited to a bookkeeping account maintained by the Company. The limit (as adjusted) will
be calculated without regard to any changes you may make in your before-tax percentage or
after-tax percentage under the Savings Plan after December 31 of the preceding Plan Year.
/ / EXCESS SALARY AMOUNT. If your compensation for a Plan Year is greater than $160,000 (as
adjusted), your before-tax percentage and after-tax percentage in effect under the Savings
Plan on December 31 of the preceding Plan Year will continue to be used to reduce your
compensation in excess of $160,000 (as adjusted) for the Plan Year, and will be credited to a
bookkeeping account maintained by the Company. The credit will be calculated without regard
to any changes you may make in your before-tax percentage or after-tax percentage under the
Savings Plan after December 31 of the preceding Plan Year.
/ / ADDITIONAL DEFERRAL AMOUNT. ________% [INSERT ANY WHOLE PERCENTAGE FROM 1 TO 7%, INCLUSIVE]
beginning _________ [INSERT DATE ON AND AFTER WHICH THE DEFERRAL WILL BE EFFECTIVE; IF NO
DATE IS INSERTED, THE DATE WILL BE DEEMED TO BE JANUARY 1 OF THE PLAN YEAR AFTER THE PLAN
YEAR IN WHICH YOU SIGNED THIS AGREEMENT]. The sum of your Salary for a Plan Year (without
reduction for any amounts deferred to the Supplemental Plan) plus your Excess Salary for the
Plan Year (in both cases, after the date inserted above) will be multiplied by the percentage
inserted above and your compensation for the Plan Year will be reduced by the resulting
dollar amount. That amount will be credited to a bookkeeping account maintained by the
Company.
2
/ / INCENTIVE AMOUNT. _____% [INSERT ANY WHOLE PERCENTAGE FROM 1
TO 100%] of the amount payable to me during the Plan Year under the Company's Management
Incentive Plan and/or ____% [INSERT ANY WHOLE PERCENTAGE FROM 1 TO 100%] of the amount
payable to me under the Company's Long-Term Incentive Plan.
2. BENEFIT COMMENCEMENT ELECTION
(a) I understand that any amounts deferred under Section 1
above and the Interest credited thereto under the terms of the Supplemental Plan
will become payable (or commence to be paid) to me in the form and at the
time(s) described in Section 3 below following my termination of employment
(after all Salary Continuation Payments have been made), or on an earlier date
selected by me. I hereby select [CHECK ONE BOX ONLY]:
/ / that payments attributable to amounts deferred by me
under this Deferral Agreement become payable as of
January 1 of the year checked below, IF such date
precedes my termination of employment with the
Company [CHECK ONLY ONE YEAR]:
- ------------------------------------------------------
/ /2002 / /2012
- ------------------------------------------------------
/ /2004 / /2014
- ------------------------------------------------------
/ /2006 / /2016
- ------------------------------------------------------
/ /2008 / /2018
- ------------------------------------------------------
/ /2010 / /2020
- ------------------------------------------------------
; or
/ / that payments attributable to amounts
deferred by me under this Deferral Agreement
become payable ONLY upon my termination of
employment with the Company (after all
Salary Continuation Payments have been made).
1. BENEFIT FORM ELECTION
(a) If amounts become payable to me under Section 2 above on a
date selected by me prior to my termination of employment with the
Company, the amounts will be paid in a single sum. Amounts that become
payable to me upon my termination of employment with the Company will
be paid in the form I select below [CHECK ONE BOX ONLY]
/ / in a single sum as of the ____________ [INSERT FIRST,
SECOND, THIRD, FOURTH, OR FIFTH] ____________ [INSERT
MONTH AND DAY] that coincides with or follows the
first January 1 after my termination of employment
with the Company; or
/ / in five approximately equal annual installments,
beginning as of the January 1 next following the
Plan Year of my termination of employment with the
Company; or
/ / in 10 approximately equal annual installments,
beginning as of the January 1 next following the
Plan Year of my termination of employment with the
Company.
2. BENEFICIARY ELECTION. I understand that in the event of my
death before I receive the entire amount payable under this Deferral Agreement
(if any), the remaining amount will be paid in a single sum to the beneficiary I
designate below or, if none or if my designated beneficiary predeceases me, to
my surviving spouse or, if none, to my estate. I further understand that the
last beneficiary designation filed by me during my lifetime for a particular
Deferral Agreement cancels all prior beneficiary designations previously filed
by me for that Deferral Agreement.
I hereby designate _________________________________ [INSERT
NAME], residing at [INSERT ADDRESS], whose Social Security number is,
___________________ as my beneficiary.
* * * * *
By signing this Deferral Agreement, I agree to the terms and
conditions of the Supplemental Plan as the Plan now exists, and as it may be
amended from time to time.
- ---------------------------------------
Signature of Senior Executive Date
ACCEPTED:
CGU
By:
Date
4
AMENDMENT NO.1
TO THE
CGU SUPPLEMENTAL PENSION AND SAVINGS PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1999)
Pursuant to section 17(a) thereof, the CGU Supplemental Pension and Saving Plan
is amended as follows:
1. Effective August 25, 1999, subsection (j) of Section 2 is amended by deleting
the words "General Accident" and substituting "CGU Insurance Company" in their
place.
2. Effective October 1, 1999, subsection (a) of Section 7 is hereby amended to
read as follows:
Notwithstanding Section 6, Section 10(b), and subsection (c) below,
former Participants in the General Accident Insurance Supplemental
Retirement and Savings Plan and/or in the General Accident Group
Executive Annual Incentive Plan whose employment with the Company and
all affiliated entities is terminated after July 31, 1998 and on or
before December 31, 2000 as a direct consequence of the acquisition of
the common stock of General Accident plc (the ultimate foreign parent
of CGU Insurance Company, formerly known as "General Accident Insurance
Company of America") by CGU plc (the ultimate foreign parent of
Commercial Union Insurance Company) may make either or both of the
following elections" (i) to defer further the payment or commencement
of payments under Section 6 to any even numbered year from the year
2000 until the year 2020 inclusive and have such amount paid under a
form described in subsection (b) below and (ii) to receive payment of
the supplemental pension or supplemental spouse's survivor annuity
described in Section 10 in any form available under the Pension Plan
(provided the form pays a benefit under this Plan of at least $250 per
month) even if the Participant's pension or spouse's survivor annuity
under the Pension Plan is paid in a different form (e.g., a lump sum).
