Document/Exhibit Description Pages Size
1: 10-K Platinum Underwriters Holdings, Ltd. 138 768K
2: EX-2.1 Formation and Separation Agreement 301 1.41M
3: EX-3.2 Restated Bye-Laws 54 170K
4: EX-4.1 Form of Certificate of Common Shares 2 20K
5: EX-4.2 Indenture 75 361K
6: EX-4.3 Indenture Supplement 20 83K
7: EX-4.4 Purchase Contract Agreement 125 487K
8: EX-4.5 Pledge Agreement 43 179K
9: EX-4.6 Form of Senior Note 13 58K
10: EX-4.7 Form of Guarantee 3 25K
11: EX-4.8 Form of Normal Unit 17 74K
12: EX-4.9 Form of Stripped Unit 16 65K
13: EX-10.1 Share Unit Plan for Non-Employee Directors 6 34K
16: EX-10.15 Letter Agreement 3 26K
17: EX-10.16 364-Day Credit Agreement 53 237K
18: EX-10.17 Letter Amendment #1 to 364-Day Credit Agreement 3 25K
19: EX-10.18 Letter Amendment #2 to 364-Day Credit Agreement 5 28K
20: EX-10.19 Capital Support Agreement 10 45K
14: EX-10.2 2002 Share Incentive Plan 13 67K
21: EX-10.20 Capital Support Agreement 4 25K
22: EX-10.21 Registration Rights Agreement 17 89K
23: EX-10.22 Option Agreement 14 70K
24: EX-10.23 Option Agreement 15 72K
25: EX-10.24 Option Agreement 14 71K
26: EX-10.25 Employee Benefits & Compensation Matters Agreement 29 79K
27: EX-10.26 Master Services Agreement 13 57K
28: EX-10.27 U.K. Master Services Agreement 18 64K
29: EX-10.28 Runoff Services Agreement 23 125K
30: EX-10.29 U.K. Runoff Services Agreement 18 65K
15: EX-10.3 Capital Accumulation Plan 11 57K
31: EX-10.30 Underwriting Management Agreement 9 31K
32: EX-10.31 U.K. Underwriting Agency & Management Agreement 21 62K
33: EX-10.32 U.K. Business Transfer Agreement 59 163K
34: EX-10.33 Intra-Group Asset Transfer Agreement 6 24K
35: EX-10.34 Transitional Trademark License Agreement 10 42K
36: EX-10.35 Investment Agreement 325 1.50M
37: EX-10.36 1st Amendment to Investment Agreement 4 27K
38: EX-10.37 Transfer Restrictions Reg. Righst & Standstill Agr 23 109K
39: EX-10.38 Option Agreement 14 69K
40: EX-10.39 Services & Capacity Reservation Agreement 8 40K
41: EX-10.40 100% Quota Share Retrocession Agreement 110 618K
42: EX-10.41 100% Quota Share Retrocession Agreement 41 149K
43: EX-10.42 100% Quota Share Retrocession Agreement 44 157K
44: EX-10.43 100% Quota Share Retrocession Agreement 42 151K
45: EX-10.44 100% Quota Share Retrocession Agreement 42 154K
46: EX-10.45 100% Quota Share Retrocession Agreement 42 153K
47: EX-10.46 100% Quota Share Retrocession Agreement 36 131K
48: EX-10.47 100% Quota Share Retrocession Agreement 41 152K
49: EX-10.48 100% Quota Share Retrocession Agreement 43 171K
50: EX-10.49 100% Quota Share Retrocession Agreement 41 153K
51: EX-10.50 100% Quota Share Retrocession Agreement 41 153K
52: EX-10.51 100% Quota Share Retrocession Agreement 43 157K
53: EX-10.52 Uk 100% Quota Share Retrocession Agreement 85 397K
54: EX-10.53 Uk 100% Quota Share Retrocession Agreement 42 156K
55: EX-10.54 Uk 100% Quota Share Retrocession Agreement 42 159K
56: EX-10.55 100% Quota Share Retrocession Agreement 114 387K
57: EX-10.56 Security Agreement 20 79K
58: EX-10.57 Control Agreement 31 111K
59: EX-10.58 Discretionary Investment Advisory Agreement 14 57K
60: EX-10.59 Revised & Amended Trust Agreement 28 79K
61: EX-10.60 Discretionary Investment Advisory Agreement 18 76K
62: EX-10.61 Revised and Amended Trust Agreement 26 73K
63: EX-10.62 Discretionary Investment Advisory Agreement 18 77K
64: EX-10.63 Letter Amend. to Revised & Amended Trust Agreement 2 22K
65: EX-10.64 Quota Share Retrocession Agreement 100 331K
66: EX-10.65 Security Agreement 22 86K
67: EX-10.66 Control Agreement 34 125K
68: EX-10.67 Discretionary Investment Advisory Agreement 15 61K
69: EX-99.1 Certification of CEO 1 17K
70: EX-99.2 Certification of CFO 1 18K
EX-10.25 — Employee Benefits & Compensation Matters Agreement
Exhibit Table of Contents
EXHIBIT 10.25
EXECUTION COPY
FORM OF EMPLOYEE BENEFITS AND COMPENSATION
MATTERS AGREEMENT
AGREEMENT, dated as of November 1, 2002 (the "Agreement"), by and
between The St. Paul Companies, Inc. ("St. Paul"), a Minnesota corporation, and
Platinum Underwriters Reinsurance, Inc. ("Platinum US").
