EMPLOYMENT AGREEMENT

(1)

Peter J.A. Cozens (the “Executive”) of 29 Richmond Road, Pembroke HM 08, Bermuda

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 date of termination, including up to five days’ vacation carried forward from the prior year and any additional vacation that was approved by the Chief Executive Officer or the Chairman, as appropriate; (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 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 employment agreement

“Annual Bonus”

The cash bonus specified in Schedule 1 of this Agreement, including any awards payable in cash or shares which are deferred and payable at a later time and are calculated by reference to the Annual Bonus

“Awards”

Shall mean any award under any Incentive Plan (which shall include but not be limited to stock options, restricted shares, restricted share units, performance shares, performance share units and any related deferred cash awards) and Retention Bonus, but shall not include any Annual Bonus

“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 or intentional act of the Executive with regard to the Company or Group Company or other affiliates that has the effect of injuring the reputation or business of the Company or Group Company 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 Group Company or other affiliates (v) the commission by the Executive of any gross default or serious misconduct; (vi) any repeated misconduct or poor performance after written warning in respect of same has been delivered to the Executive; or (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

“Change in Control”

shall mean and be deemed to occur if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the United States Securities and Exchange Act 1934 (as amended)), excluding IPC Holdings, Ltd., the Company or any of its subsidiaries or other affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of IPC Holdings, Ltd., the Company or any of its subsidiaries or other affiliates, an underwriter or distributor temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the IPC Holdings, Ltd., in substantially the same proportion as their ownership of IPC Holdings, Ltd., is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of IPC Holdings, Ltd., or the Company representing 50% or more of the combined voting power of IPC Holdings, Ltd.’s or the Company’s then issued and outstanding securities (“Voting Shares”); (ii) during any period of not more than two years, individuals who constitute the Board of IPC Holdings, Ltd. as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with IPC Holdings, Ltd. to effect a transaction described in Clause (i), (iii) or (iv) of this sentence) whose appointment by the Board or nomination for appointment by the IPC Holdings, Ltd.’s shareholders was approved by a vote of at least two-thirds (  ² / 3 ) of the directors then still in office who either were directors at such time or whose appointment or nomination for appointment was previously so approved, cease for any reason to constitute a majority thereof; (iii) consummation of a merger, consolidation, amalgamation, reorganization or other business combination or a court of competent jurisdiction approves a

“Code”

Shall mean the U.S. Internal Revenue Code of 1986, as amended

“Dollars” or “$”

shall mean United States dollars

“Early Termination”

shall have the meaning attributed to it in Clause 10

“Good Reason”

shall mean, without the Executive’s written consent, (i) a materially adverse change in the Executive’s employment title; (ii) a material diminution in the Executive’s employment duties, responsibilities or authority, or the assignment to the Executive of duties that are materially inconsistent with his position; (iii) any material reduction in Base Salary or target Annual Bonus opportunity if applicable; (iv) any breach by the Company of any material provision of this Agreement; provided that Good Reason may not be invoked in any circumstance after the Company has invoked the garden leave provisions of Clause 5

“Incentive Plan”

Shall mean any cash or equity-based performance incentive plan that has been adopted by IPC Holdings, Ltd. or the Company.

“General Release”

Shall mean the Deed of General Release at Schedule 4 to this Agreement

the “Parties”

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

“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

“Retention Bonus”

Shall mean any bonus that vests under the terms of any executed retention agreement between the Company and the Executive

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.

Appointment

3.

Place of Employment

4.

Term of Employment

4.1

The employment of the Executive (subject to Early Termination as provided below) shall be for the period commencing on the date hereof (the “Effective Date”) and shall continue until the Executive is terminated in accordance with the provisions of this Agreement (the “Employment Period”).

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.

Garden Leave

5.1

In the event that the Executive or the Company gives notice of Early Termination, the Company may at any time and in its absolute discretion direct that, for a period not exceeding six months in the aggregate during his Employment Period:

5.1.1

the Executive perform no duties; and/or

5.1.2

the Executive refrain from contacting any customers, clients, advertisers, suppliers, agents, professional advisors, brokers or employees of the Company for the purpose of interfering with or reducing the business of the Company or any Group Company or its relationship with any such person; and/or

5.1.3

the Executive not enter all or any premises of the Company and/or;

5.1.4

the Executive must immediately resign without claim for compensation from office as director of the Company and any Group Company and from any other office held by him in the Company or any Group Company.