However, the Participant's election of either (i) or (ii) above must be
made before the Participant's termination of employment, and before the
exact amount payable to such participant is ascertainable. A
Participant's termination of service is not a direct consequence of
such acquisition unless either the Participant's service is terminated
on or before December 31, 1999, or the Benefit's Committee or its
delegate, on or before December 31, 1999, both informs the Participant
that his service will be terminated on or before December 31, 2000, as
a direct consequence of such acquisition and gives the Participant a
notice setting forth his date of termination of service in 2000.
Further, whether the Participant's termination of service was a direct
consequence of such acquisition shall be determined by the Benefit's
Committee or its delegate based on all the facts and circumstances and
in a nondiscriminatory manner.
IN WITNESS WHEREOF, CGU Insurance Company has caused this amendment to the CGU
Insurance Company Pension Plan to be executed on behalf of the Company by its
duly sworn officer as of the _____ day of April, 2000.
By /s/ Robert Gowdy
------------------------------
President,
CGU Insurance Company
2
AMENDMENT NO. 2
TO THE
CGU SUPPLEMENTAL PENSION AND SAVINGS PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1999)
Pursuant to Section 17(a) of the CGU Supplemental Pension and Savings
Plan, as amended (the "Plan") CGU Insurance Company hereby amends the Plan,
effective as of the date hereof, as set forth in paragraphs 1 through 11,
inclusive, below.
1. Section 2 is amended by deleting, in each place they appear, the
words "Salary plus Excess Salary plus Salary Continuation Payments" and
replacing them with the words "Salary plus Excess Salary plus Salary
Continuation Payments plus Other Amounts".
2. Section 2 is further amended by adding a new subsection immediately
following subsection (h) as follows:
"(hh) "CHANGE IN CONTROL" means the transfer of ownership of
50 percent or more of the stock of CGU Corporation, or of substantially
all of its assets, to a person or entity which on June 1, 2000 was
unrelated to CGNU plc, the ultimate foreign parent of CGU Corporation
on that date.
3. Section 2 is further amended by adding a new subsection immediately
following subsection (s) as follows:
"(ss) "OTHER AMOUNTS" means such items of remuneration (other
than Salary, Excess Salary or Salary Continuation Payments) as the
Benefits Committee may determine."
4. Section 3(a)(3) is amended by adding thereto the following sentence:
"In addition, the Benefits Committee may permit a mid-year Deferral Agreement
(or additional Deferral Agreement) for the deferral of Salary Continuation
Payments or Other Amounts (such as retention bonuses or other payments,
including severance paid other than as salary continuation) that may become
payable in connection with a business transaction expected to result in a Change
in Control or in such other special circumstances as the Benefits Committee may
determine. Any such mid-year Deferral Agreement shall take effect on such date
or dates and be subject to such conditions as the Benefits Committee
determines."
5. Section 3(c) is amended in its entirety to read as follows:
"(c) IRREVOCABILITY OF DEFERRAL AGREEMENT; CERTAIN EXCEPTIONS.
Except as hereinafter provided, a Deferral Agreement, once filed, shall
be irrevocable as to the initial Plan Year to which it relates and as
to any later Plan Years that begin before the Deferral Agreement is
revoked or modified. Further, a Deferral
1
Agreement, once filed, shall be irrevocable (except as hereinafter
provided) with respect to the Benefit Commencement Election" and
"Benefit Form Election" made thereunder. Notwithstanding the foregoing,
in the event of a cash-out election by a Participant under Section
8(c), and to the extent specified by a Participant in the event of an
accelerated payment under Section 8(b), all remaining deferrals by the
Participant for the Plan Year shall cease. In the event of a hardship
withdrawal described in Section 8(a), if the Benefits Committee or it's
appointed representative, in its sole discretion, so determines,
deferrals by the Participant for the remainder of the Plan Year shall
likewise be reduced or eliminated. If the Participant is a member of
the Benefits Committee, he shall take no part in any decision of the
Benefits Committee under the preceding sentence that affects the
payment of his Account."
6. The last sentence of Section 5(a) is deleted and replaced with the
following text:
"The Benefits Committee, in its discretion, may discontinue the
availability and/or make additional funds available; provided, that
from and after a Change in Control: (i) if the Company or an affiliate
maintains for the benefit of eligible employees of the Company a 401(k)
savings plan or similar tax-qualified plan that offers
participant-directed investments within a group of mutual funds or
similar investment choices (the "Qualified Plan Choices"),the Qualified
Plan Choices shall be made available as notional investment options
under the Plan unless the Benefits Committee determines that to do so
would be manifestly impracticable; and (ii) if no Qualified Plan
Choices exist, or if the Benefits Committee determines that to make the
Qualified Plan Choices available as notional investment options under
the Plan would be manifestly impracticable, the Benefits Committee
shall make such other provisions for the notional investment of
accounts under the Plan, other than notional investment in securities
of the Company or an affiliate of the Company, as it reasonably
determines to be necessary to provide for an opportunity for investment
return commensurate with that which was available under the Plan prior
to the Change in Control. The crediting of accounts with notional
interest at a rate not less than the prime rate as in effect from time
to time shall be deemed to satisfy the requirements of clause (ii) of
the immediately preceding sentence, where such clause applies."
7. Section 6(a) is amended by deleting the words "Except as provided in
Section 7" and replacing them with the words "Except as provided in Section 7
and Section 8".