WHEREAS, St. Paul intends, contingent upon the closing of an initial
public offering (the "Public Offering") of the Company's common shares, par
value $0.01 per share and the transactions contemplated in the Formation and
Separation Agreement between St. Paul and Company (the "Formation Agreement"),
to transfer to Company the majority of its St. Paul Re division's reinsurance
business; and
WHEREAS, St. Paul and Platinum US wish to provide for the allocation
of assets and liabilities and certain other matters with respect to employee
benefit plans, executive compensation plans and certain other employee plans and
arrangements in connection with the Public Offering.
NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined in this Agreement, capitalized terms shall
have the meaning as defined in the Formation Agreement. As used in this
Agreement, the following terms shall have the following meanings:
1.1 "Affiliate" of any person or entity means any corporation,
partnership, proprietorship or business entity which, directly or indirectly,
owns or controls, is under common ownership or control with, or is owned or
controlled by, such person or entity.
1.2 "Business Employee" means each employee of St. Paul Re, Inc. and any
other employee or independent contractor of St. Paul or its Affiliates who is
dedicated to the conduct of the Business, but excluding any employees or
independent contractors based in the United Kingdom.
1.3 "Closing" shall be as defined in the Formation Agreement.
1.4 "Closing Date" shall be as defined in the Formation Agreement.
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Company" means Platinum Underwriters Holdings, Ltd.
1.7 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
1.8 "Existing Retention Obligations" means those retention obligations of
St. Paul that have arisen from letter agreements between St. Paul Companies,
Inc. and Platinum US Transfer Employees listed on Schedule 1.8.
1.9 "Prorated Retention Obligations" means those retention obligations of
St. Paul and Platinum US that have arisen from letter agreements between
Platinum US and Platinum US Transfer Employees listed on Schedule 1.9 and that
shall be prorated between St. Paul and Platinum US in accordance with Section
6.7(b).
1.10 "Public Offering Date" means the date of the closing of the Public
Offering.
1.11 "St. Paul Cash Balance Plan" means the portion of the St. Paul
Pension Plan that provides for benefit accrual based on the cash balance
formula.
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1.12 "St. Paul Employee" means each employee of St. Paul or any of its
Affiliates, including but not limited to the Business Employees.
1.13 "St. Paul Enhanced Severance Program" means the St. Paul Companies,
Inc. Enhanced Severance Program.
1.14 "St. Paul Executive Retirement Plan" means the portion of the St.
Paul SERP that provides benefits which would have been provided under the St.
Paul Pension Plan if not for limitations imposed by the Code.
1.15 "St. Paul Executive Savings Plan" means the portion of the St. Paul
SERP that provides benefits which would have been provided under the St. Paul
401(k) Plan and the St. Paul Stock Ownership Plan if not for limitations imposed
by the Code.
1.16 "St. Paul 401(k) Plan" means the St. Paul Companies, Inc. Savings
Plus Plan.
1.17 "St. Paul Global Stock Option Plan" means the St. Paul Companies Inc.
Global Stock Option Plan.
1.18 "St. Paul Pension Plan" means the St. Paul Companies, Inc. Employees'
Retirement Plan.
1.19 "St. Paul Restricted Shares" means restricted stock granted under the
St. Paul Stock Incentive Plan.
1.20 "St. Paul Retiree Health Plan" means the St. Paul Companies, Inc.
Retiree Health Plan.
1.21 "St. Paul SERP" means the St. Paul Companies, Inc. Benefit
Equalization Plan, as amended.
1.22 "St. Paul Stock Incentive Plan" means the St. Paul Companies, Inc.,
Amended and Restated 1994 Stock Incentive Plan.
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1.23 "St. Paul Stock Ownership Plan" means the St. Paul Companies, Inc.
Stock Ownership Plan.
1.24 "St. Paul Traditional Plan" means the means the portion of the St.
Paul Pension Plan that provides for benefit accrual based on the original
defined benefit formula provided under the St. Paul Pension Plan.
1.25 "St. Paul Stock Options" means stock options granted under the St.
Paul Stock Incentive Plan and the St. Paul Global Stock Option Plan.
1.26 "Transfer Date" shall be defined in Article II hereof.
1.27 "Platinum US 401(k) Plan" shall have the meaning set forth in Section
3.1 hereof.
1.28 "Platinum US Transfer Employee" means each Business Employee who
becomes an employee of Platinum US in accordance with Article II hereof.
ARTICLE II
EMPLOYMENT
St. Paul and Platinum US shall use their reasonable best efforts so that,
effective on the day immediately following the Closing Date (the "Transfer
Date"), the Business Employees listed on Schedule 2 become employees of Platinum
US.
ARTICLE III
RETIREMENT PLANS
3.1 Platinum US 401(k) Plan.
(a) In General. As soon as practicable on or after the Transfer
Date, Platinum US shall establish a defined contribution plan that includes a
qualified cash or deferred arrangement within the meaning of Section 401(k) of
the Code (the "Platinum US 401(k) Plan") for the benefit of the Platinum US
Transfer Employees and shall take, or cause to be taken, all
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necessary and appropriate action to allow each eligible Platinum US Transfer
Employee to participate in the Platinum US 401(k) Plan.
(b) Service Credit. The employment of each Platinum US Transfer
Employee with St. Paul or any of its Affiliates shall be treated as employment
with Platinum US for purposes of eligibility and vesting under the Platinum US
401(k) Plan to the extent such employees were credited with such employment
under the St. Paul 401(k) Plan.