5.2

During any period when the provisions of this Clause are invoked the Executive shall continue to receive his Base Salary, and all applicable benefits and perquisites, and continue to be eligible to receive any Annual Bonus and Awards that would otherwise have vested pursuant to this or any other agreement between the Executive or the Company. The Executive must continue to comply without exception with all his obligations under this Agreement.

5.3

The Executive irrevocably authorizes the Company to appoint some person in his name and on his behalf to sign and deliver any resignation required pursuant to Clause 5.1.4 if the Executive has failed to deliver such resignation within three [3] working days of the Executive being required to do so.

6.

Duties and Responsibilities

6.1.

During the continuance of his employment hereunder:

6.1.1.

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.

6.1.2.

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.

6.1.3.

Subject at all times to Clause 6.1.2. above, the Executive’s office and duties shall be as set out in Schedule 1.

7.

Remuneration and Reimbursement

7.1.

The Company shall pay to the Executive by way of remuneration for his services hereunder a base salary as set out in Schedule 1 (“Base Salary”) which shall be payable by equal monthly instalments in arrears on the 25th (or the preceding workday) of each month.

7.2.

The Company has 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.

7.3.

The Company shall 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 Chief Executive Officer or the Chairman, as appropriate.

7.4.

The Company shall pay to the Executive such other benefits, pension provisions and perquisites as may be set out in Schedule 1.

7.5.

The Executive shall be eligible for an Annual Bonus as set out in Schedule 1.

7.6.

The Executive shall be eligible for a Retention Bonus in accordance with the terms of Schedule 3.

8.

Normal Hours and Holidays

8.1

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.

8.2

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 to be taken at such time or times as may be approved by the Company.

8.3

Up to five days’ vacation remaining at the end of any year may be carried forward to the next succeeding year but no further, save as otherwise approved by the Chief Executive Officer or the Chairman. 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.

9.

Confidentiality

9.1.

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 after the determination thereof, 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.

9.2.

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 9.1 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.

10.

Early Termination

10.1.

The Executive’s employment may be terminated by the Executive without Good Reason by his giving the Company six months’ notice in writing. In such circumstances, provided that the Executive has signed the General Release within 5 business days from the date that notice expires, the Executive shall, be eligible for the payment of Accrued Obligations.

10.2.

The Company shall pay the Accrued Obligations within 5 business days after the date that the Executive has signed the General Release.

10.3.

The Executive’s employment may be terminated by the Company at any time other than for Change in Control or as a result of loss of the Executive’s work

permit, for Cause, or due to the Executive’s death or disability, by its giving the Executive notice in writing, which may be a period of not less than one month and not more than 6 months, or by making payment in lieu thereof. In such circumstances, the Executive shall, provided that the Executive has signed a General Release within 5 business days from the date that notice expires, be eligible for:

10.3.1.

the Accrued Obligations;

10.3.2.

a payment equal to the difference between the Executive’s current Base Salary for 6 months (less any applicable deductions) and any payment made in lieu of notice (where applicable) .

10.3.3.

a pro-rated amount of his Annual Bonus to the date of termination, as determined in good faith by the Compensation Committee of the Company based on any then current metrics in place for measuring both the Company’s and the Executive’s performance;

10.3.4.

the amount equal to half the target amount of the Executive’s Annual Bonus. If no target bonus has been specified, then the Executive shall receive one half of the amount of his actual bonus received in the previous year;

10.3.5.

the amount equal to half the Executive’s annual housing allowance set out in Paragraph 7 of Schedule 1;

10.3.6.

The vesting on the date that the notice expires of all Awards that would otherwise have vested during the 12 month period immediately following such date. For purposes of this Clause, any Awards that are subject to cliff vesting subsequent to the date of termination shall be deemed to vest on an annual pro-rata basis over the original cliff-vesting period. In addition, the deemed vesting of any Awards that are subject to performance conditions for which the performance period expires subsequent to the date of termination shall be based on the original grant date target value of the Award as pro-rated to each year of the original vesting period. All calculations of Awards that are deemed to be vested shall be carried out in good faith by the Compensation Committee of the Company.

