AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT

AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT

                AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “ Agreement ”), dated as of May 8, 2007 among each undersigned grantor (each, a “ Grantor ” and, together with any other entity that becomes a Grantor hereunder pursuant to Section 17 hereof, the “ Grantors ”), The Bank of New York, as Collateral Agent (the “ Collateral Agent ”), and The Bank of New York, as Custodian (the “ Custodian ”), (i) with which one or more deposit accounts (as defined in Section 9-102 of the UCC) as identified on Annex A attached hereto are maintained by each Grantor (with all such deposit accounts now or at any time in the future maintained by the Grantors with the Custodian as “Collateral Accounts” (as defined in the Security Agreement (as defined below)) being herein called the “ Deposit Accounts ” and each, a “ Deposit Account ”) and (ii) with which one or more securities accounts (as defined in Section 8-501 of the UCC) as identified on Annex A attached hereto are maintained by each Grantor (with all such securities accounts now or at any time in the future maintained by the Grantors with the Custodian as “Collateral Accounts” (as defined in the Security Agreement) being herein called the “ Securities Accounts ” and each a “ Securities Account ”) and together with the Deposit Accounts, the “ Collateral Accounts ” and each, a “ Collateral Account ”). Except as otherwise defined herein, all capitalized terms used herein and defined in the Security Agreement (as defined below) shall be used herein as therein defined.

W I T N E S S E T H :

                WHEREAS, Endurance Specialty Holdings Ltd. (the “ Parent Borrower ”), various Designated Subsidiary Borrowers, the lenders from time to time party thereto (the “ Lenders ”), JPMorgan Chase Bank, N.A., as Administrative Agent (together with any successor Administrative Agent, the “ Administrative Agent ”), and Wachovia Bank, National Association, as Syndication Agent, have entered into a Amended and Restated Credit Agreement, dated as of May 8, 2007 (as amended, modified, supplemented or amended and restated from time to time, the “ Credit Agreement ”), providing for the making of Loans to the Borrowers and the issuance of, and participation in, Letters of Credit for the account of the Designated Subsidiary Borrowers, all as contemplated therein (the Lenders, the Administrative Agent, the Collateral Agent and each other agent under the Credit Agreement are herein called the “ Secured Creditors ”);

                WHEREAS, each Grantor, the Collateral Agent, the Custodian and the Administrative Agent have entered into a Security Agreement, dated as of May 8, 2007 (as amended, amended and restated, modified or supplemented from time to time, the “ Security Agreement ”), under which, among other things, in order to secure the payment of its respective Secured Obligations (as defined in the Security Agreement), such Grantor has severally granted a security interest to the Collateral Agent for the benefit of the Secured Creditors in all of the right, title and interest of such Grantor in and to such Grantor’s Collateral (as defined in the Security Agreement);

                WHEREAS, each Grantor desires that the Custodian enter into this Agreement in order (i) to establish “control” (as defined in Section 9-104 of the UCC) of the Collateral Agent over each Deposit Account of such Grantor at any time or from time to time maintained by such Grantor with the Custodian and all Cash, instruments, credit balances and other property credited

thereto from time to time and (ii) to establish “control” (as defined in Section 8-106 of the UCC) of the Collateral Agent over each Securities Account of such Grantor at any time or from time to time maintained by such Grantor with the Custodian and all Securities, Security Entitlements, Financial Assets, Cash, credit balances and other property credited thereto from time to time, and in order to otherwise perfect the security interest of the Collateral Agent in the Deposit Accounts and Securities Accounts and (iii) to provide for the rights of the parties under this Agreement with respect to such Collateral Accounts, it being understood that the Custodian has no responsibility with respect to the validity or perfection of the security interest otherwise than to act in accordance with the terms of this Agreement;

                NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

                1.              Definitions . As used herein the following terms shall have the following meanings:

                “ Entitlement Holder ” shall mean a person identified in the records of the Custodian as the person having a Security Entitlement (as defined in the Security Agreement) against the Custodian.

                “ Entitlement Order ” shall mean a notification communicated to the Custodian directing transfer or redemption of a Financial Asset (as defined in the Security Agreement) in which the Entitlement Holder has a Security Entitlement.

