PERFORMANCE RETENTION PLAN

such date, or (b) the Participant’s Date of Termination resulting from the Participant’s death, Disability, Retirement, or Termination without Cause.  The Performance Retention Bonus shall be paid to the Participant in a lump sum on or as soon as practicable after the Performance Retention Bonus Payment Date, but in any event no later than the last day of the Year in which the Performance Retention Bonus Payment Date occurs (or if later, the 15^th day of the third month following the Performance Retention Bonus Payment Date).

2.3.  Forfeiture of Performance Retention Bonus.  Notwithstanding any other provision of this Plan, if the Participant’s Date of Termination occurs prior to the third anniversary of the Bonus Award Date as designated in clause (a) of subsection 2.2 (or such other date designated as the Performance Retention Bonus Payment Date by the Committee on the Bonus Award Date in accordance with section 2.2) for any reason other than death, Disability, Retirement, or Termination without Cause, as described in clause (b) of subsection 2.2, the Participant shall forfeit any and all rights to the Performance Retention Bonus. 

2.4.  Performance Period.  Except as otherwise provided by the Committee on the Bonus Award Date, the Performance Period for a Performance Retention Bonus is the three-year period beginning on January 1 of the Year in which the Bonus Award Date occurs and ending on December 31 of the third following Plan Year (for example, the Performance Period for a Performance Retention Bonus with a Bonus Award Date of February 15, 2007, is the period beginning January 1, 2007 and ending December 31, 2009).  Notwithstanding the foregoing, if a Participant’s Performance Retention Bonus Payment Date occurs as a result of the Participant’s death, Disability, Retirement, or Termination without Cause, as described in subsection 2.2, then the Performance Period shall end on the last day of the calendar quarter coincident with or immediately preceding the Participant’s Performance Retention Bonus Payment Date. 

SECTION 3
OPERATION AND ADMINISTRATION

3.1.  Effective Date.  The “Effective Date” of the Plan shall be February 2, 2006.

3.2.  Benefits May Not Be Assigned.  The interests of a Participant under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or the Participant’s beneficiary.  The Participant’s rights under the Plan are not transferable other than as designated by the Participant by will or by the laws of descent and distribution.

3.3.  Plan Not Contract of Employment.  The Plan does not constitute a contract of employment, and participation in the Plan will not give any employee the right to be retained in the employ of any Employer nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan.

3.4.  Heirs and Successors.  The Plan shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.  If any benefits deliverable to a Participant under the Plan have not been delivered at the time of the Participant’s death, such benefits shall be delivered to the Designated

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Beneficiary in accordance with the provisions of the Plan.  The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by a Participant in a writing filed with the Board in such form and at such time as the Board shall require.  If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any benefits distributable to the Participant shall be distributed to the legal representative of the estate of the Participant.  If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the complete distribution of benefits to the Designated Beneficiary under the Plan, then any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

3.5.  Distributions to Disabled Persons.  Notwithstanding the provisions of subsection 2.2 or subsection 3.4, if, in the opinion of the Committee, a Participant or beneficiary is under a legal disability or is in any way incapacitated so as to be unable to manage his financial affairs, the Board may direct that payment be made to a relative or friend of such person for his benefit until claim is made by a conservator or other person legally charged with the care of his person or his estate, and such payment shall be in lieu of any such payment to such Participant or beneficiary.  Thereafter, any benefits under the Plan to which such Participant or beneficiary is entitled shall be paid to such conservator or other person legally charged with the care of his person or his estate.

3.6.  Applicable Laws.  The Plan shall be construed and administered in accordance with the laws of Bermuda.