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Exhibit 10.1
 AMENDED SCHEDULE I To the Investment Management Agreement between AIG Global Investment Corp.
(Ireland) Limited (the Company) and IPCRe Limited (formerly International
Property Catastrophe Reinsurance) (the Client) Investment Policy Guidelines
Effective as of January 1, 2004  I.
    
    PORTFOLIO  1.
    
    The Portfolio is comprised of the assets held within the following
accounts :(i)
    
    Fixed Income Portfolio(ii)
    
    Money Market Portfolio (including time deposits in currencies other than US Dollars)(iii)
    
    US Equities Portfolio(iv)
    
    Global Equities Portfolio(v)
    
    Alternatives Portfolio  hereinafter collectively referred to as the Portfolio.  a.
    
    The Portfolio represents capital for solvency purposes of the
Client.b.
    
    The primary objective of the Portfolio is preservation of
capital. A secondary objective is returns commensurate with the
Benchmark as hereinafter defined. 2. The Portfolio is to be invested only in the asset class(es) detailed
below; together with all subsequent additions thereto of which the Company
is given notice, and all other property acquired therefrom, proceeds
therefrom, or in substitution therefore, less authorized payment by the
Custodian. Asset Class
    
    Min %
    
    Max %[ X ] Fixed Income Securities
    
    
    0
    
    
    
    100[ X ] Money Market Instruments
    
    
    0
    
    
    
    100[ X ] Equity
    
    
    0
    
    
    
    20[    ] Convertible
Bonds[    ]Equity
Derivatives[    ]Financial
Derivatives[ X ] Foreign Exchange Contracts
    
    
    0
    
    
    
    20[    ]Foreign Exchange
Derivatives[ X ] Money Market Funds
    
    
    0
    
    
    
    100[ X ] Repurchase Agreements
    
    
    0
    
    
    
    100[ X ] Hedge Funds
    
    
    0
    
    
    
    7.5
  Other asset classes shall not be permitted without the express written
approval of the Client.  a.
    
    The Portfolio shall be denominated in US dollars, hereinafter
referred to as the Base Currency.b.
    
    Equity securities include investments in UCITS and other forms
of mutual funds.c.
    
    Failure to comply with any specific guideline or restriction
contained herein because of market fluctuation, changes in the
capital structure of any Portfolio company, ratings agency or credit
ratings changes or withdrawals or other events outside of the
Companys control will not be deemed a breach of the Guidelines or
this Agreement, provided that (i) the Company cures such failure to
comply as soon as practicable after its discovery by the Company, or,
(ii) the Company believes that such a cure would not be in the
Clients best interest, and the Client provides written or oral
notice instructing the Company to allow the Portfolio to remain
outside the Guidelines. 19




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3.
    
    Counterparty Risk  a.
    
    Wherever possible, all securities transactions
shall be executed delivery versus payment.b.
    
    All securities transactions shall be executed with
commercial banks, investment banks, brokers and trading firms
(Counterparties) of recognized standing in the financial
markets.c.
    
    To the extent that OTC Options and other
derivatives, Foreign Exchange Contracts and Repurchase
Agreements are permitted in Section I.2, they shall be executed
with Counterparties of recognized standing in the financial
markets. Further, such Counterparties shall carry Investment
Grade Ratings, as defined by Moodys or Standard & Poors.  4.
    
    Financial Futures and Options  a.
    
    Such instruments are permitted.  5.
    
    Convertibles  a.
    
    No convertible securities are permitted in
the Portfolio.  6.
    
    Margined Transactions  a.
    
    The Company may not enter into margined
transactions for the Portfolio.  7.
    
    Borrowing  The Company may not borrow or raise money on the Clients behalf.  8.
    
    Short Positions  a.
    
    The Company will not take any short
positions.  9.
    
    Hedging  a.
    
    No hedging for speculative purposes is
permitted.  10.
    
    Other  a.
    
    The Portfolio may not acquire securities issued by
American International Group, Inc. or any of its affiliated
companies.b.
    
    Any investment not permitted by these Guidelines
may be permitted by written consent of the Client  II.
    
