Summary of Named Executive Officer Compensation




 Exhibit 10.34 
  
 Summary of Named Executive Officer Compensation 
  
 On January 25, 2005, the compensation committee (Compensation Committee) of the Board of Directors of the Company approved the annual base
salaries, annual incentive (i.e., cash bonus) awards, awards of restricted stock made pursuant to the Company’s Capital Accumulation Program (CAP), stock option grants and other restricted stock grants for executive officers of the Company.

  
 Salary and Cash Bonus 
  
 The following table sets forth the annual base salaries as of the end of 2004 and for 2005
for the Company’s Chief Executive Officer and the four other most highly compensated executive officers of the Company during 2004 (collectively, the Named Executive Officers). The salary information for 2005 is effective as of January 1, 2005,
except for the salary increase for Mr. Miller, which is effective as of April 1, 2005. 
  

									
	                                      
  Name and Position	 	Year	 	Base Salary
	 Jay S.
Fishman
 Chief Executive Officer & President
	 	2005
2004	 	$1,000,000
$1,000,000
	 Robert I.
Lipp
 Chairman of the Board
	 	2005
2004	 	$1,000,000
$1,000,000
	 T. Michael
Miller
 Co-Chief Operating Officer
	 	2005
2004	 	$650,000
$625,000
	 Jay S.
Benet
 Executive Vice President and Chief Financial Officer
	 	2005
2004	 	$575,000
$575,000
	 William H.
Heyman
 Executive Vice President & Chief Investment Officer
	 	2005
2004	 	$575,000
$575,000

  
 In 2002, in order to achieve tax
deductibility of executive compensation, a proposal was approved by SPC shareholders that created the Senior Executive Performance Plan, which identifies a maximum bonus pool that could be available to the Compensation Committee for possible award
to the Named Executive Officers. If a pool is available, the Compensation Committee, in its sole discretion, reviews both the Company’s and the individual’s performance and determines what, if any, amounts will be paid under the Senior
Executive Performance Plan. Generally, if the Company’s return on equity (which is determined by dividing the after-tax operating earnings for the performance period by beginning total common shareholders’ equity) for a performance period
is greater than 8%, the bonus pool available to the Compensation Committee will be equal to 1.5% of after-tax operating earnings. In assessing the Company’s and the individual’s performance to determine what, if any, amounts will actually
be awarded, the Compensation Committee weighs the recent financial performance of the Company or a business segment, as applicable, depending on the executive, as well as other short- and long-term objectives. In this regard, the Compensation
Committee considers operating income as the most appropriate indicator of recent financial performance, generally exclusive of the impact of factors beyond the executive’s control, for example catastrophes. The Compensation Committee also
considers other financial measures, as well as the degree to which objectives have been achieved and other qualitative factors, such as the strategic positioning of the Company or the applicable business segment. For bonuses and CAP awards in
respect of 2004, the Compensation Committee considered corporate integration and expense reduction after the merger of TPC and SPC as important objectives. The available pool for 2004 was $27.6 million, of which the Compensation Committee awarded to
the Named Executive 









 
Officers $5.0 million, comprised of approximately $3.7 million in cash and $1.3 million in shares of restricted stock pursuant to the Company’s Capital
Accumulation Program. 
  
 The following table sets forth the cash bonus awards and
the grant date market values of the CAP restricted stock awards for the Named Executive Officers made pursuant to the Senior Executive Performance Plan for 2004. 
  

									
	                                    Name and
Position	 	Bonus	 	CAP Awards
	 Jay S.
Fishman
 Chief Executive Officer & President
	 	$1,012,500	 	$374,950
	 Robert I.
Lipp
 Chairman of the Board
	 	$750,000	 	$277,756
	 T. Michael
Miller
 Co-Chief Operating Officer
	 	$675,000	 	$249,991
	 Jay S.
Benet
 Executive Vice President and Chief Financial Officer
	 	$675,000	 	$249,991
	 William H.
Heyman
 Executive Vice President & Chief Investment Officer
	 	$600,000	 	$222,227

  
 The following table sets forth the
annual equity grants and special equity grants made by the Compensation Committee on January 25, 2005 to the Named Executive Officers. The regular stock option grants will vest 50% after two years from the date of grant and 25% after each of the
third and fourth years from the date of grant. The regular restricted stock grants will vest three years after the date of grant. Special equity grants (both stock options and restricted stock) vest 50% after four years from the date of grant and
50% after five years from the date of grant. All stock options have an exercise price of $36.97 per share. 
  

																	
	            Name and Position	 	 Regular
 Stock
 Options
	 	 Regular
 Restricted
 Stock
	 	 Special
 Stock
 Options
	 	 Special
 Restricted
 Stock

	 Jay S.
Fishman
 Chief Executive Officer & President
	 	483,201	 	42,264	 	—  	 	—  
	 Robert I.
Lipp
 Chairman of the Board
	 	100,506	 	8,791	 	—  	 	—  
	 T. Michael
Miller
 Co-Chief Operating Officer
	 	48,320	 	4,226	 	96,640	 	25,358
	 Jay S.
Benet
 Executive Vice President and Chief Financial Officer
	 	44,455	 	3,888	 	73,447	 	19,272
	 William H.
Heyman
 Executive Vice President & Chief
 Investment Officer
	 	44,455	 	3,888	 	47,676	 	12,510

  
 The Company will to provide additional
information regarding the compensation of its Named Executive Officers in its Proxy Statement for the 2005 Annual Meeting of Shareholders to be held on May 3, 2005. 
  

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