8. Section 8 is amended in its entirety to read as follows:
"8. OTHER RULES. Notwithstanding the general provisions
otherwise applicable to the distribution of Accounts, the following
special rules shall control where applicable by their terms:
2
(a) UNFORESEEABLE EMERGENCIES. In the event a
Participant, before or after termination of employment with
the Company, experiences an unforeseeable emergency, the
Participant may request and the Benefits Committee or its
appointed representative, in its sole discretion, may grant an
acceleration of payment of all or a portion of the
Participant's Account to the extent necessary to relieve the
emergency. For purposes of this subsection, an "unforeseeable
emergency" is one that is caused by an event beyond the
control of the Participant and that would result in severe
financial hardship to the Participant if a distribution were
not permitted. If a Participant is a member of the Benefits
Committee, he shall take no part in any decision of the
Benefits Committee under this Section that affects the payment
of his Account.
(b) CHANGE IN PAYMENT UPON CHANGE IN CONTROL. In the
event of a contemplated transaction or series of transactions
which, if it or they occur, are expected to result in a Change
in Control, The Benefits Committee may offer to Participants a
special election to accelerate the payment of Accounts or
otherwise to change such payment terms. Each such election
shall be conditioned upon consummation of the Change in
Control and shall have such other conditions and provisions as
the Benefits Committee may require. In the event of any such
accelerated payment to the Participant which by its terms is
to occur in 2000 or 2001, the amount of the accelerated
payment shall be increased by (i) in the case of a Participant
who at time of the special election is an employee of the
Company, 10%, and (ii) in the case of any other Participant,
5%, of the amount of the payment determined without regard to
this subsection.
(c) CASH-OUT WITH FORFEITURE. A Participant may at
any time elect in writing to have the Company pay to him, in
full satisfaction of the Company's obligations with respect to
his Account, an amount equal to 90% of the Account (or of the
remaining portion thereof, if payment of the Account has
already commenced). The residual 10% of the Account (or of the
remaining portion thereof, if payment of the Account has
already commenced) shall, upon payment of the amount elected
to be paid pursuant to the preceding sentence, be promptly and
irrevocably forfeited.
(d) ADDITIONAL PROVISIONS. In determining payments or
in applying other provisions under the Plan, the Benefits
Committee shall not be required to treat different Accounts or
sub-Accounts of the same Participant as notionally invested in
different alternatives under Section 5, but may aggregate
Accounts or sub-Accounts for purposes of Section 5 on such
basis as it deems appropriate to carry out the purpose of the
Plan.
9. Section 10(a) is amended in its entirety to read as follows:
3
"(a) The Company shall supplement the pension benefit
of each Member under the Pension Plan and the survivor
benefit, if any, payable under the Pension Plan to the
Member's surviving spouse by paying to the Member or the
Member's surviving spouse, as the case may be, the amount
which is the excess (if any) of (i) over (ii), where:
(i) is the benefit that would have been payable
under the Pension Plan had the Pension Plan been construed
and administered (A) without regard to the Annual Benefit
Limit and without regard to any Pension Plan language
intended to implement the Annual Benefit Limit, (B)
without regard to the portion, if any, of the Member's
accrued benefit under the Pension Plan referred to in
Section 3.1(a)(4) and Section 3.1(b)(1)(C) thereof
(relating to scheduled benefits for certain Members as
specified in Appendix E to the Pension Plan) and related
provisions, and (C) by taking into account the Member's
Final Average Compensation without regard to the
limitations under Section 401(a)(17) of the Code and
without regard to any Pension Plan language intended to
implement Section 401(a)(17) of the Code; and
(ii) is the benefit that is actually payable
under the Pension Plan.
In no event shall the benefit of a Member or of any other
person under this Section be less than the benefit, if any,
that the Member or other person had accrued under the General
Accident Insurance Supplemental Retirement and Savings Plan
as of December 31, 1998 (except that such benefit may be
decreased by the continued participation of the Member or
other person in the Pension Plan)."
10. Section 17(a) is amended by adding the following sentence: "For the
avoidance of doubt, the amendment powers of the Chief Executive Officer and
Board as set forth above are subject to the limitations set forth in paragraph
(b) immediately following."
11. Section 17(b) is amended in its entirety to read as follows:
"(b) No amendment or termination of the Plan shall
decrease or restrict any Account maintained under the Plan
(including, without limitation, by limiting the scope of the
last two sentences of Section 5(a) above (pertaining to
notional investments under the Plan from and after a Change in
Control), nor shall any amendment reduce the amount payable
with respect to any Member Under Section 10 above (i) in the
case of a benefit in pay status, the amount of such benefit,
and (ii) in the case of a benefit not yet in pay status, the
amount that would have been payable under Section 10 of the
Plan as in effect immediately prior to such amendment or
termination, assuming no further accruals after that date.
4
Nothing in this paragraph (b) shall be construed as limiting a
decrease in benefits under Section 10 to the extent such
decrease is attributable to the continued participation of the
Member or other person in the Pension Plan."
IN WITNESS WHEREOF, CGU Insurance Company has caused this instrument to
be signed in its name and on its behalf by its duly authorized officer as of the
_____ of July, 2000.
CGU INSURANCE COMPANY
[ATTESTATION AND SEAL]
BY: /s/ Vincent A. Brazauskas
------------------------------
Senior Vice President
5
AMENDMENT NO. 3
TO THE
CGU SUPPLEMENTAL PENSION AND SAVINGS PLAN
(AS AMENDED AND RESTATED JANUARY 1, 1999)
WHEREAS, CGU Insurance Company ("the Company") maintains the CGU Supplemental
Pension and Savings Plan, as amended and restated January 1, 1999 (the "Plan");
and,
WHEREAS, CGU Corporation is the parent company of CGU Insurance Company and CGNU
plc ("Parent") is the ultimate parent corporation to CGU Corporation and its
subsidiaries; and,
WHEREAS, the Company has established certain trust agreements for the purpose of
meeting its obligations under the Plan (the "Trusts"); and,
WHERES, Section 10 of the Plan provides for benefits for eligible Members
supplementing the benefits to which those Members are or may become entitled
under the CGU Pension Plan (as amended, the "Pension Plan"); and,
WHEREAS, Parent desires to guarantee, in certain limited circumstances, the
payment of Plan benefits which Members have accrued under Section 10 of the Plan
as of the Closing Date ("Accrued Supplemental Pension Benefits").
