Exhibit 10.1






PARTNERRE LTD.  

2005 EMPLOYEE EQUITY PLAN



Effective May 10, 2005


   Section 1. PURPOSE
     The purpose of the Plan is to provide a means through which the Company and its Subsidiaries may attract able persons to enter and remain in their employ and to provide a means whereby those
key employees and other persons upon whom the responsibilities of the successful administration and management of the Company rest, and whose present and potential contributions to the welfare of the Company are of importance, can acquire and
maintain share ownership, thereby strengthening their commitment to the welfare of the Company and promoting an identity of interest between shareholders and these key employees. It is intended that certain options granted under this Plan may
qualify as “incentive stock options” under Section 422 of the Code.  

   Section 2. DEFINITIONS

     (a) “Award” means, individually or collectively, any award of Incentive Stock Options, Nonqualified Stock
Options, Restricted Shares or Restricted Share Units or any Performance Award.  


     (b) “Award Agreement” means a written agreement or instrument between the Company and a Participant setting
forth the specific terms of an Award, which may, but need not, be executed by the Participant.  


     (c) “Board” means the Board of Directors of the Company.  


     (d) “Change in Control” shall occur when (i) any “person” within the meaning of Section 14(d) of the
Exchange Act, other than the Company, a Subsidiary or any employee benefit plan(s) sponsored by the Company or any Subsidiary, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of forty percent (40%) or more of the then outstanding Common Stock; (ii) individuals who constitute the Board on the effective date of this Plan cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the effective date of this Plan, whose election, or nomination for election by the Company’s shareholders, was on the recommendation or
with the approval of at least two-thirds of the directors comprising the Board on the effective date of this Plan (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination) shall be, for purposes of this clause (ii), considered as though such person were a member of the Board on the effective date of this Plan; and provided
further that, notwithstanding the foregoing, no such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 or
Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or “person” other than the
Board shall in any event be considered to be a director in office on the effective date of this Plan; (iii) any plan or proposal for the liquidation of the Company is adopted by the shareholders of the Company; (iv) all or substantially all of the
assets of the Company are sold, liquidated or distributed (in one or a series of related transactions); or (v) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a “Transaction”),
other than with a wholly-owned Subsidiary and other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or ultimate parent thereof) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity, or the ultimate parent thereof, outstanding immediately
after such Transaction.  


     (e) “Code” means the U.S. Internal Revenue Code of 1986, as amended.  


     (f) “Committee” means such committee of the Board as the Board may appoint to administer the Plan.
 
















     (g) “Common Stock” or “Shares” means the authorized common shares, par value US$1.00 per share, of the Company.  


     (h) “Company” means PartnerRe Ltd.  


     (i) “Consultant” means any person, including any advisor, engaged by the Company or a Subsidiary to render
consulting, advisory or other services and who is compensated for such services, other than a member of the Board.  


     (j) “Date of Grant” means the date on which the granting of an Award is authorized or such other date as may
be specified in such authorization.  


     (k) “Disqualifying Disposition” means any disposition (including any sale) of Shares acquired by exercise of
an Incentive Stock Option made within the period which is (a) two years after the date the Participant was granted the Incentive Stock Option or (b) one year after the date the Participant acquired Shares by exercising the Incentive Stock Option.
 


     (l) “Eligible Person” means an Employee or a Consultant, or, for the purpose of granting Substitute Awards, a
holder of options or other equity based awards relating to the shares of a company acquired by the Company or with which the Company combines.  


     (m) “Employee” means a current or prospective common law employee of the Company or a Subsidiary.  


     (n) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder.  


     (o) “Fair Market Value” of a Share on a given date means (A) if the Shares are listed on a national securities
exchange, the mean between the highest and lowest sale prices reported as having occurred on the primary exchange with which the Shares are listed and traded on the date prior to such date, or, if there is no such sale on that date, then on the last
preceding date on which such a sale was reported, or (B) if the Shares are not listed on any national securities exchange but are quoted in the National Market System of the National Association of Securities Dealers Automated Quotation System on a
last sale basis, the average between the high bid price and low ask price reported on the date prior to such date, or, if there is no such sale on that date then on the last preceding date on which such a sale was reported. If the Common Stock is
not quoted on NASDAQ-NMS or listed on an exchange, or representative quotes are not otherwise available, the Fair Market Value shall mean the amount determined by the Committee in good faith to be the fair market value per Share, on a fully diluted
basis.  