    BENCHMARKThe Portfolio performance shall be measured with regard to the following composite index: Salomon Eurodollar 1-3 year Index
    
    
    42.5Salomon Eurodollar 3-5 year Index
    
    
    42.5US S &
P 500 Index
    
    
    7.5MSCI World All Countries TR Free (USD)
    
    
    7.5
  Any specific investment goals or objectives associated with the investment
program being provided pursuant to the Agreement or that may be referred to
in these Guidelines are targets only, and any such benchmarks are for
measurement purposes only, and the Company shall not be liable to the Client
or to any other party for the Companys failure to meet or outperform any
such benchmark or investment goal or objective. 20




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III. CUSTODIAN  1.
    
    The main Custodian is AIG Global Investment Trust Services, Ltd.,
although additional Custodian accounts may be opened with the approval
of the Client. IV. GENERAL FIXED INCOME GUIDELINES  1.
    
    CurrencyThe Fixed Income portion of the Portfolio (hereafter, the Fixed Income
Portfolio) is a
    
    [  ] Single Currency Account[  ] Hedged Currency Account[ x] Multi-Currency Account as hereinafter defined.
  a.
    
    A Single Currency Account shall be invested 100% in the Base
Currency as defined in Section I.2.a. Securities denominated in or
linked to other currencies are permitted only at the direction of the
Client.b.
    
    A Hedged Currency Account shall be invested in securities
denominated in or linked to any currency provided, however, that
foreign exchange contracts, futures and/or options are executed to
reduce the net non-Base Currency exposure to less than 5% of the
Portfolio Market Value.c.
    
    A Multi-Currency Account shall be invested in securities
denominated in or linked to any currency. Whether or not foreign
exchange contracts, futures and or options are permitted in Section
I.2., the non-Base Currency exposure of the Portfolio shall not
exceed 20.0% of the Portfolio Market Value. The net non-Base
Currency exposure shall not exceed 20.0% of the Portfolio Market
Value.Unless permitted in Section I.2., Foreign Exchange Contracts shall not
be executed for a Multi-Currency Account except for the acquisition or
disposition of securities or for the conversion of coupon/dividend
receipts to the Portfolio Base Currency; no hedging for speculative
purposes is permitted.  2.
    
    Country Risk The Fixed Income Portfolio is a
    
    [ x] Diversified
Country Risk Account[  ] Targeted Country Risk Account as hereinafter defined.
  All country limits are percent of Fixed Income Portfolio MarketValue on
date of purchase and refer to the country of issuer or guarantor. In the
case of banking institutions, the country of a full branch shall be deemed
to be the domicile of the head office.  A Diversified Country Risk Account permits the following per
country limits. a.
    
    United States
    
    
    
    
    100
    %b.
    
    Canada
    
    Switzerland
    
    
    75
    %Germany
    
    United KingdomJapan
  c.
    
    EEC, EIB, ECSC, World Bank (IBRD), Other Superanationals 50% d.
    
    Australia
    
    Finland
    
    Luxembourg
    
    Portugal
    
    
    25
    %Austria
    
    France
    
    Netherlands
    
    SpainBelgium
    
    Ireland
    
    New Zealand
    
    SwedenDenmark
    
    Italy
    
    Norway
 e.
    
    Other (Total value of all securities not covered under IV.2.a.-d. above)
    
    
    10
    %
 21




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3.
    
    Issuer Limits  a.
    
    Except in the case of Supranational, Sovereign, and Sovereign -
supported issues, where the limits under IV.2 above apply, the
securities of one issuer should not exceed the greater of 10.0% of
the Fixed Income Portfolio MarketValue or U.S. $5,000,000at time of
purchase. Exposure to US GSEs and Agencies such as FNMA and FHLMC
should be limited to 10% per issuer.b.
    
    Any investments in securities issued by corporate and/or
sovereign issuers in the following countries must receive written
approval from the Client: Bahrain, Iran, Iraq, Israel, Kuwait, Oman,
Qatar, Saudi Arabia, Syria, UAE, and Yemen.  4.
    
