INDEMNIFICATION AGREEMENT

1.

INTERPRETATION

1.1

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

this “Agreement”

means this Indemnification Agreement;

the “Board”

means the board of directors of the Company;

“Business Day”

means any day on which banks in Bermuda are open for business;

the “Companies Act”

means the Companies Act 1981;

“Corporate Status”

means the status of a person who is or was a director, officer, employee, agent, or fiduciary of the Company or any other Group Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise;

“the Court”

means the Supreme Court of Bermuda;

“Disinterested Director”

means a director of the Company who is not or was not a party to a Proceeding in respect of which indemnification is sought by Indemnitee;

“Group Companies”

means the Company and each subsidiary of the Company (wherever incorporated or organized);

“Independent Counsel”

means a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s right to indemnification under this Agreement;

the “Parties”

means the parties to this Agreement collectively, and “Party” means any one of them; and

“Proceeding”

means any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative and whether formal or informal;

1.2

In this Agreement unless the context otherwise requires:

2.

AGREEMENT TO SERVE

Indemnitee agrees to continue to serve as an officer of the Company. This Agreement does not create or otherwise establish any right on the part of Indemnitee to be and continue to be elected or appointed an officer of the Company or any other Group Company and does not create an employment contract between the Company and Indemnitee.

3.

INDEMNITY OF DIRECTOR/OFFICER

3.1

Subject to clause 10, the Company shall indemnify Indemnitee if Indemnitee is a party or is threatened to be made a party to any threatened, pending or completed Proceeding, including a Proceeding brought by or in the right of the Company, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, agent, or fiduciary of any other company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise or by reason of anything done or not done by Indemnitee in any such capacity. Subject to clause 10, pursuant to this sub-clause 3.1 Indemnitee shall be indemnified against expenses (including attorneys’ fees and disbursements), judgments, penalties, fines and

amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such Proceeding (including, but not limited to, the investigation, defense, settlement or appeal thereof).

3.2

Notwithstanding any other provision of this Agreement other than clause 10, Indemnitee shall be indemnified against all expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in defending any Proceedings referred to in clause 3.1 in which judgement is given in his favour, in which he is acquitted, or in respect of which relief is granted to him by the Court under section 281 of the Companies Act.

3.3

Subject to clause 10, the Company shall indemnify Indemnitee for such portion of the expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in clause 3.1 in respect of which Indemnitee is entitled to indemnification hereunder, even if Indemnitee is not entitled to indemnification hereunder for the total amount thereof.

3.4

Without limiting the scope of the indemnity provided under any other provision of this Agreement, if the Indemnitee has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the Court for relief pursuant to section 281 of the Companies Act and, to the extent that the Court relieves him, either wholly or partly, from his liability in accordance with section 281 of the Companies Act, the Indemnitee shall be indemnified against any liability incurred by him in defending any Proceedings in accordance with paragraph 98(2)(b) of the Companies Act.

4.

INDEMNIFICATION FOR EXPENSES OF A WITNESS

Subject to clause 10, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness in any proceeding, Indemnitee shall be indemnified by the Company against all expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

5.

DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

5.1

The Indemnitee shall request indemnification pursuant to this Agreement by notice in writing to the secretary of the Company. The secretary shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in sub-clause 5.2 that Indemnitee has made such request for indemnification. Subject to clause 10, upon making such request for indemnification, Indemnitee shall be presumed to be entitled to

indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption.

5.2

Upon written request by Indemnitee for indemnification pursuant to sub-clause 3.1, the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons who shall be empowered to make such determination:

5.3

For purposes o