(c) Rollover. Provided that the parties are reasonably satisfied,
consistent with the regulations under Section 401(a)(31) of the Code, that the
other party's applicable plan meets the requirements for qualification under
Section 401(a) of the Code, Platinum US shall cause the Platinum US 401(k) Plan
to accept the rollover of "eligible rollover distributions" (as defined in
Section 401(a)(31) of the Code) (including outstanding Platinum US Transfer
Employee loans, but excluding distributions of St. Paul common stock) from the
St. Paul 401(k) Plan and the St. Paul Stock Ownership Plan with respect to
Platinum US Transfer Employees in accordance with Platinum US's rollover
procedures. St. Paul shall have no liability with respect to the St. Paul 401(k)
Plan or the St. Paul Stock Ownership Plan account balances of Platinum US
Transfer Employees that are rolled over to the Platinum US 401(k) Plan, other
than any liabilities that arise out of any act or omission of St. Paul or any of
its Affiliates prior to the rollover.
3.2 St. Paul 401(k) Plan.
(a) In General. St. Paul has previously established the St. Paul
401(k) Plan and the St. Paul Stock Ownership Plan for the benefit of the St.
Paul Employees.
(b) Matching Contributions. St. Paul shall contribute or credit (as
applicable) to the St. Paul 401(k) Plan, the St. Paul Executive Savings Plan and
St. Paul Stock
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Ownership Plan, for the account of each Platinum US Transfer Employee who is a
participant in the St. Paul 401(k) Plan, the St. Paul Executive Savings Plan or
the St. Paul Stock Ownership Plan immediately prior to the Transfer Date,
employer matching contributions or credits (as applicable) under the St. Paul
401(k) Plan, the St. Paul Executive Savings Plan and the St. Paul Stock
Ownership Plan through the Transfer Date based on such Platinum US Transfer
Employee's contribution through the Transfer Date. St. Paul shall make such
employer matching contributions and credits at the same time it makes such
contributions and credits under the terms of the applicable plan or such earlier
date as determined by St. Paul. St. Paul agrees that to the extent the terms of
the St. Paul 401(k) Plan, the St. Paul Executive Savings Plan or St. Paul Stock
Ownership Plan require a participant to be employed with St. Paul on the
applicable matching contribution date, each Platinum US Transfer Employee shall
be deemed to be in the employ of St. Paul as of such date. The account balances
for matching contributions of all Platinum US Transfer Employees under the St.
Paul 401(k) Plan, the St. Paul Executive Savings Plan and the St. Paul Stock
Ownership Plan will fully vest upon the Transfer Date.
(c) Performance Shares. Performance Shares held for the account of
each Platinum US Transfer Employee who is a participant in the St. Paul Stock
Ownership Plan immediately prior to the Transfer Date will fully vest upon the
Transfer Date. Platinum US Transfer Employees will not be eligible to receive
Performance Share allocations under the St. Paul Stock Ownership Plan for 2002.
3.3 St. Paul Pension Plan.
(a) In General. St. Paul has previously established the St. Paul
Pension Plan for the benefit of the St. Paul Employees.
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(b) Platinum US Transfer Employees' Accrued Benefits. Each Platinum
US Transfer Employee who is a participant in the St. Paul Pension Plan as of the
Transfer Date and who is (i) within two years of satisfying the minimum
retirement eligibility requirements of the St. Paul Pension Plan (i.e. being 55
years of age and having 10 years of service or being 62 years of age with one
year of service credit) or (ii) is at least 50 years old and has a minimum of 20
years of credited service under the St. Paul Pension Plan, shall receive
additional age and service credit under the St. Paul Pension Plan for service
provided to Platinum US and its Affiliates following the Transfer Date as if
such service had been with St. Paul in an amount equal to only the amount of
additional age and service credit each such Platinum US Transfer Employee needs
to meet the minimum retirement eligibility requirements under the St. Paul
Pension Plan. Provided that the parties are reasonably satisfied, consistent
with the regulations under Section 401(a)(31) of the Code, that the other
party's applicable plan meets the requirements for qualification under Section
401(a) of the Code, Platinum US shall cause the Platinum US 401(k) Plan to
accept the rollover of "eligible rollover distributions" (as defined in Section
401(a)(31) of the Code), including amounts credited for retiree medical under
the St. Paul Cash Balance Plan, from the St. Paul Pension Plan with respect to
Platinum US Transfer Employees in accordance with Platinum US's rollover
procedures.
3.4 St. Paul Retiree Health Plan. Each Platinum US Transfer Employee
who is (i) within two years of satisfying the minimum eligibility requirements
for retiree health or life insurance benefits in accordance of the terms of the
St. Paul Retiree Health Plan, or (ii) is at least 50 years old and has a minimum
of 20 years of credited service under the St. Retiree Health Plan shall receive
additional age and service credit under the St. Paul Retiree Health Plan for
service provided to Platinum US and its Affiliates following the Transfer Date
as if such service had
7
been with St. Paul in an amount equal to only the amount of additional age and
service credit each such Platinum US Transfer Employee needs to meet the minimum
eligibility requirements under the St. Paul Retiree Health Plan. Upon retirement
from Platinum US and its Affiliates, each such Platinum US Transfer Employee who
is eligible to receive retiree health and life insurance benefits under the St.
Paul Retiree Health Plan shall receive such benefits, if any, in accordance with
the terms of the St. Paul Retiree Health Plan as in effect for St. Paul
Employees as of the date of such employee's retirement from Platinum US and its
Affiliates. Nothing in this Section 3.4 shall limit the ability of St. Paul to
amend, suspends or terminate the St. Paul Retiree Health Plan.
ARTICLE IV
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS
4.1 St. Paul SERP.
(a) In General. St. Paul has previously established the St. Paul
SERP for the benefit of certain employees of St. Paul.