     (p) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.  


     (q) “Nonqualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.
 


     (r) “Option” means an Incentive Stock Option or a Nonqualified Stock Option granted pursuant to the Plan.
 


     (s) “Participant” means an Eligible Person to whom an Award is granted pursuant to the Plan.

      (t) “Performance Award” means an award, denominated in cash or Shares or any combination thereof, granted pursuant to
     Section 9 of the Plan and payable only upon the achievement of performance targets, as set forth in Section 9.  


     (u) “Plan” means the PartnerRe Ltd. 2005 Equity Compensation Plan, as amended from time to time.  

     (v) “Restricted Period” means, with respect to any Restricted Share or Restricted Share Unit, the period of time
     determined by the Committee during which such Restricted Share or Restricted Share Unit is subject to restrictions or forfeiture, as set forth in Section 8 and in the applicable Award Agreement.  















     (w) “Restricted Share” means a Common Share issued to a Participant pursuant to Section 8.  

     (x) “Restricted Share Unit” shall mean a contractual right granted under Section 8 that is denominated in Shares, each
     of which Units represents a right to receive the value of a Share upon the terms and conditions set forth in the Plan and the applicable Award Agreement.  


     (y) “Subsidiary” means any corporation of which a majority of the outstanding voting securities or voting
power is beneficially owned directly or indirectly by the Company and otherwise as provided in Section 86 of the Companies Act 1981 of Bermuda.  


     (z) “Substitute Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards
previously granted by a company acquired by the Company or with which the Company combines.  


   Section 3. DURATION  


     The Plan expires on the date of the annual meeting of shareholders in the year 2015, and no further Awards may be made after the expiration thereof. Notwithstanding the expiration of the Plan,
the Plan provisions shall continue to govern outstanding Awards until all matters relating to the payment of Awards and administration of the Plan have been settled.  
















   Section 4. ADMINISTRATION  


     The Committee shall have authority to administer the Plan, including, without limitation, the authority to:  

     (a) Select the Eligible
     Persons to participate in the Plan;  

     (b) Determine the nature and extent of the Awards to be made to each Participant;  

     (c)
          Determine the time or times when Awards will be made;  

     (d) Determine the duration of each Restricted Period and the conditions to which the payment of Awards may be subject;

      (e) Establish and adjudicate the performance goals and Awards consequent thereon for each Restricted Period;

      (f) Accelerate the vesting of any
                         outstanding Award, reduce the Restricted Period applicable to any Award and/or extend the period following termination of employment during which an Award may be exercised;  

     (g) Prescribe
                              the form or forms of Award Agreements; and  

     (h) Cause records to be established in which there shall be entered, from time to time as Awards are made to Participants, the date and type of
                                   each Award, the number of Shares underlying each Award, and the duration of any applicable vesting period or Restricted Period.  


     All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, the shareholders and the Participants.  


     The Committee may delegate to the Chief Executive Officer of the Company the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to, or to cancel,
modify, waive rights with respect to, alter, discontinue, suspend or terminate Awards held by, employees who are not officers or directors of the Company for purposes of Section 16 of the Exchange Act; provided, however, that any such delegation shall conform to the requirements of the New York Stock Exchange applicable to the Company, and Bermuda corporate law. 


   Section 5. ELIGIBILITY.

     (a) General. Participation shall be limited to Eligible Persons who have received notification from the Committee, or
from a person designated by the Committee, that they have been selected to participate in the Plan. Substitute Awards may be granted to holders of options and other equity-based awards relating to the shares of a company acquired by the Company or
with which the Company combines.  


     (b) Incentive Stock Option Limitation. Incentive Stock Options may be granted only to Employees.  