NOW, THEREFORE, in order to provide additional assurances to Members and/or
participants of the Plan and their beneficiaries, the Company, by action of its
Board of Directors, and with the consent of CGU Corporation and Parent, hereby
amends the Plan by adding subparagraphs (d) through (f) to Section 10 of the
Plan:
(d) CGU Corporation hereby guarantees the payment of any benefits which
become payable pursuant to this Section on or after the Closing Date
but remain unpaid by the Company. CGU Corporation will make such
payment at the same time and in the same amount and manner as such
payment would have been made absent such default.
(e) In the event CGU Corporation defaults on its obligation under
subparagraph (d) above, CGNU plc ("Parent") guarantees the payment of
any "Accrued Supplemental Pension Benefits" (as such term is defined in
subparagraph (f), below) which become payable pursuant to this Section
10 on or after the Closing Date if Parent determines that the default
is due to the following: (i ) neither the Company nor CGU Corporation
have sufficient available assets to pay the Accrued Supplemental
Pension Benefits due to insolvency or bankruptcy or any action or
direction taken on behalf of the Insurance Commissioner which relates
to the assets of the Company or CGU Corporation, AND (ii) the assets of
any Trust(s) established pursuant to Section 13(b) of the --- Plan are
insufficient to satisfy the Accrued Supplemental Pension Benefit
liabilities because such assets have been used to satisfy the creditors
of the Company as a result of the insolvency or bankruptcy of the
Company in accordance with Section 13 (b)(5) of the Plan. Should the
Company or CGU Corporation default on their obligation to pay the
Accrued Supplemental Pension Benefits for any reason other than the
foregoing, or if the conditions for the
occurrence of the Closing Date, as specified in the last sentence of
Subsection 10(f) fail to occur, Parent will not guarantee the payment
of any Accrued Supplemental Pension Benefits which remain unpaid.
Parent's obligations under this Section 10 are contractual only and
shall not be construed as securing or funding the interest of any
Member or of any other person under this Section.
(f) The Term "Accrued Supplemental Pension Benefits" for which Parent
may become liable pursuant to this Section shall be defined as the
amount of benefits which Members have accrued under Section 10 of the
Plan, determined: (i) without regard to any increase in benefits
occurring by reason of service after the Closing Date; (ii) without
regard to any increase after the Closing Date in Member compensation
(even if, under the terms of the Plan, such increases affect benefits
attributable to service prior to the Closing Date); PROVIDED, HOWEVER,
(iii) Amendment No. 2 to the CGU Pension Plan, if and when effective,
will add, by Appendix, a schedule of increases in benefits for certain
specified Members, which increases may have the effect of reducing
benefits payable to Members under this Plan. If Amendment No. 2 to the
Pension Plan takes effect upon the issuance of a favorable
determination letter from the Internal Revenue Service, Parent shall
take into account any reduction in Plan benefits which may occur after
the Closing Date which is attributable to the effectiveness of such
amendment in determining the amount of benefits to be paid, regardless
of the date on which the determination letter is issued. For purposes
of this Section 10, the term "Closing Date" shall mean the date on
which all of the issued and outstanding shares of the Company's common
stock are sold pursuant to the stock purchase agreement, dated as of
September 24, 2000, including subsequent amendments, among CGU
International Holdings Luxembourg S.A., CGU Holdings LLC, Parent, White
Mountains Insurance Group, Ltd., TACK Holding Corp., and TACK
Acquisition Corp."
All the provisions of the Plan not specifically mentioned in this Amendment
shall be considered modified to the extent necessary to be consistent with the
changes made in this Amendment. This Amendment shall be effective as of the
Closing Date (as such term is defined in Section 10 of the Plan) and in no event
prior thereto.
2
IN WITNESS WHEREOF, the CGU Insurance Company has caused this Amendment
to be executed by its duly authorized officer this 1st day of June,
2001.
CGU INSURANCE COMPANY
By: /s/ Vincent A. Brazauskas
-----------------------------
Senior Vice President
Consented on this 1st day of June, 2001:
CGU CORPORATION
By: /s/ Vincent A. Brazauskas
-----------------------------
Senior Vice President
Consented to this 1st day of June, 2001:
CGNU PLC
By: /s/
---------------------------
Authorized Signatory
3
AMENDMENT NO. 4
TO THE
CGU SUPPLEMENTAL PENSION AND SAVINGS PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1999)
Pursuant to Section 17(a) of the CGU Supplemental Pension and Savings Plan as
amended (the "Plan"), CGU Insurance Company hereby amends the Plan, effective,
unless otherwise stated herein, as of the date hereof set forth below:
1. The name of the Plan is changed to the "OneBeacon Insurance
Supplemental Plan".
2. Section 2 is amended by adding new subsection (hhh) immediately
following subsection (hh) as follows:
"(hhh) "BONUS AMOUNT" means notional units in the White
Mountains Stock Fund credited to the Accounts of certain Participants
under the Friends and Family Equity Investment Program to encourage
such Participants (i) to select the White Mountains Stock Fund as a
notional investment with respect to their Accounts and/or (ii) to
purchase shares of White Mountains with after-tax funds. The Bonus
Amount is determined on the basis of one share of White Mountains
convertible preference or common shares for every three of such shares
credited as a notional investment with respect to deferred funds at a
deemed price of two hundred dollars ($200.00) a share, and one share of
White Mountains convertible preference or common shares for every three
shares of the sum of the number of shares actually purchased by a
Senior Executive with after-tax funds at market value and the number of
shares credited to such executive's Account described in the third
sentence of Section 2(mm)."
