RETIREMENT AND CONSULTING AGREEMENT

1.

Interpretation

1.1

In this Agreement unless the context otherwise requires, the following words and expressions shall have the following meanings:

“Accrued Obligations”

shall mean (i) all accrued but unpaid Base Salary through the date of termination of the Executive’s employment; (ii) any unpaid or unreimbursed expenses incurred in accordance with Company policy, including amounts due under Schedule 1, to the extent incurred prior to termination of employment; (iii) any accrued, but unused paid vacation as of the effective date of termination, including up to five days’ vacation carried forward from the prior year and any additional vacation that was approved by the Chairman; (iv) any benefits (including bonus which may have been awarded by the Company but not paid), and perquisites provided under Schedule 1 or any of the Company’s employee benefit plans upon a termination of employment, in accordance with the terms therein, including rights to equity in the Company pursuant to any plan or grant; and

(v) rights to indemnification by virtue of the Executive’s position as an officer or director of the Company or its subsidiaries or other affiliates and the benefits under any directors’ and officers’ liability insurance policy maintained by the Company, in accordance with its terms thereof

“Agreement”

shall mean this agreement

“Board”

shall mean the Board of Directors of the Company

“Cause”

shall mean (i) the Executive’s failure (except where due to physical or mental incapacity), neglect or refusal to substantially perform his duties hereunder; (ii) any wilful and intentional act of the Executive with regard to the Company or its subsidiaries or other affiliates that has the effect of injuring the reputation or business of the Company or its subsidiaries or other affiliates in a material manner; (iii) the Executive’s conviction of, or plea of guilty or nolo contendere to, the commission of a criminal act that is an offence of dishonesty in Bermuda or a felony in the United States; (iv) the commission by the Executive of an act of fraud, embezzlement or material dishonesty against the Company or its subsidiaries or other affiliates; (v) the commission by the Executive of any gross default or gross misconduct; (vi) any repeated misconduct or poor performance after written warning in respect of same has been delivered to the Executive; and (vii) any serious or repeated breach or non-observance by the Executive of any of the stipulations in this Agreement; provided always that the Executive shall not be dismissed summarily if to do so would be contrary to the governing law of this Agreement

“Consulting Period”

shall mean the period from the Retirement Date through December 31, 2009

“Dollars” or “$”

shall mean United States dollars

“Early Termination”

shall have the meaning attributed to it in Clause 12

“Group Company”

shall mean any company which is from time to time a holding company (as defined by Section 86 of the Companies Act 1981, but irrespective of whether it is a Bermuda company or an overseas company) of the Company, a subsidiary company (as so defined) of the Company, a subsidiary company (as so defined) of a holding company (as so defined) of the Company or in which the Company owns at least 50% of the issued share capital.

the “Parties”

shall mean the parties to this Agreement collectively, “Party” means any one of them

“Retirement Date”

shall mean June 30, 2009

1.2

In this Agreement unless the context otherwise requires:

1.2.1

references to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and shall include references to any provisions of which they are re-enactments (whether with or without modification);

1.2.2

references to clauses and schedules are references to clauses hereof and schedules hereto; references to sub-clauses or paragraphs are, unless otherwise stated, references to sub-clauses of the clause or paragraphs of the schedule in which the reference appears;

1.2.3

references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine and/or neuter and vice versa; and

1.2.4

references to persons shall include companies, partnerships, associations and bodies of persons, whether incorporated or unincorporated.

2.

Position

3.

Place of Employment

4.

Term of Employment

4.1

The employment of the Executive (subject to Early Termination as provided below) shall continue until the Retirement Date.

4.2

Where applicable, it is a condition precedent for this Agreement that the Executive holds and continues to hold a valid work permit from the Bermuda Department of Immigration.

5.

Retirement

6.

Normal Hours and Holidays

6.1

Normal office hours are 8:45am to 4:45pm; however, the Executive shall conform to such additional hours of work as may from time to time reasonably be required of him and shall not be entitled to receive any additional remuneration for work outside of normal office hours. The Executive’s salary has been calculated on the basis he is not entitled to overtime pay.

6.2

In addition to the public holidays under the Public Holidays Act 1947 and such other holidays as may be determined by the Company, the Executive shall be entitled without loss of remuneration to the number of days’ vacation in each year as may be set out in Schedule 1 (pro-rated for 2009 for the period of Executive’s employment) to be taken at such time or times as may be approved by the Company.