10.3.7.

continuation of participation under the Company’s health insurance plans for 6 months after the date that the notice expires, provided that (a) if the Executive shall find alternative employment which provides health insurance, then the Executive shall immediately inform the Company and the Company shall be under no further obligation to continue such payments; and (b) such

continued participation is permissible under the relevant plans or, if not, the Company shall pay to the Executive the sum it otherwise would have paid to secure the Executive’s participation under the Company’s health insurance plan for a period of 6 months.

10.3.8.

The Company shall make payment of all amounts under clauses 10.3.1 and 10.3.3 within 5 business days after the date that the Executive has signed the General Release. All other payments made under this clause will be made in 6 equal monthly instalments thereafter provided that there is no breach of the General Release or of any surviving provisions of this Agreement.

10.4.

The Executive’s employment may be terminated by the Company within 12 months following a Change in Control, by its giving the Executive notice in writing, which may be a period of not less than one month and not more than 6 months, or payment in lieu thereof. In such circumstances, the Executive shall, provided the Executive is not working out any prior notice period and that the Executive has signed a General Release within 5 business days from the date that notice expires, be eligible for:

10.4.1

the Accrued Obligations;

10.4.2

a payment equal to the difference between the Executive’s current Base Salary for one year (less any applicable deductions) and any payment made in lieu of notice (where applicable).

10.4.3

a pro-rated amount of his Annual Bonus to the date of termination, as determined in good faith by the Compensation Committee of the Company based on any then current metrics in place for measuring both the Company’s and the Executive’s performance;

10.4.4

the amount equal to the target amount of the Executive’s Annual Bonus. If no target bonus has been specified, then the Executive shall receive the amount of his actual bonus received in the previous year;

10.4.5

the Executive’s annual housing allowance set out in Paragraph 7 of Schedule 1;

10.4.6

the vesting on the date that the notice expires of all Awards that would otherwise have vested had the Executive remained employed by the Company. For purposes of this Clause, any Awards that are subject to cliff vesting subsequent to the date of

termination shall be deemed to vest on an annual pro-rata basis over the original cliff-vesting period. In addition, the deemed vesting of any Awards at the date that notice expires that are subject to performance conditions for which the performance period expires subsequent to the date of termination shall be based on the original grant date target value of the Award as pro-rated to each year of the original vesting period. All such calculations shall be carried out in good faith by the Compensation Committee of the Company.

10.4.7

continuation of participation under the Company’s health insurance plans for 12 months after the date that the notice expires, provided that (a) if the Executive shall find alternative employment which provides health insurance, then the Executive shall immediately inform the Company and the Company shall be under no further obligation to continue such payments; and (b) such continued participation is permissible under the relevant plans or, if not, the Company shall pay to the Executive the sum it otherwise would have paid to secure the Executive’s participation under the Company’s health insurance plan for a period of 12 months.

10.4.8

the Company shall make payment of all amounts under clauses 10.4.1 and 10.4.3 within 5 business days after the date that the Executive has signed the General Release. All other payments made under this clause will be made in 12 equal monthly instalments thereafter provided that there is no breach of the General Release or of any surviving provisions of this agreement.

10.5

In the event that the Company is obliged to terminate the Executive’s employment as a result of the loss of or failure to renew the Executive’s work permit, the Executive shall, provided that the Executive has signed a General Release within 5 business days from the date that the work permit ceases to be in effect, be eligible for:

10.5.1

the Accrued Obligations;

10.5.2

10.5.2 a payment equal to 6 months of the Executive’s current Base Salary (less any applicable deductions;

10.5.3

a pro-rated amount of his Annual Bonus to the date of termination, as determined in good faith by the Compensation Committee of the Company based on any then current metrics in place for measuring both the Company’s and the Executive’s performance;

10.5.4

the vesting on the date that the notice expires of all Awards that would otherwise have vested during the 24 month period immediately following such date. For purposes of this Clause, any Awards that are subject to cliff vesting subsequent to the date of termination shall be deemed to vest on an annual pro-rata basis over the original cliff-vesting period. In addition, the deemed vesting of any Awards that are subject to performance conditions for which the performance period expires subsequent to the date of termination shall be based on the original grant date target value of the Award as pro-rated to each year of the original vesting period. All calculations of Awards that are deemed to be vested shall be carried out in good faith by the Compensation Committee of the Company;

10.5.5

upon production of satisfa