3. Section 2 is amended by adding two new subsections immediately
following subsection (m) as follows:
"(mm) "FRIENDS AND FAMILY AMOUNT" means (i) an amount deferred
under the Friends and Family Equity Investment Program, and (ii) units
in the White Mountains Stock Fund awarded under such program as an
incentive. If a Participant selects the White Mountains Stock Fund as a
deemed investment with respect to all or a portion of his Account on or
before a date or dates established by the Benefits Committee, such
incentive shall take the form of additional units in the White
Mountains Stock Fund credited to such Participant's Friends and Family
Amount equal to the difference between the number of such units
actually acquired based on the market value of White Mountains shares
and the number of units which could have been acquired if the market
value of White Mountains shares had been $200 a share. Further, if a
Senior Executive
purchases White Mountains Stock under the Friends and Family Equity
Investment Program with after-tax funds, the incentive shall be
additional units in the White Mountains Stock Fund credited to such
Senior Executive's Friends and Family Amount attributable to a
hypothetical contribution of White Mountains shares, the number of
which shares shall be determined by the formula, A x (B - 200) / 200
where A is the number of shares actually purchased by the Senior
Executive and B is the actual cost of a single share so purchased. The
Friends and Family Amount also includes any Bonus Amount credited to a
Participant's Account."
"(mmm) "FRIENDS AND FAMILY EQUITY INVESTMENT PROGRAM" means
the program maintained by the Company and White Mountains under which
highly compensated key employees designated by the Company's salary
committee and certain Senior Executives may (i) enter into Deferral
Agreements with respect to certain Other Amounts and (ii) select the
White Mountains Stock Fund as a deemed investment for all or a portion
of the deferred amounts credited to their Accounts, and under which
awards of additional notional units in the White Mountains Stock Fund
are made to the Accounts of such employees to encourage their election
(such election to be made prior to a date or dates established by the
Benefits Committee) of the White Mountains Stock Fund as a hypothetical
investment with respect to their Accounts and to promote the after-tax
purchases of White Mountains common or convertible preference shares by
certain Senior Executives."
4. Section 2 is further amended by replacing the second sentence of
subsection (t) thereof with the following:
"Notwithstanding the foregoing, each employee of the Company designated
by the Company's salary committee to participate in the Friends and
Family Equity Investment Program shall be a Participant in this Plan if
the employee elects to enter a Deferral Agreement or if an award of
units in the White Mountains Stock Fund is made on behalf of such
employee as a result of participation in the Friends and Family Equity
Investment Program. In addition, each Senior Executive shall be a
Participant in this Plan for purposes of the supplemental pension or
spouse's survivor annuity described in Section 10, without regard to
any election to participate in this Plan under Section 3."
5. Section 2 is also amended by revising subsection (cc) as follows:
"(cc) "TRUST" means the trust or trusts established to accept
and hold assets, subject to the claims of the Company's creditors in
the event of the Company's "Insolvency" or, to the extent that trust
assets consist of shares of White Mountains, subject to the claims of
the creditors of White
2
Mountains in the event of the "Insolvency" of White Mountains (the term
"Insolvency" being defined in the trust agreement establishing the
Trust), until paid to Participants and their beneficiaries as specified
in this Plan or by the terms of the Friends and Family Equity
Investment Program and the elections thereunder."
6. Section 2 is further amended by adding new subsections (ee) and
(eee) at the end thereof to read as follows:
"(ee) "WHITE MOUNTAINS" means White Mountains Insurance Group,
Ltd., the ultimate foreign parent of the Company after the Change in
Control."
"(eee) "WHITE MOUNTAINS STOCK FUND" -- An investment fund
consisting of convertible preference or common shares of White
Mountains (hereinafter, for purposes of this Section 2(eee), referred
to collectively as "White Mountains Shares") and short-term money
market investments in which funds may be temporarily invested pending
investment in White Mountains Shares. Such fund shall be invested by
the Trustee solely in White Mountains Shares purchased by the Trustee
in the open market or by private purchase from White Mountains or
others at the fair market value of such shares at the time of purchase
as determined by the Trustee. White Mountains Shares may also be
acquired within the Plan for the Accounts of active Participants from
the Accounts of Participants (or their beneficiaries) receiving cash
distributions from the Plan. In acquiring White Mountains Shares for
the Accounts of Participants the Trustee may net purchases, including
internal acquisitions of the kind described in the preceding sentence,
against sales of White Mountains Shares. Dividends, interest and other
distributions received by the Trustee in respect of White Mountains
Shares, shall be reinvested in the White Mountains Stock Fund. However,
pending reinvestment, any such dividends, interest, and other
distributions in respect of the White Mountains Shares shall be
invested by the Trustee in short-term fixed income investments. A
Participant shall have no right to vote or give proxies to vote shares
in White Mountains held by the White Mountains Stock Fund, nor shall a
Participant have any right to respond to a tender or exchange offer
with respect to such shares or to instruct the Trustee on any such
matters. With respect to any matters referenced in the preceding
sentence, the Trustee shall vote the shares of White Mountains which it
holds with respect to this Plan as directed by the Board of Directors
of the Company."
7. The second sentence of Section 4 is amended to read as follows:
3
"As soon as practicable following the end of each payroll period or
other relevant period, the Company shall credit to each Participant's
Account, as specified in each Participant's Deferral Agreement and/or
as specified under the Friends and Family Equity Investment Program:
(a) the Participant's Excess Before-Tax and Company Matching
Amount (if any) attributable to Salary or Salary Continuation Payments
paid in the payroll period; plus
(b) the Participant's Excess 415 Amount (if any) for the
payroll period; plus
(c) the Participant's Excess Salary Amount (if any)
attributable to Excess Salary paid in the payroll period; plus
(d) the Participant's Additional Deferral Amount (if any) for
the payroll period; plus
(e) the Participant's Incentive Amount (if any) for the
payroll period; plus
(f) the Participant's Pre-Participation Company Matching
Amount (if any) for the payroll period; plus
(g) the Participant's Friends and Family Amount (if any)."