6.3

Up to five days’ vacation remaining at the end of any year may be carried forward to the next succeeding year but no further. The entitlement to vacation (and on termination of employment vacation pay in lieu of vacation) accrues pro rata throughout each year, provided that fractions of days shall be disregarded in calculating entitlement to vacation or payment in lieu of vacation.

7.

Duties And Responsibilities Prior to Executive’s Retirement

7.1

During the continuance of his employment hereunder:

7.1.1

The Executive shall well and faithfully serve the Company and use his best endeavours to promote, develop and extend its business and interests, giving at all times, the full benefit of his knowledge, expertise, technical skill and ingenuity.

7.1.2

The Executive acknowledges that the requirements of the Company’s business may mean that his duties may be varied when reasonably considered appropriate and necessary by the Company and in such circumstances, subject to any governmental regulations, he may be required to carry out other duties within his capabilities even should they be associated with another job title.

7.1.3

Subject at all times to Clause 7.1.2. above, the Executive’s office and duties shall be as set out in Schedule 1.

8.

Remuneration and Reimbursement For Period of Employment

8.1

The Company shall continue to pay to the Executive by way of remuneration for his services hereunder a base salary as set forth in Schedule 1 to this Agreement (“Base Salary”) as well as other similar allowances as applicable (the “Housing Allowance”) as set forth in Schedule 1 to this Agreement through to the Retirement Date (subject to Early Termination). The Company shall continue to have the authority to make deductions from the Executive’s Base Salary to reflect all and any applicable taxes or contributions to health and/or pension plans as detailed in Schedule 1 to this Agreement.

8.2

The Company shall continue to pay to the Executive all reasonable travelling hotel and other out-of-pocket expenses which are properly incurred by him in or about the performance of his duties hereunder and for which receipts (if so required) are provided to the reasonable satisfaction of the Chairman through to the Retirement Date (subject to Early Termination).

8.3

The Company shall continue to make payments on behalf of the Executive in respect of payroll tax, Health, Group Life, Accidental Death and Dismemberment Insurance, and Short-Term Disability Benefits as set forth in Schedule 1 to this Agreement through to the Retirement Date (subject to Early Termination).

8.4

The Company shall continue to pay to the Executive such other benefits including Vacation Allowance, Home Leave Allowance, and Club Dues Allowance as set forth in Schedule 1 to this Agreement on a pro-rated basis through to the Retirement Date (subject to Early Termination).

8.5

The Executive shall be entitled to the payment of any bonus as set forth in Schedule 1 to this Agreement (the “Annual Bonus”) awarded in respect of the 2008 performance year to the extent that such amount remains unpaid at the Retirement Date or any Early Termination Date.

9.

Remuneration and Reimbursement Upon Executive’s Retirement

9.1

Executive will be entitled to (i) a pro-rated bonus at target value (100% of Base Salary ($915,000)) for the period from January 1, 2009 through the Retirement Date (subject to Early Termination) and (ii) payment of the Accrued Obligations.

9.2

Any and all amounts payable to the Executive upon retirement under his individual retirement and deferred compensation agreements and the Company’s Supplemental Executive Retirement Plan shall be paid in accordance with the terms of the applicable agreement or plan.

9.3

In connection with the Executive’s retirement, the vesting dates for all unvested awards issued prior to December 31, 2008 pursuant to the Company’s 2003 Stock Incentive Plan, 2005 Stock Option Plan, and 2007 Incentive Plan will be accelerated to the Retirement Date (subject to Early Termination). Any unvested mid-cycle awards of performance share units shall vest at the original target level for the performance cycle and any outstanding “top-hat” cash awards granted to the Executive will be settled or paid on the Retirement Date (subject to Early Termination as described below).

9.4

In lieu of any Long-term incentive Award for 2009, Executive will be eligible for a pro-rated cash payment in such an amount equal to the annual target value (currently 200% of Base Salary ($1,830,000)) for the period from January 1, 2009 through the Retirement Date.

9.5

Notwithstanding the foregoing, the Company reserves the right to settle any awards in cash under exceptional circumstances, in its sole discretion.

10.