(b) Additional Age and Service Credit. Each Platinum US Transfer
Employee who is a participant in the St. Paul Executive Retirement Plan as of
the Transfer Date and who is (i) within two years of satisfying the minimum
retirement eligibility requirements of the St. Paul SERP or (ii) is at least 50
years old and has a minimum of 20 years of credited service under the St. Paul
SERP shall receive additional age and service credit under the St. Paul
Executive Retirement Plan for service provided to Platinum US and its Affiliates
following the Transfer Date as if such service had been with St. Paul in an
amount equal to only the amount of additional age and service credit each such
Platinum US Transfer Employee needs to meet the minimum retirement eligibility
requirements under the St. Paul Executive Retirement Plan.
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(c) Platinum US Transfer Employees' Vested Benefits. Each Platinum
US Transfer Employee who is a participant in the St. Paul SERP as of the
Transfer Date shall receive a payout of such employee's vested St. Paul SERP
benefit in accordance with the terms of the St. Paul SERP.
ARTICLE V
ST. PAUL STOCK INCENTIVE PLAN AND ST. PAUL GLOBAL STOCK OPTION PLAN
5.1 Transfer of Employment. For purposes of the St. Paul Stock Incentive
Plan and the St. Paul Global Stock Option Plan, transfer of a Platinum US
Transfer Employee's employment from St. Paul to Platinum US shall constitute a
termination of employment without Cause (as such term is defined in the relevant
stock option plan) as of the Transfer Date.
5.2 Stock Options. All St. Paul Stock Options held by Platinum US Transfer
Employees that are vested as of the Transfer Date will be exercisable in
accordance with their terms and the relevant stock option plan. All St. Paul
Stock Options held by Platinum US Transfer Employees that are unvested as of the
Transfer Date will terminate as of such date; and each such Platinum US Transfer
Employee will be entitled to receive, for each unvested St. Paul Stock Option
that otherwise would have vested during the period from the Transfer Date
through the second anniversary of the Transfer Date, a cash payment on each date
such St. Paul Stock Option otherwise would have vested equal to (i) the number
of shares subject to such employee's St. Paul Stock Options that otherwise would
have vested on such vesting date, multiplied by (ii) the value per share of each
such option, determined based on the excess of the closing price of the St. Paul
common stock on the New York Stock Exchange on the Transfer Date, over the
exercise price of the option, provided such Platinum US Transfer Employee is
still employed by Platinum US or one of its Affiliates as of each such vesting
date. The foregoing cash payments
9
shall be made by Platinum US, and St. Paul shall reimburse Platinum US for the
amounts of such payments within thirty (30) days following written notice from
Platinum US.
5.3 Restricted Shares. The restrictions on all St. Paul Restricted Shares
held by Platinum US Transfer Employees that otherwise would have lapsed during
the period from the Transfer Date through the first anniversary of the Transfer
Date, shall lapse immediately prior to the Transfer Date. Effective as of the
Transfer Date, all St. Paul Restricted Shares held by Platinum US Transfer
Employees shall terminate as of such date and shall be of no further force and
effect.
ARTICLE VI
OTHER BENEFITS
6.1 Continuation of Coverage. Effective for the period from the Transfer
Date through December 31, 2002 (the "Continuation Coverage Period"), each
Platinum US Transfer Employee and each other employee of Platinum US hired after
the Transfer Date, together with dependents thereof, shall continue to be
covered by St. Paul's employee welfare and fringe benefit plans listed on
Schedule 6.1 (collectively, "Welfare Plans") on the same basis as if their
employment with Platinum US and its Affiliates was continued employment with St.
Paul (including for purposes of co-payments and deductibles). Effective January
1, 2003, each Platinum US Transfer Employee, together with dependents thereof,
shall cease to be covered by the Welfare Plans and shall be eligible to
participate in Platinum US's employee welfare and fringe benefit plans,
including but not limited to plans, programs, policies and arrangements which
provide medical and dental coverage, life and accident insurance and disability
coverage (collectively, " Platinum US Welfare Plans").
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6.2 Cost Allocation of Continuation Coverage. Platinum US shall be
responsible for the costs of providing continuation coverage to eligible
Platinum US Transfer Employees under the Welfare Plans during the Continuation
Coverage Period (including, but not limited to the costs of providing such
benefits and certain administrative costs) solely in accordance with the terms
of a letter agreement (the "Letter Agreement") to be entered into between St.
Paul and Platinum US as soon as practicable following the date on which the
Formation Agreement is entered into.
6.3 Certain Health Plan Provisions. Any pre-existing condition and
actively at work requirements in any of the Platinum US Welfare Plans that are
medical, dental or health plans shall be waived with respect to eligible
Platinum US Transfer Employees, to the extent such conditions and requirements
were not applicable to each such employee immediately prior to January 1, 2003.
6.4 Vacation. Any earned, but not taken, vacation time and other paid time
off with St. Paul of each Platinum US Transfer Employee shall become the
responsibility of Platinum US effective as of the Transfer Date, and St. Paul
shall cease to have any liability in respect thereof.
6.5 2002 Bonuses. As soon as practicable following the date that the 2002
annual bonuses, if any, are paid by St. Paul to St. Paul Employees (or on or no
later than March 31, 2003 if no such bonuses are paid), St. Paul shall reimburse
Platinum US an amount equal to the bonus of each Platinum US Transfer Employee
set forth on Annex A (attached hereto), which amounts are prorated for the
period from January 1, 2002 (or, if later, the date of the Platinum US Transfer
Employee's commencement of employment) through the Transfer Date, provided such
Platinum US Transfer Employee is employed by Platinum US on the date that 2002
annual bonuses are (or would have been) paid to St. Paul Employees.
11
6.6 Enhanced Severance Program. Prior to the Transfer Date, Platinum US
shall adopt the St. Paul Enhanced Severance Program and shall keep such plan in
effect for the benefit of all Platinum US Transferred Employees for the period
from the Transfer Date until ninety (90) days following the Transfer Date. St.