8. Section 5 is amended by replacing the period at the end of the first
sentence of subsection (a) thereof with a comma and by adding the following
immediately thereafter:
"provided that, until the expiration of the holding period referenced
in Section 5(h) below, the portion of a Participant's Friends and
Family Amount credited as units in the White Mountains Stock Fund on or
before August 27, 2001 shall remain invested in such fund, it being
understood that a Participant's rights with respect thereto are limited
to receipt of a notional amount equal to the value of units held in
such fund, and that it is the intention of the management of White
Mountains to convert any preference shares held by the fund into common
shares."
9. Section 5 is further amended by adding new subsection (h) at the end
thereof to read as follows:
"(h) HOLDING PERIOD FOR WHITE MOUNTAINS INVESTMENT.
Notwithstanding anything to the contrary a Participant may not change
his investment elections with respect to the portion of his Friends and
Family Amount deemed to be invested in the White Mountains Stock Fund
on or
4
before August 27, 2001 until the later of (i) the one year anniversary
of the date (not later than August 27, 2001) a bookkeeping entry is
made to a Participant's Account pursuant to which the Participant's
Friends and Family Amount is deemed to be invested in the White
Mountains Stock Fund or (ii) the earlier of (A) the date of the
Required Shareholders Approval and (B) March 31, 2003, provided that a
Participant may not change his investment elections with respect to any
portion of the Bonus Amount until he has become vested in such portion
in accordance with the rules of Section 6(f). For purposes of the
preceding sentence, Required Shareholders Approval means approval by
the holders of the common shares of White Mountains of the conversion
of convertible preference shares into common shares."
10. Section 6 is amended by adding new subsection (f) at the end
thereof to read as follows:
"(f) Notwithstanding anything to the contrary, the portion of
a Participant's Account attributable to the Friends and Family Amount
shall be paid in accordance with Sections 5, 6, 7, and 8 of this Plan
to the extent that those provisions are consistent with the rules of
the Friends and Family Equity Investment Program and any Deferral
Agreements or elections made thereunder, provided that the portion of
the Participant's Account attributable to the Bonus Amount may be paid
only to the extent that the Participant would have been vested in the
Bonus Amount under the rules of this Section 6(f). A Participant shall
become vested in the units of the White Mountains Stock Fund
attributable to such Bonus Amount in accordance with the following
schedule:
PERCENT OF BONUS AMOUNT YEARS OF EMPLOYMENT WITH THE COMPANY AFTER
VESTED A CHANGE IN CONTROL
------ -------------------
33 1/3% 3
66 2/3% 4
100% 5
Termination of employment with the Company before the required Years of
Employment will result in a forfeiture of the portion of a
Participant's Account attributable to the unvested Bonus Amount subject
to the following exceptions. In the event of death, total and permanent
disability, or a change in control of White Mountains determined by
applying the same principles as the Change in Control referred to in
subsection 2(hh) to an acquirer unrelated to White Mountains, the Bonus
Amount will vest immediately. In the event of early retirement under
the Company Pension Plan, the normal vesting schedule will apply except
that the Participant will be credited with a full year of employment
for the 12 month period,
5
measured from the most recent anniversary of the Change in Control, in
which the retirement occurred. In the event of retirement at age 65 or
later under the terms of the Company Pension Plan, the Participant will
be given credit for the additional Year of Employment granted to early
retirees plus one additional Year of Employment."
11. Effective on the day of the closing of the purchase and sale of CGU
Corporation pursuant to the stock purchase agreement, dated as of September 24,
2000, among CGU International Holdings Luxembourg S.A., CGU Holdings LLC, CGNU
plc, White Mountains Insurance Group, Ltd., TACK Holding Corp. and TACK
Acquisition Corp., new Section 18(c) shall be added to the Plan which shall read
as follows:
"18(c) PARTICIPATION OF CGU LIFE COMPANIES IN THE PLAN AND
PARTICIPATION OF CGU LIFE EMPLOYEES. CGU Life Insurance Company of
America, CGU Life Insurance Company of New York and CGU Annuity Service
Corporation ceased to be participating employers in the Plan effective
as of June 1, 2001. Notwithstanding anything to the contrary, including
Section 17(b), any Participant who was an employee of one of the
companies referred to in the preceding sentence on June 1, 2001 ceased
to be a Participant as of such date, and any Participant who was
employed by one of such companies at the time such Participant retired
or terminated service with the Company also ceased to be a Participant
as of June 1, 2001. All of the assets and liabilities attributable to
Accounts maintained under this Plan on behalf of the former
Participants described in the preceding sentence or to amounts payable
under Section 10 on behalf of such former Participants shall be
transferred to a new nonqualified supplemental benefits plan to be
established by CGU Life Insurance Company of America for the benefit of
such former Participants, and this Plan shall retain no liability with
respect to such Accounts or any other amount otherwise payable
hereunder to such former Participants. The transfer of assets and
liabilities referred to in the preceding sentence shall occur in
accordance with the rules set forth in the Employee Benefits Agreement
between CGU Corporation and CGNU Corporation, CGNU Service Corporation,
CGU Life Insurance Company of America, CGU Life Insurance Company of
New York and CGU Annuity Service Corporation dated May 25, 2001."
IN WITNESS WHEREOF, CGU Insurance Company has caused this amendment to
the CGU Supplemental Pension and Savings Plan to be executed on behalf of the
Company by its duly authorized officer as of the 31st day of May, 2001.
