Re: Separation Letter Agreement (this “Letter Agreement”)Pxre Group LTD • March 16th, 2007 • Title insurance
Your last day of employment with and service as a Director of PXRE Group Ltd. (the “Company”), and each of the Company’s direct and indirect subsidiaries, including, without limitation, PXRE Corporation, PXRE Reinsurance Company and PXRE Reinsurance Ltd. (collectively with the Company, “PXRE”) will be the earliest of (i) December 28, 2007, (ii) the date of the closing under the Agreement and Plan of Merger by and among the Company, PXMS, Inc. and Argonaut Group, Inc. dated as of March 14, 2007, or, in the event that a closing does not occur as aforesaid for any reason, the date of the closing of an alternative transaction in which the Company is acquired (whether by merger or in a sale of assets or capital stock) by an unaffiliated person or entity, (iii) the date you terminate your employment by written notice to the Company for “Good Reason” (as defined in paragraph 17 below) under this Letter Agreement or (iv) the date your employment with the Company is terminated by written notice
VOTING AND CONVERSION AGREEMENTVoting and Conversion Agreement • March 16th, 2007 • Pxre Group LTD • Title insurance
VOTING AND CONVERSION AGREEMENT, dated as of March 14, 2007 (this “Agreement”), by and among PXRE Group Ltd., a Bermuda company (“Parent”), Argonaut Group, Inc., a Delaware corporation (the “Company”), Capital Z Financial Services Fund II, L.P. (“Capital Z Fund”), Capital Z Financial Services Private Fund II, L.P. (“Capital Z Private Fund”), CapZ PXRE Holdings, LLC (“CapZ Holdings”), CapZ PXRE Holdings Private, LLC (“CapZ Holdings Private”), Capital Z Management, LLC (“Capital Management” and collectively with Capital Z Fund, Capital Z Private Fund, CapZ Holdings and CapZ Holdings Private, “Cap Z”), Reservoir Capital Master Fund, L.P. (“Reservoir Capital Master Fund”), Reservoir Capital Master Fund II, L.P. (“Reservoir Capital Master Fund II”), Reservoir Capital Partners, L.P. (“Reservoir Partners”), Reservoir Capital Investment Partners, L.P. (“Reservoir Investment”), Reservoir Capital Group, L.L.C. (“Reservoir Group” and, collectively with Reservoir Capital Master Fund, Reservoir Cap