Paul will remain liable for the expense of any Platinum US Transferred Employees
terminated by Platinum US during such 90-day period, in accordance with the
terms of the St. Paul Enhanced Severance Program and based on each such Platinum
US Transferred Employee's accrued service and salary through the Transfer Date.
St. Paul shall keep in effect for the period from the Transfer Date until 90
days following the Transfer Date the St. Paul Enhanced Severance Program for all
Business Employees who do not become Platinum US Transfer Employees.
6.7 Retention Obligations.
(a) St. Paul agrees to honor all Existing Retention Obligations and
to recognize under the Existing Retention Obligations all service provided to
Platinum US and its Affiliates following the Transfer Date.
(b) St. Paul and Platinum US agree to honor the Prorated Retention
Obligations on a pro rata basis as follows: (i) St. Paul shall assume and be
liable for the portion of each Prorated Retention Obligation in an amount equal
to the product of (A) the amount of each such Prorated Retention Obligation and
(B) a fraction, the numerator of which is the number of days from the date such
Prorated Retention Obligation was entered into through the Transfer Date and the
denominator of which is the number of days from the date such Prorated Retention
Obligation was entered into through July 1, 2004, and (ii) Platinum US shall
assume and be liable for the portion of each Prorated Retention Obligation in an
amount equal to the product of (A) the amount of each such Prorated Retention
Obligation and (B) a fraction, the
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numerator of which is the number of days from the Transfer Date through July 1,
2004 and the denominator of which is the number of days from the date such
Prorated Retention Obligation was entered into through July 1, 2004. St. Paul
will reimburse Platinum US for St. Paul's portion of the Prorated Retention
Obligation within 10 business days of its receipt of notice from Platinum US
that the Prorated Retention Obligation amounts have been paid.
6.8 Payroll Services. Effective for the period from the Transfer Date
through December 31, 2002, St. Paul shall provide Platinum US with payroll
processing, payroll deduction, tax withholding, and year end tax reporting for
the Platinum US Transfer Employees and Platinum US shall be responsible for all
costs of such services in accordance with the terms of the Letter Agreement and
the Master Services Agreement.
6.9 Withholding. St. Paul and Platinum US shall individually and
collectively make commercially reasonable efforts to avoid unnecessary
duplicated federal, state or local payroll and other withholding taxes with
respect to the Platinum US Transfer Employees for 2002.
ARTICLE VII
MISCELLANEOUS
7.1 Certain Aspects. Nothing in this Agreement shall be treated as, or
deemed to affect any employee benefit plan of St. Paul's subsidiaries
incorporated outside of the United States.
7.2 Entire Agreement. This Agreement shall constitute the entire agreement
between the parties with respect to the subject matter hereof and shall
supersede all previous negotiations, discussions, agreements and understandings
with respect to such subject matter.
7.3 Employee Liabilities.
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(a) Except as otherwise provided herein, St. Paul shall retain all
liabilities with respect to any employee benefit plan, program, policy or
arrangement maintained by St. Paul for the benefit of the Business Employees
(including the Platinum US Transferred Employees), any other liabilities of any
nature whatsoever relating to the Business Employees (including the Platinum US
Transfer Employees) that relate to the periods prior to and including the
Transfer Date, and any other liabilities of any nature whatsoever relating to
the Business Employees who do not become Platinum US Transferred Employees that
relate to any period before or after the Transfer Date. Except as otherwise
provided herein, St. Paul shall be responsible for any payment of (whether of
severance pay or otherwise), acceleration of, forgiveness of indebtedness owing
from, vesting of, distribution of, or increase in or obligation to fund, any
compensation or benefits with respect to any Business Employee (including
Platinum US Transfer Employees) under any employee benefit plan, program, policy
or arrangement maintained by St. Paul or its Affiliates as a result of the
execution of, consummation of, and performance of the transactions contemplated
in, the Formation Agreement (including the Public Offering or the Closing)
(either alone or upon the occurrence of any additional or subsequent events).
(b) Except as specifically provided in this Agreement, Platinum US
shall be responsible for any liabilities relating to the Platinum US Transfer
Employees which are incurred after the Transfer Date.
7.4 Dispute Resolution.
(a) Mandatory Arbitration. The parties hereto shall promptly submit
any dispute, claim, or controversy arising out of or relating to this Agreement
and/or the provision of services hereunder, including effect, validity, breach,
interpretation, performance, or
14
enforcement (collectively, a "Dispute") to binding arbitration in New York, New
York at the offices of Judicial Arbitration and Mediation Services, Inc.
("JAMS") before an arbitrator (the "Arbitrator") in accordance with JAMS'
Comprehensive Arbitration Rules and Procedures and the Federal Arbitration Act,
9 U.S.C. Sections 1 et seq. The Arbitrator shall be a former judge selected from
JAMS' pool of neutrals. The parties agree that, except as otherwise provided
herein respecting temporary or preliminary injunctive relief, binding
arbitration shall be the sole means of resolving any Dispute. Judgment on any
award of the Arbitrators may be entered by any court of competent jurisdiction.
(b) Costs. The costs of the arbitration proceeding and any
proceeding in court to confirm or to vacate any arbitration award or to obtain
temporary or preliminary injunctive relief as provided in paragraph (c) below,
as applicable (including, without limitation, actual attorneys' fees and costs),
shall be borne by the unsuccessful party and shall be awarded as part of the
Arbitrator's decision, unless the Arbitrator shall otherwise allocate such costs
in such decision.