By /s/ Vincent A. Brazauskas
-----------------------------
Title: Senior Vice President
CGU INSURANCE COMPANY
6
AMENDMENT NO. 5
TO THE
ONEBEACON INSURANCE SUPPLEMENTAL PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1999)
Pursuant to Section 17(a) of the OneBeacon Insurance Supplemental Plan as
amended (formerly the CGU Supplemental Pension and Savings Plan, hereinafter
referred to as the "Plan"), CGU Insurance Company hereby amends the Plan,
effective as of the dates set forth below:
1. Effective June 1, 2001, Section 2(u) of the Plan is amended by
changing "CGU Pension Plan" to "OneBeacon Insurance Pension Plan."
2. Effective June 1, 2001, Section 2(v) of the Plan is amended by
changing "CGU Supplemental Pension and Savings Plan" to "OneBeacon Insurance
Supplemental Plan."
3. Effective June 1, 2001, Section 2(ss) is redesignated as Section
2(sss) and the following new section, to be designated Section 2(ss), is
inserted between Section 2(s) and Section 2(sss) as redesignated:
"(ss) "ONEBEACON AMOUNT" means a notional amount equal to the
value of units in the White Mountains Stock Fund attributable to a
contribution by the Company on December 31, 2002 of eight White
Mountains common shares to the Account of each employee of the Company
who meets the following requirements: (i) the employee must be a highly
compensated key employee designated by the Managing Directors of the
Company, (ii) the employee must receive written notification from the
Company or its designated agent of the employee's eligibility to
receive credit for the eight shares, and (iii) the employee must be
actively engaged in the performance of services on behalf of the
Company for twenty hours a week or more from June 1, 2001 through
December 31, 2002. If an Account has not previously been established on
behalf of an employee eligible for the OneBeacon Amount, such an
Account, consisting of units in the White Mountains Stock Fund
attributable to the contribution of eight common shares of White
Mountains, shall be established at the time such contribution is made,
and an employee on whose behalf such a contribution is made who has no
other Accounts under this Plan shall be considered a Participant
hereunder to the extent of the OneBeacon Amount.
4. Effective June 1, 2001, Section 2(aa) is amended by changing "CGU
Savings Plan" to OneBeacon Insurance Savings Plan."
7
5. Effective June 1, 2001 the second sentence of Section 3(c) of the
Plan is amended to read as follows:
"Further, a Deferral Agreement, once filed, shall be irrevocable
(except as hereinafter provided) with respect to the "Benefit
Commencement Election" and "Benefit Form Election" made thereunder,
provided that the Company, in its discretion, may require Deferral
Agreements to be modified for the purpose of making them uniform where
a Participant has made multiple "Benefit Commencement Elections" and
"Benefit Form Elections" relating to deferrals made with respect to
different Plan Years."
6. Effective June 1, 2001, the second sentence of Section 4 is amended
by substituting a semicolon and the word "plus" for the period at the end of the
sentence and by adding the following new subsection (h) at the end thereof to
read as follows: "(h) the Participant's OneBeacon Amount (if any)."
7. Effective on or after August 27, 2001, the first sentence of
section 5(a) is amended to read as follows:
"Subject to subsections (c), (d), and (e) below, a Participant may
direct the Trustee as to the investment of the amounts credited to his
Account, including future deferred amounts and/or amounts already
credited to his Account as well as amounts contributed by the Company,
by electing to invest such amounts (with a minimum of 10 percent for
any single investment fund) in any of the investment funds offered by
The Vanguard Group, Inc which the Benefits Committee authorizes as
deemed investments under this Plan or in the White Mountains Stock
Fund, provided that, until the expiration of the holding period
referenced in Section 5(h) below, the portion of a Participant's
Friends and Family Amount credited as units in the White Mountains
Stock Fund on or before August 27, 2001 shall remain invested in such
fund, it being understood that a Participant's rights with respect
thereto are limited to receipt of a notional amount equal to the value
of units held in the fund, and that it is the intention of the
management of White Mountains to convert any preference shares held by
the fund into common shares."
8. The following new Section 6(g) is added to the Plan immediately after Section
6(e) to read as follows:
"6(g) Notwithstanding anything to the contrary, the portion of
Participant's Account attributable to the OneBeacon Amount shall be
paid as soon as administratively feasible after the end of the calendar
year in which the Participant's termination of employment occurs."
8
IN WITNESS WHEREOF, CGU Insurance Company has caused this amendment to
the OneBeacon Insurance Supplemental Plan to be executed on behalf of the
Company by its duly authorized officer as of the 24th day of August, 2001.
By /s/ Vincent A. Brazauskas
--------------------------
Title: Managing Director
CGU INSURANCE COMPANY
9
Exhibit 5(a)
27 August, 2001
White Mountains Insurance Group, Ltd.
80 South Main Street
Hanover, New Hampshire
USA 03755-2053
Dear Sirs
WHITE MOUNTAINS INSURANCE GROUP, LTD.
We have acted as special legal counsel in Bermuda to White Mountains
Insurance Group, Ltd., a Bermuda company ("WMTN") in connection with the
Registration Statement on Form S-8 of WMTN, filed on 27 August, 2001 with the
Securities and Exchange Commission under the United States Securities Act of
1933, as amended, (the "Act") (the "Registration Statement"), with respect to
the registration under the Act of 200,000 common shares of WMTN, par value
US$1.00 per share issuable under the "OneBeacon Insurance Supplemental Plan"
(the "Shares").
For the purposes of giving this opinion, we have examined the Registration
Statement (but excluding the exhibits and schedules thereto unless specifically
referred to herein).
We have also reviewed and have relied upon the memorandum of association and the
bye-laws of WMTN, minutes of meetings of WMTN's board of directors (referred to
herein as the "Minutes"), correspondence on behalf of WMTN with the Bermuda
Monetary Authority (the BMA") whereby the BMA has granted certain permissions,
inter alia, for the issue (and subsequent transfer) of WMTN securities (subject
to conditions expressed in such correspondence) and such other documents and
made such enquiries as to questions of Bermuda law as we have deemed necessary
in order to render the opinions set forth below.
