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Tower Group (TWGP)

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TWGP » Topics » Table of Contents

This excerpt taken from the TWGP DEF 14A filed Mar 27, 2009.

Table of Contents


		Page


Proxy Statement		1

Election of Directors		3

Corporate Governance		4

Management — Directors and Executive Officers		12

Security Ownership of Certain Beneficial Owners and Management		17

Compensation Discussion and Analysis		18

Compensation Committee Report		27

Summary Compensation Table		28

All Other Compensation Table		28

Grants of Plan-Based Awards in 2008		29

Outstanding Equity Awards at December 31, 2008		33

Equity Compensation Plan Information		34

Option Exercises and Stock Vested in 2008		34

Nonqualified Deferred Compensation for 2008		35

Potential Payments Upon Termination of Employment Or Change of Control		35

Director Compensation for 2008		36

Audit Committee Report		38

Pre-Approval Policy for Services of Independent Registered Public Accountant		39

Independent Registered Public Accountant’s Fees		39

Ratification of Appointment of Independent Registered Public Accounting Firm		40

Stockholder Proposals		40

These excerpts taken from the TWGP 10-K filed Mar 16, 2009.

TABLE OF CONTENTS


PART I			2
	Item 1.	Business	2
	Item 1A.	Risk Factors	35
	Item 1B.	Unresolved Staff Comments	52
	Item 2.	Properties	52
	Item 3.	Legal Proceedings	53
	Item 4.	Submission Of Matters To A Vote Of Security Holders	53
PART II			54
	Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	54
	Item 6.	Selected Consolidated Financial Information	56
	Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	57
	Item 7A.	Quantitative And Qualitative Disclosures About Market Risk	95
	Item 8.	Financial Statements And Supplementary Data	99
	Item 9.	Changes In And Disagreements With Accountants Or Accounting And Financial Disclosure	100
	Item 9A.	Control And Procedures	100
	Item 9B.	Other Information	101
PART III			101
	Item 10.	Directors And Executive Officers Of The Registrant	101
	Item 11.	Executive Compensation	101
	Item 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	101
	Item 13.	Certain Relationships And Related Transactions, And Director Independence	101
	Item 14.	Principal Accountant Fees And Services	101
PART IV.			102
	Item 15.	Exhibits, Financial Statement Schedules	102
EX-10.34: COMBINED AMENDMENT NO. 1 TO AMENDED AND RESTATED BROKERAGE BUSINESS QUOTA
EX-10.50: FORM OF 2004 LONG TERM EQUITY COMPENSATION PLAN
EX-10.71: SUPPLEMENTAL GUARANTEE
EX-10.72: SUPPLEMENTAL GUARANTEE
EX-10.73: SUPPLEMENTAL GUARANTEE
EX-10.74: AMENDMENT NO. 2 TO AMENDED AND RESTATED BROKERAGE BUSINESS QUOTA
EX-10.75: SEPARATION AGREEMENT
EX-10.76: CONSULTING AGREEMENT
EX-10.77: LETTER OF AMENDMENT TO STOCK PURCHASE AGREEMENT
EX-21.1: SUBSIDIARIES
EX-23.1: CONSENT OF JOHNSON LAMBERT & CO.
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32: CERTIFICATION