                2.              The Collateral Accounts . Annex A attached hereto (and as it may be amended, modified and restated from time to time) contains a complete and accurate description of each Deposit Account and each Securities Account maintained by each Grantor with the Custodian. Each Grantor and the Custodian agree to maintain at all times such Collateral Accounts in the name of the respective Grantor. The Custodian shall not change the name or account number of any Collateral Account without the prior written consent of the Collateral Agent. The Collateral Accounts listed on Annex A hereto do not contain Collateral which is registered in the name of, payable to or to the order of, or specifically indorsed to a Grantor or any other Person other than the Custodian, which has not been indorsed to the Custodian or in blank, and the Securities Accounts contain only securities that are primarily cleared and settled within the United States. To the Custodian’s knowledge, the Security Entitlements arising out of the Collateral carried in the Securities Accounts are valid and legally binding obligations of the Custodian, and the Custodian has not been notified in writing of any claim to or interest in the Collateral, except for the claims and interest of the Collateral Agent and the Grantors in the Collateral.

                3.              Control; Collateral Agent’s Right to Give Instructions as to Collateral Accounts . (a) Notwithstanding any separate agreement that any Grantor may have with the Custodian or any other Person, the Collateral Agent shall be entitled, for purposes of this Agreement, at any time to give the Custodian Entitlement Orders and instructions as to the withdrawal or disposition of any funds, property or Securities from time to time credited to any Collateral Account, or as to any other matters relating to any Collateral Account or any other Collateral, without further consent from the Grantor or any other Person. Each Grantor hereby irrevocably

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authorizes and instructs the Custodian, and the Custodian hereby agrees, to comply with any and all Entitlement Orders and instructions originated by the Collateral Agent without any further consent from such Grantor or any other Person. Such instructions may include the giving of stop payment orders for any items being presented to any Deposit Account for payment. The Custodian shall not comply with any Entitlement Order or other instruction concerning Collateral held in any Collateral Account from any Grantor or any other Person, other than the Collateral Agent or its authorized representatives, unless such Entitlement Order or instruction has been consented to in writing by the Collateral Agent. The Custodian shall be fully entitled to rely on, and shall comply with, such instructions from the Collateral Agent even if such instructions are contrary to any instructions or demands that the Grantor or any other Person may give to the Custodian. In case of any conflict between any Entitlement Orders or instructions received by the Custodian from the Collateral Agent and any Entitlement Orders or instructions received by the Custodian from any Grantor or any other Person other than the Collateral Agent, the Entitlement Orders and instructions originated by the Collateral Agent shall prevail.

                (b)           It is understood and agreed that the Custodian’s duty to comply with instructions and Entitlement Orders from the Collateral Agent regarding the Collateral Accounts is absolute, and the Custodian shall be under no duty or obligation, nor shall it have the authority, to inquire or determine whether or not such instructions are in accordance with the Security Agreement or any other Credit Document, nor seek confirmation thereof from any Grantor or any other Person.

                4.              Standard of Care . Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its officers, employees or agents shall be liable (i) for following the instructions of the Collateral Agent and (ii) in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence or willful misconduct. In no event shall the Custodian be liable for indirect, special or consequential damages of any kind whatsoever (including lost profits and lost business opportunity) even if it is advised of the possibility of such damages and regardless of the form of action in which any such damages may be claimed. Without limiting the foregoing, and notwithstanding any provision to the contrary elsewhere, the Custodian, its affiliates and their respective officers, directors, employees and agents:

                (a)           shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Collateral (against prior parties or otherwise);

                (b)           may in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, delay or refrain from taking action unless and until it has received instructions from the Collateral Agent or advice from legal counsel (or other appropriate advisor), as the case may be;

                (c)           so long as it and they shall have acted (or refrained from acting) in good faith, shall not be liable for any error of judgment in any action taken, suffered or omitted by, or for

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any act done or step taken, suffered or omitted by, or for any mistake of fact or law, unless such action constitutes gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision) on its (or their) part;

                (d)           may consult with legal counsel selected by it (or other experts for the Collateral Agent or any Grantor), and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such experts;

                (e)           will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian in connection with this Agreement;

                (f)            will have no duty to ascertain or inquire as to the performance or observance by any Grantor of any of the terms, conditions or covenants of any security agreement with the Collateral Agent;

                (g)           will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement ( provided , however , that the Custodian warrants below that the Custodian has legal capacity to enter into this Agreement);

                (h)           will not incur any liability by acting or not acting in reliance upon any notice, consent, certificate, statement or other instrument or writing believed by it or them to be genuine and signed or sent by the proper party or parties;

                (i)            will not incur liability for any notice, consent, certificate, statement, wire instruc­tion, telecopy or other writing which is delayed, canceled or changed without the actual knowledge of the Custodian;

                (j)            shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice thereof has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement;

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