Settlement of Benefits and Release Agreement

10.1

The Executive agrees that he will execute a General Release in favour of the Company in the form attached hereto as Schedule 3.

10.2

All amounts due to the Executive pursuant to Clause 9 of this Agreement, to the extent not already paid, will be settled as soon as practicable following delivery of the executed General Release, provided the Executive has not revoked the General Release as of the payment date.

11.

Consulting Arrangement

11.1

During the Consulting Period, the Executive shall provide consulting services to the Company as described herein. The Consulting Period may be extended by mutual agreement of the Parties on such terms and conditions as mutually agreed by the Parties.

11.2

During the Consulting Period, the Executive shall (i) be available for consulting services for up to 40 hours per month (although the Company and the Executive intend that the consulting services shall be less than 20% of the level of services provided by the Executive to the Company for the 36 month period preceding the Retirement Date), (ii) cooperate with the Company at its request in responding to any questions or requests for information arising out of or connected with the Executive’s employment with the Company, and (iii) provide such other assistance as the Company may reasonably request.

11.3

During the Consulting Period, the Company will pay the Consultant monthly fees in the amount of $75,000 per month plus reimbursement of the Consultant’s reasonable out-of-pocket fees and expenses, including travel expenses to and from Bermuda and the Executive’s home.

11.4

During the Consulting Period, the Company will make reasonable efforts to cause the Executive to continue to be covered under the Company’s medical plans (including Group Life, Accidental Death and Dismemberment Insurance, and Short-Term Disability). In the event the Executive cannot continue to be covered under the Company’s medical plans, each month during the Consulting Period, the Company will pay the Executive an amount equal to the monthly amount the Company would have paid under the medical plans in respect of the Executive’s benefits, in each case, as in effect immediately prior to the date the Executive ceased to be covered under a plan.

12.

Early Termination

12.1

The Executive’s employment may be terminated by the Company for any reason by its giving the Executive prior notice in writing to expire at any time before the Retirement Date. The Executive’s employment shall be terminated immediately upon his death. In such circumstances, the Executive shall, provided Cause shall not have occurred, be entitled to receive all of the payments and benefits under this Agreement that the Executive would have been entitled to receive as if the Executive had retired on the Retirement Date. If the Executive’s employment is terminated for Cause, then the Executive shall be entitled only to the Accrued Obligations up to the date of termination.

12.2

The Company shall have the right, in its discretion, upon termination by notice by either Party to pay the Executive in lieu of any notice; provided, however, that the provisions of this Agreement relating to termination for Cause, execution of the General Release and the services to be provided during the Consulting Period remain unaffected by any payment in lieu of notice.

13.

Consequences of Termination

13.1

Without prejudice to the provisions of Clause 11, at any time or from time to time after termination of employment, howsoever arising, the Executive shall, upon the request of the Company, appear as witness for the Company in any proceedings in which the Company may be involved, upon payment of the Executive’s reasonable fees and expenses.

13.2

Upon retirement or termination of the Executive’s employment for any reason, the Executive shall resign, without claim for compensation for loss of office, as an officer and director of the Company and such offices and directorships held by him in any of the Group Companies as may be so requested and should he fail to do so, the Company is hereby irrevocably authorised to date and deliver on his behalf a letter of resignation in the form of Schedule 2 attached hereto.

14.

Confidentiality; Restrictive Covenants

14.1

The Executive acknowledges that materials and knowledge gained during his employment are of significant value to the Company and shall not, either during the continuance of his employment hereunder (otherwise than in the proper performance of his duties hereunder) or at any time thereafter, divulge to any person whomsoever, and shall use his best endeavours to prevent the publication or disclosure of, any trade secret or other confidential information concerning the business, finances, accounts, dealings, transactions or affairs of the Company or any Group Company or of any of their respective clients entrusted to him or arising or coming to his knowledge during the course of his employment hereunder or otherwise.

14.2

The Executive shall upon the termination of his employment hereunder immediately deliver up to the Company all fee schedules, lists of clients, correspondence and other documents, papers, data (whether written, photographic or electronic) and property belonging to the Company or related to any of the matters referred to in Clause 14.1 which may have been prepared by him or have come into his possession in the course of his employment hereunder and shall not retain any copies thereof.

14.3

Since the Executive is likely to obtain, in the course of his employment hereunder, knowledge of trade secrets and also other confidential information in regard to the