   Section 6. SHARES AVAILABLE FOR AWARDS.

     (a) Subject to adjustment
as provided below, the number of Shares available for issuance under the Plan
shall be [  ] Shares.[1] Notwithstanding the foregoing and subject to adjustment
as  provided in Section 6(e), (i) no Participant may receive Options and stock
appreciation rights under the Plan in any calendar year that relate to more than
500,000 Shares and (ii) the maximum number of Shares with respect to which Awards
may be made  under Section 8 is 750,000. Awards may be made under Section 8 without
regard to such limit if (x) the vesting conditions relating to such Awards are
based upon Company or Subsidiary performance measures, (y) such Awards are made
in satisfaction of  Company obligations to employees that would otherwise be
paid in cash or (z) such Awards are issued in connection with the exercise of
an Option or other Award hereunder.  
















     (b) If, after the effective date of the Plan, (i) any Shares covered by an Award (other than a Substitute Award), or to which such an Award relates, are terminated, forfeited, or cancelled, or
(ii) such an Award otherwise terminates or is settled without the delivery of all the Shares underlying such Award, then the Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture, termination, settlement
or cancellation, shall again be, or shall become, available for issuance under the Plan, subject to Section 6(d). Shares becoming available for grant following any such forfeiture, termination, settlement or cancellation, or following an event
described in Section 6(c) below, may be regranted as the same type of Award as the original Award, for purposes of the limits on Award types set forth in Section 6(a). For purposes of this Section 6(b), awards and options granted under any previous
option or long-term incentive plan of the Company (other than a Substitute Award granted under any such plan) shall be treated as Awards.  


     (c) In the event that any Option or other Award hereunder (other than a Substitute Award) is exercised through the delivery of Shares, or in the event that withholding tax liabilities arising
from such Option or Award are satisfied by the withholding of Shares by the Company, the number of Shares available for Awards under the Plan shall be increased, subject to Section 6(d), by the number of Shares so surrendered or withheld.
 


     (d) Notwithstanding the foregoing, the number of Shares which may be added back to the Shares authorized for issuance under the Plan pursuant to the provisions of Section 6(b)(ii) and 6(c)
shall not exceed 400,000.  


     (e) Any Shares delivered pursuant to an Award shall consist of authorized and unissued Shares.  



     1The number to be inserted in this space will be the sum of 1,000,000 and the number of Shares remaining available for grant under PartnerRe’s
previous equity award plans as of May 10, 2005. The total number of Shares authorized under this Plan will thus be the total number described in the previous sentence plus any Shares underlying options outstanding under predecessor plans that are
forfeited after May 10, 2005 (see the last sentence of Section 6(b) above).  

     (f) In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of
the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards, including
the aggregate and individual limits specified in Section 6(a), (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award or, if
deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.  


     (g) Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for issuance under the Plan.  

   Section 7. OPTIONS.

     (a) General. Options granted hereunder shall be in such form and shall contain such terms and conditions as the
Committee shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonqualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for
Shares purchased on exercise of each type of Option. The provisions of each Option shall be set forth in an Award Agreement, which agreements need not be identical, and each Option shall include (through incorporation of provisions hereof by
reference in the Award Agreement or otherwise) the substance of each of the following provisions:  
















          (i) Term. Subject to Section 7(b)(ii) hereof in the case of certain Incentive Stock Options, no Option granted hereunder
shall be exercisable after the expiration of ten (10) years from the date it was granted.  


          (ii) Exercise Price. Except in the case of Substitute Awards, the exercise price per Share for each Option shall not be
less than the Fair Market Value per Share at the time of grant. Except in connection with an action taken pursuant to Section 6(f), no Option shall be amended or replaced in any manner that would have the effect of reducing the exercise price of
such Option established at the time of grant thereof.  


