“ Intellectual Property ” has the meaning set forth in Section 7.01.

“ Notice of Termination ” has the meaning set forth in Section 5.02.

“ Noncompetition Period ” has the meaning set forth in Section 9.01.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, an estate, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“ Permanent Disability ” means those circumstances where the Executive is unable to continue to perform the usual customary duties of his assigned job or as otherwise assigned in accordance with the provisions of this Agreement for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease.  Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Executive (which approval shall not be unreasonably withheld).  The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

“ Reimbursable Expenses ” has the meaning set forth in Section 4.04.

“ Subsidiary ” or “ Subsidiaries ” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (a) if a corporation, fifty (50) percent or more of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or combination thereof; or (b) if a partnership, limited liability company, association or other business entity, fifty (50) percent or more of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes of this definition, a Person or Persons will be deemed to have a fifty (50) percent or more ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons are allocated fifty (50) percent or more of partnership, limited liability company, association or other business entity gains or losses or control the managing director or member or general partner of such partnership, limited liability company, association or other business entity.

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ARTICLE 2

EMPLOYMENT

SECTION 2.01.  Employment.  The Company shall employ the Executive, and the Executive shall accept employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in Section 5.01.  The period beginning on the date hereof and ending as provided in Section 5.01 is referred to herein as the “Employment Period.”

ARTICLE 3

POSITION AND DUTIES

SECTION 3.01.  Position and Duties.  The Executive shall serve as Chairman of the Company and senior advisor to the Chief Executive Officer of the Company, reporting to the Board of Directors of the Company.  As part of such engagement, the Executive shall not be required to be involved in any aspect of the operation or day-to-day management of the Company.

ARTICLE 4

BASE SALARY AND BENEFITS

SECTION 4.01.  Base Salary.  During the Employment Period, the Executive’s base salary (the “ Base Salary ”) will be paid at the rate of (a) $750,000 per annum from the date hereof through October 23, 2004 and (b) $250,000 per annum from October 24, 2004 through the remainder of the Employment Period.  The Base Salary will be payable monthly on the 15 th  day of each month, two weeks in arrears and two weeks in advance.  The Executive acknowledges that, as an officer of the Company, he will not be entitled to any additional compensation for his service as a member of the Board of Directors of the Company.

SECTION 4.02.  Benefits.  In addition to the Base Salary, the Executive shall be entitled to benefits under any plan or arrangement available generally for senior executive officers of the Company, subject to and consistent with the terms and conditions and overall administration of such plans as set forth from time to time in the applicable plan documents.

SECTION 4.03.  Expenses.  The Company shall reimburse the Executive for all reasonable expenses incurred by him (including first class airfare) in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, (“ Reimbursable

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Expenses ”), subject to the Company’ requirements with respect to reporting and documentation of expenses.  In addition, upon the Executive’s reasonable request, any private aircraft owned or leased by the Company or its Subsidiaries from time to time (if any) shall be made available to him during the Employment Period at the Company’s expense for travel between Bermuda and the Executive’s private residence.

ARTICLE 5

TERM AND TERMINATION

SECTION 5.01.  Term .  The Employment Period shall continue for an indefinite period until terminated (a) by either party by providing at least six months’ prior written notice to the other party, provided that such notice may not be given prior to October 24, 2007, such notice to be effective six months thereafter, (b) upon the Executive’s death or Permanent Disability, or (c) by the Company for Cause.

SECTION 5.01.  Notice of Termination .  Any termination by the Company for Permanent Disability or Cause shall be communicated by written Notice of Termination to the other party hereto.  For purposes of this Agreement, a “ Notice of Termination ” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision indicated.

SECTION 5.02.  Date of Termination.  “ Date of Termination ” shall mean (a) if the Employment Period is terminated as a result of a Permanent Disability, five (5) days after a Notice of Termination is given, (b) if the Employment Period is terminated pursuant to Section 5.01(a), the date specified in the Notice of Termination, and (c) if the Employment Period is terminated for any other reason (including for Cause), the date designated by the Company in the Notice of Termination.

ARTICLE 6

CONFIDENTIAL INFORMATION

SECTION 6.01.  Nondisclosure and Nonuse of Confidential Information.  The Executive will not disclose or use at any time during or after the Employment Period any Confidential Information of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance of duties assigned to the Executive pursuant to this Agreement.  Under all circumstances and at all times, the Executive will take all appropriate

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steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft.

ARTICLE 7

INTELLECTUAL PROPERTY

SECTION 7.01.  Ownership of Intellectual Property .  In the event that the Executive as part of his activities on behalf of the Company generates, authors or contributes to any invention, design, new development, device, product, method of process (whether or not patentable or reduced to practice or comprising Confidential Information), any copyrightable work (whether or not comprising Confidential Information) or any other form of Confidential Information relating directly or indirectly to the business of the Company as now or hereinafter conducted (collectively, “ Intellectual Property ”), the Executive acknowledges that such Intellectual Property is the sole and exclu