Exhibit 10.12





Exhibit 10.12




SECOND AMENDMENT TO




2007 EQUITY INCENTIVE PLAN

OF

ENDURANCE SPECIALTY HOLDINGS LTD.




WHEREAS, Endurance Specialty Holdings Ltd. (the “Company”) desires to amend the 2007
Equity Incentive Plan (as amended and in effect, the “Plan”) of the Company to increase the
number of the Company’s ordinary shares, par value $1.00 per share, authorized for issuance
under the Plan (the “Plan Amendment”); and



WHEREAS, on February 11, 2010, subject to shareholder approval, the Board of Directors
of the Company approved the Plan Amendment.




NOW THEREFORE, the Plan is hereby amended as follows:




	1.	 	Section 3(b) of the Plan is hereby amended by deleting it in its entirety and
substituting the following in lieu thereof:






“Subject to adjustments pursuant to the provisions of Section 16 hereof, a total of
3,895,000 Ordinary Shares shall be authorized for issuance under the Plan, which is
comprised of 1,280,000 Ordinary Shares authorized for issuance and approved by the
Company’s shareholders on May 9, 2007, 820,000 Ordinary Shares from the Prior Plans
authorized for issuance and approved by the Company’s shareholders on May 9, 2007
and 1,795,000 Ordinary Shares authorized for issuance upon the approval of the
second amendment to the Plan by the Company’s shareholders on May 13, 2010. The
grant of a Tandem SAR shall not reduce the number of Ordinary Shares with respect to
which Incentive Awards may be granted pursuant to the Plan.”




	2.	 	Section 11(c) of the Plan is hereby amended by deleting it in its entirety and
substituting the following in lieu thereof:






“Dividends on Restricted Shares and Restricted Share Units. The Administrator in its
discretion may permit the payment of dividends or the crediting of dividend
equivalents to a Participant holding Restricted Shares or Restricted Share Units.
The Administrator in its discretion may determine the date or dates of vesting of
any dividend equivalents or require that any dividends paid on Restricted Shares and
Restricted Share Units be held in escrow until all restrictions on such Restricted
Shares or Restricted Share Units have lapsed; provided that any dividend equivalents
or any dividends paid on performance based Restricted Shares and Restricted Share
Units shall be held in escrow until all restrictions on such performance based
restricted Shares or Restricted Share Units have been released upon the attainment
of all applicable performance goals.”


 


 









 






	3.	 	Section 11(g) of the Plan is hereby amended by deleting it in its entirety and
substituting the following in lieu thereof:






“Performance Based Restricted Shares and Restricted Share Units. In addition to or
in lieu of conditioning the release of restrictions applicable to Restricted Shares
or Restricted Share Unites on the continued employment of the Participant for the
restricted period applicable to the Restricted Shares or Restricted Share Units, the
Administrator may condition release of such restrictions on the attainment of one or
more performance goals during the restricted period. The performance goals are to be
pre-established by the Committee in its discretion and set forth in the Agreement
governing the grant of such Restricted Shares or Restricted Share Units, based on
one or more of the following criteria: (1) return on shareholder equity; (2)
earnings per Ordinary Share; (3) growth in book value per Ordinary Share; (4) growth
in price to book value per Ordinary Share; (5) net income (before or after taxes);
(6) gross premiums written or net premiums written; (7) return on assets; (8) return
on capital; (9) return on investment; (10) investment income; (11) increases in
share price; (12) total shareholder return; (13) portfolio yield; (14) loss ratio;
(15) underwriting ratio; (16) general and administrative expense ratio; (17)
combined ratio; (18) market share; (19) strategic goals; or (20) any combination of,
or a specified increase in, any of the foregoing. The performance goals may be based
upon the attainment of specified levels of performance under one or more of the
measures described above relative to the performance of other entities. To the
extent permitted under Section 162(m) of the Code (including, without limitation,
compliance with any requirements for shareholder approval), the Administrator in its
sole discretion may designate additional business criteria on which the performance
goals may be based or adjust, modify or amend the aforementioned business criteria.
Performance goals may include a threshold level of performance below which no
Restricted Shares or Restricted Share Units will be earned, a level of performance
at which the target amount of any Restricted Shares or Restricted Share Units will
be earned and a level of performance at which the maximum amount of any Restricted
Shares or Restricted Share Units will be earned. The Administrator in its sole
discretion shall have the authority to make equitable adjustments to the performance
goals in recognition of unusual or non-recurring events affecting the Company or any
Subsidiary of the Company or the financial statements of the Company or any
Subsidiary of the Company, in response to changes in applicable laws or regulations,
including changes in generally accepted accounting principles or practices, or to
account for items of gain, loss or expense determined to be extraordinary or unusual
in nature or infrequent in occurrence or related to the disposal of a segment of a
business or related to a change in accounting principles, as applicable. Any
performance goal established by the Administrator must be objective so that a third
party with knowledge of the relevant facts could determine whether the performance
goal has been attained. In addition, there must be substantial uncertainty whether
any performance goal established by the Administrator will be attained at the time
it is established by the Administrator. Restricted Shares and Restricted Share Units
conditioned upon the attainment of performance goals shall be released from restrictions only after the attainment of
such performance measures has been certified by the Administrator.”


 


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	4.	 	The Plan Amendment shall be effective upon approval of the shareholders of the
Company at the 2010 Annual General Meeting on May 13, 2010. If the Plan Amendment is
not so approved at such meeting, then the Plan Amendment shall be void ab initio.
	 
	5.	 	Except herein above provided, the Plan is hereby ratified, confirmed and approved in
all respects.






 


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