(c) Injunctive Relief. The parties hereto may seek or obtain
temporary or preliminary injunctive relief in a court for any breach or
threatened breach of any provision hereof pending the hearing before and
determination of the Arbitrator. St. Paul hereby agrees that it shall continue
to provide, or cause its Affiliates to provide, any and all services hereunder
pending the hearing before and determination of the Arbitrator, it being agreed
and understood that the failure to so provide may cause irreparable harm to
Platinum and its Affiliates and that the putative breaching party has assumed
all of the commercial risks associated with such breach or threatened breach of
any provision hereof by such party.
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(d) Courts. The parties agree that the State and Federal courts in
The City of New York shall have jurisdiction for purposes of enforcement of
their agreement to submit Disputes to arbitration and of any award of the
Arbitrator.
7.5 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without applying or giving
effect to provisions relating to conflict of laws.
7.6 Notices. All notices and other communications hereunder shall be in
writing, shall reference this Agreement and shall be hand delivered or mailed by
registered or certified mail (return receipt requested) or sent by any means of
electronic message transmission with delivery confirmed (by voice or otherwise)
to the parties at the following addresses (or at such other addresses for a
party as shall be specified by like notice) and will be deemed given on the date
on which such notice is received:
To St. Paul:
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
Attention: General Counsel
To Platinum US:
The address of Platinum US's principal place of business
Attention: Corporate Secretary
7.7 Amendments. This Agreement may not be modified or amended except by an
agreement in writing signed by the parties.
7.8 Successors and Assigns. Neither party may assign its rights or
delegate any of its duties or obligations under this Agreement without the prior
written consent of the other party.
16
This Agreement and all of the provisions hereof shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns.
7.9 No Third Party Beneficiaries. This Agreement is solely for the benefit
of the parties hereto and their respective subsidiaries and should not be deemed
to confer upon third parties any remedy, claim, liability, reimbursement, claim
of action or other right in excess of those existing without reference to this
Agreement.
7.10 Titles and Headings. Titles and headings to sections herein are
inserted for the convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
7.11 Enforceability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render such
provision unenforceable in any other jurisdiction.
7.12 Access to Information. Platinum US and St. Paul shall provide each
other with access to information reasonably necessary in order to carry out the
provisions of this Agreement (including premium reconciliation for billing and
collections). As of the Transfer Date, St. Paul shall transfer to Platinum US
originals or copies of all personnel files, records and reports in respect of
the Platinum US Transfer Employees, whether in hard copy, electronic format,
magnetic or other media. The parties agree that they shall be joint owners of
the information and records relating to the Platinum US Transfer Employees,
whether they have originals or copies of the various components thereof.
17
7.13 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
18
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first hereinabove written.
THE ST. PAUL COMPANIES, INC.
By: /s/ Thomas A. Bradley
--------------------------------------------------------
Title: Executive Vice President and Chief Financial Officer
PLATINUM UNDERWRITERS REINSURANCE, INC.
By: /s/ Michael D. Price
--------------------------------------------------------
Name: Michael D. Price
Title: President and Chief Underwriting Officer
19
SCHEDULE 1.8
EXISTING RETENTION OBLIGATIONS
[Download Table]
PAYMENT ELIGIBLE TO RECEIVE PAYMENT ELIGIBLE TO RECEIVE
IF EMPLOYED BY ST. PAUL RE IF EMPLOYED BY ST. PAUL RE
