ADDENDUM N0. 4
TO THE
PXRE GROUP AMENDED AND RESTATED AGREEMENT
CONCERNING FILING OF CONSOLIDATED
FEDERAL INCOME TAX RETURNS
BETWEEN
PXRE CORPORATION ("PXRE")
AND
TRANSNATIONAL INSURANCE COMPANY ("Transnational")
WHEREAS, Transnational has been a wholly-owned subsidiary of PXRE
Reinsurance Company ("Reinsurance"), and Reinsurance has been a wholly-owned
subsidiary of PXRE;
WHEREAS, Transnational has been a member of the PXRE group of
corporations filing consolidated federal income tax returns (the "PXRE Group")
and, by Addendum No. 3 dated as of December 11, 1996, has been a participant in
the Amended and Restated Agreement dated as of August 23,1993 between PXRE and
Reinsurance establishing the terms pursuant to which the PXRE Group files its
consolidated federal income tax returns;
WHEREAS, pursuant to the Stock Purchase Agreement dated October 4,
0000 (xxx "XXX") xxxxxxx Xxxxxxxxxxx xxx Xxxxxx Xxxxxx Fire Insurance Company, a
New York corporation ("U.S. Fire"), Reinsurance agreed to sell, and U.S. Fire
agreed to purchase, all of the outstanding shares of common stock of
Transnational; and
WHEREAS, upon the effective date of the sale of Transnational
contemplated by the SPA (the "Closing Date"), Transnational will no longer be a
member of the PXRE Group.
NOW, THEREFORE, it is hereby agreed that:
1. with respect to the taxable year of Transnational that ends on
the Closing Date, Transnational shall continue to be a participant in
the PXRE Group Amended and Restated Agreement Concerning the Filing of
Federal Income Tax Returns dated as of August 23, 1993 to which this
Addendum is annexed; and
2. with respect to the taxable years of Transnational that begin
after the Closing Date, Transnational shall no longer be a participant
in the PXRE Group Amended and Restated Ageement Concerning the Filing
of Federal Income Tax Returns dated as of August 23, 1993 to which
this Addendum is annexed.
PXRE CORPORATION
By: Xxxxxx Xxxxxxx, III
-----------------------------
Name: Xxxxxx Xxxxxxx, III
Title: Executive Vice President
TRANSNATIONAL INSURANCE COMPANY
By Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Chief Financial Officer and
Executive Vice President