Conyers Dill & Pearman
27 August, 2001
Page 2
We have assumed:
(a) the genuineness and authenticity of all signatures and the conformity
to the originals of all copies (whether or not certified) of all
documents examined by us and the authenticity and completeness of the
originals from which such copies were taken;
(b) the accuracy and completeness of all factual representations made in
the Registration Statement and other documents reviewed by us;
(c) that the resolutions contained in the Minutes remain in full force and
effect and have not been rescinded or amended;
(d) that upon the issue of the Shares, WMTN will receive money or money's
worth at least equal to the value of the Shares then being issued and
that none of the Shares will be issued for less than par value;
(e) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the opinions
expressed herein; and
(f) that the issue and transfer of the Shares will comply at all times with
the permissions obtained from the BMA and that the Shares will at all
such times be listed on the New York Stock Exchange, Inc.
"Non-assessability" is not a legal concept under Bermuda law, but when we
describe the Shares as being "non-assessable" herein we mean, subject to any
contrary provision in any agreement between WMTN and any one of its members
holding any of the Shares (but only with respect to such member), that no
further sums are payable with respect to the holding of such Shares and the
member shall not be bound by an alteration in the Memorandum of Association or
the Bye-laws of WMTN after the date upon which it became a member if and so far
as the alteration requires such member to take or subscribe for additional
Shares or in any way increases its liability to contribute to the share capital
of, or otherwise pay money to, WMTN.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda. This opinion is not to
be relied upon in respect of any matter other than the issue of the Shares, as
described in the Registration Statement.
On the basis of, and subject to, the foregoing, we are of the opinion that:
1. WMTN has taken all corporate action required to authorize the issuance
of the Shares; and
Conyers Dill & Pearman
27 August, 2001
Page 3
2. Upon the registration of such Shares in WMTN's Register of Members,
such Shares will be validly issued and fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended.
Yours faithfully,
/S/ CONYERS DILL & PEARMAN
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements on
Form S-8 pertaining to the OneBeacon Insurance Savings Plan and the OneBeacon
Insurance Supplemental Plan of White Mountains Insurance Group, Ltd. of our
report dated February 9, 2001, except for Note 17, which is as of March 16,
2001, relating to the 2000 and 1999 financial statements and financial statement
schedules of White Mountains Insurance Group, Ltd. and its subsidiaries.
/s/ PricewaterhouseCoopers
Hamilton, Bermuda
August 24, 2001
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements on
Form S-8 pertaining to the OneBeacon Insurance Savings Plan and the OneBeacon
Insurance Supplemental Plan of White Mountains Insurance Group, Ltd. of our
report dated January 25, 2000, except for Note 22, as to which the date is March
14, 2000, with respect to the consolidated financial statements of Financial
Security Assurance Holdings, Ltd. and it Subsidiaries as of December 31, 1999
and 1998 and for each of the three years in the period ended December 31, 1999
and our report dated February 2, 1999, except for Note 17 as to which the date
is February 24, 1999 with respect to the consolidated financial statements of
Folksamerica Holding Company, Inc. and its subsidiaries for the year ended
December 31, 1998.
/s/ PricewaterhouseCoopers LLP
New York, New York
August 24, 2001
Exhibit 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
White Mountains Insurance Group, Ltd.:
We consent to the incorporation by reference in the Registration Statements on
Form S-8, pertaining to OneBeacon Insurance Savings Plan and OneBeacon Insurance
Supplemental Plan, of White Mountains Insurance Group, Ltd. of our report dated
February 12, 1999, with respect to the consolidated statements of income and
comprehensive income, shareholders' equity, and cash flows of White Mountains
Insurance Group, Ltd. and subsidiaries, and all related schedules, for the year
ended December 31, 1998 which report appears in the December 31, 2000, annual
report on Form 10-K of White Mountains Insurance Group, Ltd.
/s/ KPMG LLP
Providence, Rhode Island
August 24, 2001
Exhibit 24(a)
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that John J. Byrne does hereby make,
constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ John J. Byrne
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that Patrick M. Byrne does hereby make,
constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ Patrick M. Byrne
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that Howard L. Clark, Jr. does hereby
make, constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ Howard L. Clark, Jr.
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that Robert P. Cochran does hereby
make, constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ Robert P. Cochran
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that George J. Gillespie III does
hereby make, constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ George J. Gillespie III
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that Gordon S. Macklin does hereby
make, constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ Gordon S. Macklin
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that Frank A. Olson does hereby make,
constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ Frank A. Olson
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that Steven E. Fass does hereby make,
constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ Steven E. Fass
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that Joseph S. Steinberg does hereby
make, constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ Joseph S. Steinberg
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that John D. Gillespie does hereby
make, constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ John D. Gillespie
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that Raymond Barrette does hereby make,
constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ Raymond Barrette
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
KNOW ALL MEN by these presents, that Arthur Zankel does hereby make,
constitute and appoint K. Thomas Kemp as true and lawful
attorney-in-fact and agent of the undersigned, with full power of
substitution, resubstitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver (i) a Registration
Statement on Form S-8 filed in connection with the White Mountains
Discounted Option Plan, (ii) a Registration Statement on Form S-8 filed
in connection with the White Mountains Long-Term Incentive Plan, (iii)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Performance Plan, (iv) a Registration Statement on Form S-8
filed in connection with the OneBeacon Insurance Savings Plan, and (v)
a Registration Statement on Form S-8 filed in connection with the
OneBeacon Insurance Supplemental Plan (collectively, the "Registration
Statements"), and any and all amendments thereto; such Registration
Statements and each such amendment to the Registration Statements to be
in such form and to contain such terms and provisions as said attorney
or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in and about the premises as fully and to
all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorney or such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents
this 23rd day of August, 2001.
/s/ Arthur Zankel