          (iii) Payment for Stock. Payment for Shares acquired pursuant to Options granted hereunder shall be made in full, or
adequate provision made therefor, upon exercise of the Options (A) in immediately available funds in United States dollars, by wire transfer, certified or bank cashier’s check, (B) by surrender to the Company of Shares which have a Fair Market
Value equal to such aggregate purchase price and which satisfy such other requirements as the Committee may impose, (C) by delivering irrevocable trade instructions to a stockbroker to deliver promptly to the Company an amount of sale or loan
proceeds sufficient to pay the aggregate exercise price, (D) by any combination of (A), (B), or (C) above, or (E) by any other means approved by the Committee.  


          (iv) Vesting. Options shall vest and become exercisable in such manner and on such date or dates set forth in the Award
Agreement as may be determined by the Committee; provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may in its sole discretion
accelerate the vesting of any Option, which acceleration shall not affect the terms and conditions of any such Option other than with respect to vesting. Unless the Committee shall establish another vesting schedule in accordance with the foregoing,
Options shall vest and become exercisable in increments of 33%, 33% and 34%, respectively, on the first, second and third anniversaries of the date of grant.  


     (b) Special Provisions Applicable to Incentive Stock Options.  


          (i) Exercise Price of Incentive Stock Options. Subject to the provisions of subsection (ii) hereof, the exercise price
of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Shares subject to the Option on the date the Option is granted.  


          (ii) Ten Percent (10%) Shareholders. No Incentive Stock Option may be granted to an Employee who, at the time the option
is granted, owns directly, or indirectly within the meaning of Section 424(d) of the Code, stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary thereof, unless
such option (A) has an exercise price of at least 110 percent of the Fair Market Value on the date of the grant of such option; and (B) cannot be exercised more than five years after the date it is granted.  


          (iii) $100,000 Limitation. To the extent the aggregate Fair Market Value (determined as of the date of grant) of Shares
for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, such excess Incentive Stock Options shall be treated as
Nonqualified Stock Options.  


          (iv) Disqualifying Dispositions. Each Participant who receives an Incentive Stock Option must agree to notify the
Company in writing immediately after the Participant makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an Incentive Stock Option.  


     (c) Net Share Settlement—Share Appreciation Rights. Any Option granted hereunder may contain a provision requiring,
or permitting the Participant to elect, that such Option be settled by delivery to the Participant of a number of Shares having a Fair Market Value equal to the excess of the Fair Market Value of all the Shares underlying the Option (or portion
thereof being so exercised) over the aggregate exercise price thereof. Any such Award containing such a provision may be denominated a “Share Appreciation Right”. If, and only if, such an Option or Share Appreciation Right is issued to a
Participant who is not a United States taxpayer, the value of the Shares otherwise deliverable to the Participant upon such net share settlement of the Option may be delivered in cash.  
















   Section 8. RESTRICTED SHARES AND RESTRICTED SHARE
UNITS  


     (a) The Committee is hereby authorized to grant Awards of Restricted Shares and Restricted Share Units to Participants.  


     (b) Restricted Shares
and Restricted Share Units shall be subject to such restrictions as the Committee
may impose (including, without limitation, any limitation on the right to vote
a Restricted Share or the right to receive any dividend, dividend equivalent
or other right or property), which restrictions may lapse  separately or in combination
at such time or times, in such installments or otherwise, as the Committee may
deem appropriate. If the restrictions or vesting conditions applicable to an
Award of Restricted Shares or Restricted Share Units relate  exclusively to the
passage of time and continued employment or provision of services, or refraining
therefrom, such time period (during which period such restrictions or vesting
conditions may lapse ratably or on a “cliff” basis) shall
consist of not less than 36 months, except that the foregoing restriction shall
not apply to such Awards if they meet any of the conditions described in Section
6(a)(x), (y) or (z).  


     (c) Restricted Shares granted under the Plan may be evidenced in such manner as the Committee may deem appropriate including, without limitation, book-entry registration or issuance of a share
certificate or certificates. In the event any share certificate is issued in respect of Restricted Shares granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Shares.  


