INDEMNIFICATION AGREEMENT

1.

Indemnification . The Company agrees to indemnify the Indemnitee to the full extent permitted by Bermuda law and the Company’s Bye-Laws, as each exists now and as each may be amended in the future to permit additional indemnification for the Indemnitee.

2.

Payment of Expenses . Without limiting the indemnification provided in Section 1 and subject to the limitations, terms and conditions of this Agreement, including, but not limited to, the limitations in Section 9, the Company agrees, to the fullest extent permitted by applicable law and the Company’s Bye-Laws as in effect at any time during the term of this Agreement, to pay all costs, charges and other expenses, including, but not limited to, attorneys’ fees, costs of appearance, attachment and similar bonds (hereinafter referred to as “Expenses”) incurred by the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, any action by or in the right of the Company), to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that the Indemnitee is, was or at any time becomes a director, officer, employee, agent or fiduciary of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust or other enterprise or with respect to any employee benefit plan (or its participants or beneficiaries) of the Company or any such other enterprise as such Expenses accrue and, in any event, within twenty (20) days after the Company has received written request therefor from or on behalf of the

3.

Maintenance of D&O Insurance . The Company currently maintains directors’ and officers’ liability insurance with a limit of coverage of $70,000,000 (the “D&O Policies”).

a.

So long as the Indemnitee shall continue to serve in any capacity described in Section 2 and thereafter so long as the Indemnitee shall be subject to any possible action, suit or proceeding by reason of the fact that the Indemnitee served in any of said capacities, the Company will purchase and maintain in effect for the benefit of the Indemnitee one or more valid, binding and enforceable policies of directors’ and officers’ liability insurance providing, in all respects, coverage and amounts at least comparable to that provided pursuant to the D&O Policies.

b.

Notwithstanding Section 3(a), the Company shall not be required to maintain directors’ and officers’ liability insurance in effect if such insurance is not reasonably available or if, in the reasonable business judgment of the Board of Directors of the Company (the “Board”) as it may exist from time to time, either (i) the premium cost for such insurance is substantially disproportionate to the amount of insurance or (ii) the coverage is so limited by exclusions that there is insufficient benefit provided by such insurance.

c.

If the Company, acting under Section 3(b), does not purchase and maintain in effect directors’ and officers’ liability insurance, the Company shall indemnify and hold harmless the Indemnitee to the full extent of the coverage which would otherwise have been provided by the D&O Policies.

d.

The Company shall pay all Expenses incurred by the Indemnitee in connection with any action, suit or proceeding to enforce the Indemnitee’s rights under the D&O Policies.

4.

Procedure for Requesting Indemnification and Payment of Expenses . To obtain indemnification and payment of Expenses under this Agreement, the Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. Any determination as to the eligibility of an Indemnitee to indemnification and/or payment of Expenses shall be made:

a.

by the Board, by a majority vote at a meeting duly constituted by a quorum of directors not party to the proceedings or matter with regard to which the indemnification is, or would be claimed; or

b.

in the case such a meeting cannot be constituted by lack of a disinterested quorum, by independent legal counsel in a written opinion.

5.

Presumptions and Effect of Certain Proceedings .

a.

In making a determination with respect to entitlement to indemnification or payment of Expenses hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification or payment of Expenses under this Agreement if Indemnitee has submitted a request for indemnification or payment of Expenses in accordance with Section 4 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.

b.

If the person, persons or entity empowered or selected pursuant to Section 4 to determine whether Indemnitee is entitled to indemnification or payment of Expenses hereunder shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement shall be deemed to have been made and Indemnitee shall be entitled to indemnification and/or payment of Expenses hereunder.

c.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not create a presumption that Indemnitee is not entitled to indemnification and/or payment of Expenses hereunder.

6.

Defense of Claims . With respect to any action, suit or proceeding described in Section 2, the Company may elect to assume the investigation and defense of such action, suit or proceeding with counsel it selects with the consent of the Indemnitee, which consent shall not be unreasonably withheld. After notice to the Indemnitee from the Company of its election to assume the investigation and defense of such action, suit or proceeding, the Company shall not be liable to the Indemnitee under this Agreement for any expenses subsequently incurred by the Indemnitee in connection with the investigation and defense of such action, suit or proceeding other than for services requested by the Company or the counsel it selected. The Indemnitee shall have the right to employ his own counsel, but the expenses incurred by the Indemnitee after notice from the Company of its assumption of the investigation and defense shall be at the expense of the Indemnitee. Notwithstanding the foregoing, however, the Indemnitee shall be entitled to separate counsel in any action, suit or proceeding brought by or on behalf of the Company or as to which

7.

Indemnitee’s Reimbursement . The Indemnitee agrees to reimburse the Com