TABLE OF
CONTENTS


PART I			2
	Item 1.	Business	2
	Item 1A.	Risk Factors	35
	Item 1B.	Unresolved Staff Comments	52
	Item 2.	Properties	52
	Item 3.	Legal Proceedings	53
	Item 4.	Submission Of Matters To A Vote Of Security Holders	53
PART II			54
	Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	54
	Item 6.	Selected Consolidated Financial Information	56
	Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	57
	Item 7A.	Quantitative And Qualitative Disclosures About Market Risk	95
	Item 8.	Financial Statements And Supplementary Data	99
	Item 9.	Changes In And Disagreements With Accountants Or Accounting And Financial Disclosure	100
	Item 9A.	Control And Procedures	100
	Item 9B.	Other Information	101
PART III			101
	Item 10.	Directors And Executive Officers Of The Registrant	101
	Item 11.	Executive Compensation	101
	Item 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	101
	Item 13.	Certain Relationships And Related Transactions, And Director Independence	101
	Item 14.	Principal Accountant Fees And Services	101
PART IV.			102
	Item 15.	Exhibits, Financial Statement Schedules	102
EX-10.34: COMBINED AMENDMENT NO. 1 TO AMENDED AND RESTATED BROKERAGE BUSINESS QUOTA
EX-10.50: FORM OF 2004 LONG TERM EQUITY COMPENSATION PLAN
EX-10.71: SUPPLEMENTAL GUARANTEE
EX-10.72: SUPPLEMENTAL GUARANTEE
EX-10.73: SUPPLEMENTAL GUARANTEE
EX-10.74: AMENDMENT NO. 2 TO AMENDED AND RESTATED BROKERAGE BUSINESS QUOTA
EX-10.75: SEPARATION AGREEMENT
EX-10.76: CONSULTING AGREEMENT
EX-10.77: LETTER OF AMENDMENT TO STOCK PURCHASE AGREEMENT
EX-21.1: SUBSIDIARIES
EX-23.1: CONSENT OF JOHNSON LAMBERT & CO.
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32: CERTIFICATION

This excerpt taken from the TWGP DEF 14A filed Apr 11, 2008.

Table of Contents


		Page


Proxy Statement		1

Election of Directors		3

Corporate Governance		4

Management — Directors and Executive Officers		11

Security Ownership of Certain Beneficial Owners and Management		15

Compensation Discussion and Analysis		16

Compensation Committee Report		21

Summary Compensation Table		22

Grants of Plan-Based Awards in 2007		23

Outstanding Equity Awards at December 31, 2007		24

Equity Compensation Plan Information		24

Option Exercises and Stock Vested in 2007		25

Potential Payments upon Termination of Employment or Change of Control		26

Director Compensation for 2007		30

Audit Committee Report		31

Pre-Approval Policy for Services of Independent Registered Public Accountant		32

Independent Registered Public Accountant’s Fees		32

Approval of Appointment of Independent Registered Public Accounting Firm		32

Approval of Amendment and Restatement of the 2004 Long Term Equity Compensation Plan		33

Approval of Material Terms of the 2004 Long Term Equity Compensation Plan		41

Approval of Material Terms of the Short Term Performance Incentive Plan		43

Stockholder Proposals		47

These excerpts taken from the TWGP 10-K filed Mar 14, 2008.

TABLE OF CONTENTS


		PART I
	Item 1.	Business	2
	Item 1A.	Risk Factors	36
	Item 1B.	Unresolved Staff Comments	48
	Item 2.	Properties	48
	Item 3.	Legal Proceedings	48
	Item 4.	Submission Of Matters To A Vote Of Security Holders	49
PART II			49
	Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	49
	Item 6.	Selected Consolidated Financial Information	51
	Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	52
	Item 7A.	Quantitative And Qualitative Disclosures About Market Risk	85
	Item 8.	Financial Statements And Supplementary Data	88
	Item 9.	Changes In And Disagreements With Accountants Or Accounting And Financial Disclosure	89
	Item 9A.	Control And Procedures	89
	Item 9B.	Other Information	90
PART III			90
	Item 10.	Directors And Executive Officers Of The Registrant	90
	Item 11.	Executive Compensation	90
	Item 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	90
	Item 13.	Certain Relationships And Related Transactions, And Director Independence	90
	Item 14.	Principal Accountant Fees And Services	90
PART IV.			91
Item 15. Exhibits, Financial Statement Schedules			91
EX-10.49: FOURTH AMENDMENT TO LEASE
EX-10.50: FIFTH AMENDMENT TO LEASE
EX-10.54: AMENDMENT NO. 2 TO AMENDED AND RESTATED BROKERAGE BUSINESS QUOTA
EX-10.55: AMENDMENT NO. 3 TO AMENDED AND RESTATED BROKERAGE BUSINESS QUOTA
EX-10.56: AMENDMENT NO. 4 TO AMENDED AND RESTATED BROKERAGE BUSINESS QUOTA
EX-10.57: AGGREGATE EXCESS OF LOSS REINSURANCE AGREEMENT
EX-10.58: AGGREGATE EXCESS OF LOSS REINSURANCE AGREEMENT
EX-10.59: SERVICE AGREEMENT
EX-10.60: PROPERTY CATASTROPHE REINSURANCE AGREEMENT
EX-10.63: FORM OF 2004 LONG TERM EQUITY COMPENSATION PLAN
EX-21.1: SUBSIDIARIES
EX-23.1: CONSENT OF JOHNSON LAMBERT & CO.
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32: CERTIFICATION