     (d) Except as otherwise determined by the Committee, upon termination of employment or cessation of the provision of services (as determined under criteria established by the Committee) for any
reason during the applicable restriction period, all Restricted Shares and all Restricted Share Units still, in either case, subject to restriction shall be forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to
Restricted Shares or Restricted Share Units. Notwithstanding the foregoing, unless the Committee shall provide otherwise in an Award Agreement, Restricted Share Units shall continue to vest and be settled on the schedule originally determined at the
time of grant for the 36 months following termination of employment as a result of retirement.  















   Section 9. PERFORMANCE BASED COMPENSATION

     (a) The Committee is hereby authorized to grant Performance Awards to eligible Participants under this Section 9, if the Committee intends that any such Award should qualify as “qualified
performance based compensation” for purposes of Section 162(m) of the Code. Each Performance Award shall include a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a performance
period or periods, as determined by the Committee, of a level or levels, as determined by the Committee, of one or more of the following performance measures: (i) Return on Net Assets, (ii) Underwriting Year Return on Equity, (iii) Financial Year
Return on Common Equity, (iv) Organizational Objectives, (v) Earnings Per Share or (vi) Premium Growth. For any Award subject to any such pre-established formula, no more than $5,000,000, or if such Award is denominated in Shares, 800,000 Shares,
can be paid or delivered in satisfaction of such Award to any Participant.  


     (b) For purposes of this Section, the following terms shall have the meanings set forth below:

           (i) “Earnings Per Share”
     shall mean earnings per share calculated in accordance with Generally Accepted Accounting Principles.  


          (ii) “Financial Year Return On Common Equity” for a period shall mean net income less preferred share dividends divided by total beginning shareholders equity, less amounts, if any,
attributable to preferred shares.  


          (iii) “Underwriting Year Return on Equity” for a period shall mean the present value of underwriting income divided by the business unit capitalization, plus the risk free rate plus
any adjustments for taxation, cost of holding capital or prior year development.  


          (iv) “Return On Net Assets” for a period shall mean net income less preferred share dividends divided by the difference of average total assets less average non-debt liabilities, with
average defined as the sum of assets or liabilities at the beginning and ending of the period divided by two.  


          (v) “Organizational Objectives” shall mean specific goals established by the Committee relating to operational, non-financial, performance of the Company. 



          (vi) “Premium Growth” shall mean either an absolute or relative premiums written target on either a gross or net basis.  


     (c) The Committee shall establish the performance formula for any Performance Award, and shall certify that the requisite performance has been achieved prior to payment thereof, in accordance
with the requirements of Section 162(m) and the regulations promulgated thereunder. The Committee shall have the authority to reduce, but not to increase, the amount payable under a Performance Award upon achievement of the performance goals
established therefor.  


     (d) Performance Awards may be paid in cash, Shares or any combination thereof.  

   Section 10. GENERAL

     (a) Adjustment of Performance Goals. The Committee may, during any Restricted Period, make such adjustments to
performance goals as it may deem appropriate, to compensate for, or reflect, any significant changes that may have occurred during such Restricted Period in (i) applicable accounting rules or principles or changes in the Company’s method of
accounting or in that of any other corporation whose performance is relevant to the determination of whether an Award has been earned or (ii) tax laws or other laws or regulations that alter or affect the computation of the measures of performance
goals used for the calculation of Awards, provided, however, that the Committee may not make any amendment to a Performance Award that is not permitted under Section 162(m) of the Code.  


     (b) Privileges of Share Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to
any of the privileges of share ownership in respect of Shares subject to Awards granted hereunder until such Shares have been duly issued and the Participant has become the record owner thereof.
















     (c) Government and Other Regulations. The obligation of the Company to make payment of Awards in Shares or otherwise
shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required and to which the Company is subject. The Company shall use its reasonable efforts to cause the offer and sale of
Shares reserved under the Plan to be registered under the U.S. Securities Act of 1933, as amended, on Form S-8 prior to the issuance of any Shares under the Plan.  