OR PLATINUM US OR PLATINUM US
NAME OF EMPLOYEE THROUGH JUNE 1, 2002 THROUGH JUNE 1, 2003
---------------- --------------------------- ---------------------------
Dennis Koruda $50,000 $50,000
Robert Porter $50,000 $50,000
John Bender $50,000 $50,000
Tim Hein $50,000 $50,000
James Roddy $50,000 $50,000
Ed Torres $50,000 $50,000
Kevin Marine $50,000 $50,000
H. Elizabeth Mitchell $50,000 $50,000
Eleni Kourou $50,000 $50,000
Cathryn Curia $50,000 $50,000
Greg Richardson $50,000 $50,000
Manny Hur $50,000 $50,000
20
SCHEDULE 1.9
PRORATED RETENTION OBLIGATIONS
Platinum U.S. Employees
Retention Schedule
[Download Table]
NAME JOB TITLE RETENTION $ DATE
---- --------- ----------- ----
BAKER,KATHLEEN UNDERWRITING OFFICER $39,000 7/1/04
BARRETT-JR,JOSEPH A. VICE PRESIDENT $29,750 7/1/04
BARREZUETA,NATHALIE SR PROJECT MANAGER $17,205 7/1/04
BENDER,JOHN R SR VICE PRESIDENT $225,000 7/1/04
BOLISLAVSKY,GERMAN $16,050 7/1/04
BUCHANAN,JOHN W SR VICE PRESIDENT $98,850 7/1/04
CAPONIGRO,CHRIS VICE PRESIDENT $67,500 7/1/04
CELLARS,RALPH M SR VICE PRESIDENT $100,000 7/1/04
CHVOY,DARREL VICE PRESIDENT $29,750 7/1/04
CLARO,TERESA C SENIOR VICE PRESIDENT $78,000 7/1/04
CONRAD,RAQUEL KATHLEEN ASSISTANT VICE PRESIDENT $26,875 7/1/04
CONWAY,JAMES M VICE PRESIDENT $47,500 7/1/04
CURIA,CATHRYN A EXECUTIVE VICE PRESIDENT $125,000 7/1/04
DAVISON,WILLIAM R VICE PRESIDENT $33,250 7/1/04
DLUGOSZ-III,FRANK SYSTEMS/TELECOMMUNICATION MGR $15,030 7/1/04
EICHMANN,JANE ASSISTANT VICE PRESIDENT $65,000 7/1/04
ENGEL,SAMANTHA E AVP-HEALTHCARE UNIT $29,050 7/1/04
FATA,MICHAEL ASSISTANT VICE PRESIDENT $23,525 7/1/04
FAZAL,NASSIR M SR PROJECT MANAGER $17,220 7/1/04
FAZAL,OMAR INFO CENTER MANAGER $14,250 7/1/04
FINAMORE,MICHAEL J LAN ADMINISTRATOR $12,750 7/1/04
FRY,KEVIN VICE PRESIDENT $29,000 7/1/04
GEARHEART,JEFF A VICE PRESIDENT $65,000 7/1/04
HEIN,TIMOTHY SR VICE PRESIDENT $102,000 7/1/04
HUR,MAN-GYU VICE PRESIDENT $87,500 7/1/04
KEELEY,CATHERINE M CONTRACT WORDING OFFICER $45,000 7/1/04
KELLY,THOMAS P VICE PRESIDENT $160,000 7/1/04
KORUDA,DENNIS M EXECUTIVE VICE PRESIDENT $125,000 7/1/04
KOUROU,ELENI SR VICE PRESIDENT $225,000 7/1/04
LIN,DENGXING PRICING OFFICER $10,400 7/1/04
MACINTYRE,THOMAS J ACTUARIAL OFFICER $49,000 7/1/04
MACRI,ANTHONY C VICE PRESIDENT-FINANCE $70,000 7/1/04
MAHER,JIM VICE PRESIDENT $87,500 7/1/04
MARINE,KEVIN S SR VICE PRESIDENT $225,000 7/1/04
MITCHELL,H ELIZABETH EXECUTIVE VICE PRESIDENT $175,000 7/1/04
MULLIGAN,MAUREEN P ASSISTANT VICE PRESIDENT $25,000 7/1/04
OLSON,MILARY N ASSISTANT VICE PRESIDENT $30,200 7/1/04
PLASENCIA,JOSEPH VICE PRESIDENT-DATA CENTER $70,100 7/1/04
PORTER,ROBERT SR VICE PRESIDENT $225,000 7/1/04
PULLIAM,LEWIS R SR VICE PRESIDENT $45,000 7/1/04
REDLICH,STEVEN L. VICE PRESIDENT $76,250 7/1/04
RENE,PATRICK INFO TECH OFFICER $34,100 7/1/04
RICHARDSON,GREGORY J EXECUTIVE VICE PRESIDENT $150,000 7/1/04
ROBERTSON,JOHN P VICE PRESIDENT $42,950 7/1/04
RODDY,JAMES A SR VICE PRESIDENT $215,000 7/1/04
SARISKY,AMY J VICE PRESIDENT $80,000 7/1/04
SCHMIDT,NEAL J EXECUTIVE VICE PRESIDENT $175,000 7/1/04
SCHULTZ,SARAH A VICE PRESIDENT $32,000 7/1/04
SPOKONY,KENNETH J SENIOR VICE PRESIDENT $38,625 7/1/04
STEINER,YUNUS UNDERWRITING OFFICER $18,750 7/1/04
TIMPONE,STEPHEN A VICE PRESIDENT-ASST CONTROLLER $70,000 7/1/04
TORRES,EDWARD F SENIOR VICE PRESIDENT/FS $100,000 7/1/04
TURKEL,WILLIAM VICE PRESIDENT $28,750 7/1/04
TUTTLE,JEROME E SR VICE PRESIDENT $93,750 7/1/04
YULGA,JAMES D SR VICE PRESIDENT $225,000 7/1/04
ZILINSKIS,STEPHEN P VICE PRESIDENT $37,250 7/1/04
$4,378,680
SCHEDULE 2
BUSINESS EMPLOYEES
Platinum EE List 10281
[Download Table]
LAST NAME FIRST NAME
--------- ----------
ARELLANO PRISCILA
BAKER KATHLEEN
BARNETT CLAUDETTE
BARRETT-JR JOSEPH
BARREZUETA NATHALIE
BENDER JOHN
BIZARRO ELIZABETH
BOLISLAVSKY GERMAN
BONILLA MARTHA
BRENNAN-SCHULMAN SUSAN
BRILLER ELENA
BUCHANAN JOHN
CALABRESE PHYLLIS
CAMPOMANES ROSARIO
CAPONIGRO CHRIS
CELLARS RALPH
CHVOY DARREL
CLARO TERESA
CONRAD RAQUEL
CONWAY JAMES
CRUZ JUDITH
CURCIO LOREDANA
CURIA CATHRYN
DAGOSTINO THOMAS
DAVISON WILLIAM
DIFEDERICO KIMERBLY
DLUGOSZ-III FRANK
DORSETT SHERLYN
EICHMANN JANE
ELLA JOSEPHINE
ELSAAYED THERESIA
ENGEL SAMANTHA
FADDEN JEROME
FARLEY KRISTINE
FATA MICHAEL
FAZAL NASSIR
FAZAL OMAR
FINAMORE MICHAEL