TABLE OF
CONTENTS


		PART I
	Item 1.	Business	2
	Item 1A.	Risk Factors	36
	Item 1B.	Unresolved Staff Comments	48
	Item 2.	Properties	48
	Item 3.	Legal Proceedings	48
	Item 4.	Submission Of Matters To A Vote Of Security Holders	49
PART II			49
	Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	49
	Item 6.	Selected Consolidated Financial Information	51
	Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	52
	Item 7A.	Quantitative And Qualitative Disclosures About Market Risk	85
	Item 8.	Financial Statements And Supplementary Data	88
	Item 9.	Changes In And Disagreements With Accountants Or Accounting And Financial Disclosure	89
	Item 9A.	Control And Procedures	89
	Item 9B.	Other Information	90
PART III			90
	Item 10.	Directors And Executive Officers Of The Registrant	90
	Item 11.	Executive Compensation	90
	Item 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	90
	Item 13.	Certain Relationships And Related Transactions, And Director Independence	90
	Item 14.	Principal Accountant Fees And Services	90
PART IV.			91
Item 15. Exhibits, Financial Statement Schedules			91
EX-10.49: FOURTH AMENDMENT TO LEASE
EX-10.50: FIFTH AMENDMENT TO LEASE
EX-10.54: AMENDMENT NO. 2 TO AMENDED AND RESTATED BROKERAGE BUSINESS QUOTA
EX-10.55: AMENDMENT NO. 3 TO AMENDED AND RESTATED BROKERAGE BUSINESS QUOTA
EX-10.56: AMENDMENT NO. 4 TO AMENDED AND RESTATED BROKERAGE BUSINESS QUOTA
EX-10.57: AGGREGATE EXCESS OF LOSS REINSURANCE AGREEMENT
EX-10.58: AGGREGATE EXCESS OF LOSS REINSURANCE AGREEMENT
EX-10.59: SERVICE AGREEMENT
EX-10.60: PROPERTY CATASTROPHE REINSURANCE AGREEMENT
EX-10.63: FORM OF 2004 LONG TERM EQUITY COMPENSATION PLAN
EX-21.1: SUBSIDIARIES
EX-23.1: CONSENT OF JOHNSON LAMBERT & CO.
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32: CERTIFICATION

This excerpt taken from the TWGP DEF 14A filed Apr 18, 2006.

Table of Contents

		Page
Proxy Statement		1
Election of Directors		3
Compensation Committee Report on Executive Compensation		13
Summary Compensation Table		17
Audit Committee Report		23
Pre-Approval Policy for Services of the Independent Registered Public Accounting Firm		23
Approval of Appointment of Independent Registered Public Accounting Firm		24
Stockholder Proposals		24
Audit Committee Charter		25
Compensation Committee Charter		30
Corporate Governance and Nominating Committee Charter		33

EXCERPTS ON THIS PAGE:

DEF 14A	Mar 27, 2009

10-K (2 sections)	Mar 16, 2009

DEF 14A	Apr 11, 2008

10-K (2 sections)	Mar 14, 2008

DEF 14A	Apr 18, 2006

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Tower Group (TWGP)

TWGP » Topics » Table of Contents

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