     (d) Tax Withholding. Notwithstanding any other provision of the Plan, the Company or a Subsidiary, as appropriate, shall
have the right to deduct from all Awards, to the extent paid in cash, all applicable income, employment, social security or other taxes required by law to be withheld with respect to such Awards and, in the case of Awards paid in Shares, the
Participant or other person receiving such Shares may be required to pay to the Company or a Subsidiary, as appropriate prior to delivery of such Shares, the amount of any such taxes which the Company or Subsidiary is required to withhold, if any,
with respect to such Shares. Subject to such restrictions or limitations as the Committee may impose, the Company may accept or withhold Shares of equivalent Fair Market Value in payment of such withholding tax obligations. 


     (e) Claim to Awards and Employment Rights. Except as may be provided in any Award Agreement, no employee or other person
shall have any claim or right to be granted an Award under the Plan nor, having been selected for the grant of an Award, to be selected for a grant of any other Award. Neither this Plan nor any action taken hereunder shall be construed as giving any
Participant any right to be retained in the employ of the Company or a Subsidiary.  


     (g) Designation and Change of Beneficiary. Each Participant may, in accordance with procedures to be established by the
Committee, designate in writing one or more persons as the beneficiary who shall be entitled to receive the amounts payable with respect to Awards granted hereunder, if any, due under the Plan upon his death. A Participant may, from time to time,
revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new such designation. In the event of any issue or question arising in respect of any beneficiary designation, the Company shall be entitled to pay
to the Participant’s estate any amounts owing to the Participant under the Plan or any Award.  


     (h) No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract
or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each
other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any
sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith.  


     (i) Governing Law. The Plan shall be governed by and construed in accordance with the laws of Bermuda without reference
to the principles of conflicts of law thereof.  


     (j) Funding. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the
Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of
a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment
of additional compensation by performance of services, they shall have the same rights as other employees under general law.  


     (k) Nontransferability. A Participant’s rights and interest under the Plan or under any Award, including amounts
payable, may not be sold, assigned, donated, or transferred or otherwise disposed of, mortgaged, pledged or encumbered except, in the event of a Participant’s death, to a designated beneficiary to the extent permitted by the Committee, or in
the absence of such designation, by will or the laws of descent and distribution. Options shall be exercisable during the lifetime of a Participant only by the Participant. Notwithstanding the foregoing, Awards may be transferable, to the extent
provided in the 
















respective Award Agreement, to any person or entity who would be considered a “family member” of the Participant for purposes of Form S-8 under the U.S. Securities Act of 1933. 



     (l) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits
under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company or any Subsidiary except as may otherwise be specifically provided.  


     (m) Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.  


     (n) Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women.  


     (o) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and
in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.  

   Section 11. EFFECT OF CHANGE IN CONTROL

     (a) In the event of a Change in Control, notwithstanding any vesting schedule established by the Committee (i) with respect to an Award of Restricted Shares or Restricted Share Units, the
Restricted Period shall expire immediately with respect to the maximum number of Restricted Shares or Restricted Share Units subject to such Award, with effect from the day preceding the date of such change, (ii) all outstanding Options shall
immediately vest and become exercisable and (iii) all outstanding Performance Awards shall be paid as if the performance goals established in connection therewith were fully achieved, except to the extent expressly set forth in the applicable Award
Agreement.  


     (b) The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the
Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.  

   Section 12. NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, arrangements providing for the grant of share options, and such arrangements may be either applicable generally or only in specific cases.
 

   Section 13. AMENDMENTS AND TERMINATION

     (a) Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, or
terminate the Plan or any portion thereof at any time; provided, however, that no such amendment,
alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is necessary to comply with the requirements of the New York Stock Exchange or applicable law, or (ii) the consent of the affected
Participant, if such action would adversely affect the rights of such Participant under any outstanding Award. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary to enable the Plan to
achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.  


     (b) The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or
retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award, provided, however, that no such action shall impair the rights of any
Participant or holder or beneficiary under any Award theretofore granted under the Plan without the consent of the affected Participant, holder or beneficiary.  
















     (c) Any provision of the Plan or any Award Agreement to the contrary notwithstanding, the Committee may cause any Award granted hereunder to be canceled in consideration of a cash payment or
alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award.  


     (d) The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan
into effect.