FISHMAN VICTORIA
FRENCH GARY
FRY KEVIN
GEARHEART JEFF
GIUNTI JOSEPHINE
GRAND LINDA
HEGEL ANDREW
HEIN TIMOTHY
HERNANDEZ GRACIELA
HUR MAN-GYU
Page 1
Platinum EE List 10281
[Download Table]
JOHNSON GERALD
KATTAN KAREN
KEELEY CATHERINE
KELLY THOMAS
KINNIER DANIEL
KORUDA DENNIS
KOUROU ELENI
LANGE PETER
LEE SUSAN
LEW PHILIP
LIN DENGXING
LOMBARDOZZI MICHAEL
LOPEZ NANCY
MACINTYRE THOMAS
MACRI ANTHONY
MAHER JIM
MARAVI FERNANDO
MARCHESE MARGARET
MARINE KEVIN
MCPHERSON MICHAEL
MCPHERSON CONROY
MERMANISHVILI LIA
MITCHELL H. ELIZABETH
MONTELEONE DOROTHEA
MORALES JOSEPHINE
MORTAROTTI LIONEL
MUI ELIZABETH
MULLIGAN MAUREEN
NORTON SUSAN
OLSON MILARY
ORBES MARY
PADILLA JILL
PLASENCIA JOSEPH
POLIZZI LINDA
PORTER ROBERT
PRICE MICHAEL
PULLIAM LEWIS
REDLICH STEVEN
RENE PATRICK
RICHARDSON GREGORY
RIVERA RAFAEL
ROBBIE WILLIAM
ROBERTSON JOHN
RODDY JAMES
ROSHONG BRETT
SANTOPAULO JOELLYN
SAPIENZA MICHAEL
SARISKY AMY
SCHMIDT NEAL
Page 2
Platinum EE List 10281
[Download Table]
SCHULTZ SARAH
SCULLY ROBERT
SIMS ROBERT
SMILEY MICHAEL
SMITH ROBERT
SOTO MICHELLE
SPOKONY KENNETH
STEINER YUNUS
SUNDARARAJAN RAMAN
TIMPONE STEPHEN
TIMPONE LAURA
TORIBIO SONYA
TORRES EDWARD
TURKEL WILLIAM
TUTTLE JEROME
VELASQUEZ MIRIAM
WHITE SANDRA
WOLD JOHN
WU WILLIE
YULGA JAMES
ZHANG LARRY XU
ZILINSKIS STEPHEN
Page 3
SCHEDULE 6.1
WELFARE PLANS
1. The St. Paul Companies, Inc. Medical Plan
2. The St. Paul Companies, Inc. Dental Plan
3. The St. Paul Companies, Inc. Vision Plan
4. The St. Paul Companies, Inc. Basic Life Insurance and AD&D Insurance
5. The St. Paul Re Supplemental Life Insurance Plan (Unicare) (subject to
approval of insurance carrier)
6. The St. Paul Companies, Inc. Short-Term Disability Plan
7. The St. Paul Companies, Inc. Long-Term Disability Plan
8. The St. Paul Companies, Inc. Reserve Accounts
9. The St. Paul Companies, Inc. Group Legal Plan
10. The St. Paul Companies, Inc. Personal Financial Planning Program
ANNEX A
2002 BONUSES
[Download Table]
Name of Employee 2002 St. Paul Bonus Reimbursements
---------------- ----------------------------------
Priscila Arellano $ 4,946
Kathleen Baker $ 13,000
Joseph Barrett, Jr $ 29,750
Nathalie Barrezueta $ 9,558
John Bender $ 93,750
Elizabeth Bizarro $ 2,950
German Bolislavsky $ 8,917
Susan Brennan-Schulman $ 6,125
John Buchanan $ 80,708
Chris Caponigro $ 33,750
Ralph Cellars $ 83,333
Darrel Chvoy $ 24,792
Teresa Claro $ 45,500
Raquel Kathleen Conrad $ 22,396
James Conway $ 39,583
Cathryn Curia $104,167
Thomas Dagostino $ 10,000
William Davison $ 27,708
Frank Dlugosz $ 8,350
Jane Eichmann $ 27,083
Josephine Ella $ 5,292
Samantha Engel $ 19,367
Jerome Fadden $650,000
Michael Fata $ 19,604
Nassir Fazal $ 9,567
Omar Fazal $ 7,917
Michael Finamore $ 7,083
Gary French $ 38,542
Kevin Fry $ 24,167
Jeff A. Gearheart $ 27,083
Linda Grand $ 7,200
Andrew Hegel $ 9,625
Timothy Hein $ 85,000
Man-Gyu Hur $ 51,042
Catherine Keeley $ 11,250
Thomas Kelly $ 40,000
Daniel Kinnier $ 17,950
Dennis Koruda $104,167
Eleni Kourou $ 93,750
Peter Lange $ 17,567
Philip Lew $ 15,660
[Download Table]
Name of Employee 2002 St. Paul Bonus Reimbursements
---------------- ----------------------------------
Dengxing Lin $ 13,000
Michael Lombardozzi $157,500
Thomas Macintyre $ 16,667
Anthony Macri $ 35,000
Jim Maher $ 51,042
Kevin Marine $ 93,750
Elizabeth Mitchell $218,750
Dorothea Monteleone $ 20,833
Lionel Mortarotti $ 44,276
Elizabeth Mui $ 29,167
Maureen Mulligan $ 16,667
Milary Olson $ 20,133
Joseph Plasencia $ 35,050
Robert Porter $ 93,750
Michael Price $285,714
Lewis Pulliam $ 75,000
Steven Redlich $ 50,833
Patrick Rene $ 34,100
Gregory Richardson $125,000
William Robbie $157,500
John Robertson $ 42,950
James Roddy $ 89,583
Takeshi Sanuki $ 30,417
Michael Sapienza $ 16,667
Amy Sarisky $ 40,000
Neal Schmidt $218,750
Sarah Schultz $ 26,667
Robert Scully $ 9,200
Michael Smiley $ 72,083
Robert Smith $ 13,125
Kenneth Spokony $ 64,375
Yunus Steiner $ 9,375
Raman Sundarrajan $ 8,083
Laura Timpone $ 11,050
Stephen Timpone $ 35,000
Edward Torres $ 83,333
William Turkel $ 28,750
Jerome Tuttle $ 78,125
James Yulga $ 93,750
Larry Xu Zhang $ 10,938
Stephen P. Zilinskis $ 37,250
25
Dates Referenced Herein and Documents Incorporated by Reference
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