    Issue Limits  a.
    
    In the case of fixed income securities, no holding should
exceed the greater of 10% of the amount outstanding or U.S.
$5,000,000nominal at the time of purchase.  5.
    
    Maturity Limits  a.
    
    In the case of fixed income securities, no individual security
shall have a remaining modified durationgreater than eight years.b.
    
    In the case of money market securities, no individual security
shall have a remaining maturitygreater than ten years,
notwithstanding the frequency of any rate reset provision of the
security.c.
    
    The Fixed Income Portfolio shall maintain a target weighted
average modified durationof between approximately 1.25 and 3.75
years. For purposes of this calculation only, the maturity of a
floating rate security is deemed to be its next succeeding reset
date.  6.
    
    US SecuritiesThe purchase of US securities ispermitted.  7.
    
    Credit Risk  a.
    
    All securities purchased for the Fixed Income Portfolio which
carry a long term rating by either Standard & Poors or Moodys shall
have a rating of AA-or AA3or better at the time of purchase.
Notwithstanding the foregoing, securities may be purchased for the
Fixed Income Portfolio which have ratings of A-or A3or better
provided that, in aggregate, they do not constitute more than 25
% of the Fixed Income Portfolio MarketValue. (Securities which are
not so rated at the time of intended purchase shall not be permitted
except on a case by case approval of the Client.)All securities purchased for the Fixed Income Portfolio which carry a
short term rating by either Standard & Poors or Moodys shall have a
rating of A-1or P-1or better at the time of purchase.
Notwithstanding the foregoing, securities may be purchased for the
Fixed Income Portfolio which have ratings of A-2or P-2or better
provided that, in aggregate, they do not constitute more than 25% of
the Fixed Income Portfolio MarketValue. (Securities which are not so
rated at the time of intended purchase shall not be permitted except on
a case by case approval of the Client.)b.
    
    Unrated securities arepermitted. The unrated securities shall
have credit quality at the time of purchase, as determined in good
faith by the Company, equivalent to other permitted securities which
are rated as in IV.7.a. The Client shall be notified at least
quarterly as to the composition and status of the unrated securities
held in the Fixed Income Portfolio.c.
    
    A security purchased either in accordance with Section IV.7.a.
which receives a downwardly revised rating or in accordance with
Section IV.7.b. which receives a newly established rating that in
either case would make such security ineligible for further purchase
remains a permitted security to the extent of the then current
holdings.d.
    
    Private placements arepermitted. Any private placements
purchased for the Fixed Income Portfolio shall be marketable
securities. This permission is specifically intended to allow the
purchase of unlisted securities. 22




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8.
    
    Realized Gains/LossesNet realized capital gains and losses should be minimized. (For example:
to the extent fixed income assets are permitted, bond switch activity to
enhance returns is encouraged, but should not become excessive and should
be undertaken within the context of minimizing net gains and losses).  V.
    
    GENERAL EQUITY GUIDELINES 1.     The U.S. Equity portion of the Portfolio may utilize either or both of
two equity strategies. The first seeks to replicate the aggregate price and
yield performance of the Standard & Poors 500 Composite Stock Price Index
(the S&P 500 Index), an index which emphasizes large capitalization
companies in the United States. The second strategy is an actively managed
equity Portfolio with emphasis on, but not limited to, large capitalization
companies in the United States. It seeks to outperform the total return of
the S&P 500 Index.  2.
    
    The Global Equity portion of the Portfolio seeks to outperform the
total return of the MSCI World All Countries TR Free (USD) Index.  VI.
    
    THE HEDGE FUND GUIDELINES  The Hedge Fund portion of the Portfolio (the Hedge Fund Portfolio) may be
invested according to the allocations shown in Section I.2 in shares of AIG
Select Hedge Ltd. (Select Hedge). The guidelines and restrictions
described with respect to the Portfolio do not apply to the investments made
by Select Hedge, which may invest, without limitation, in convertible
securities and derivatives to the extent described in the Select Hedge
offering document, which the Client acknowledges receiving and understanding,
including the guidelines, restrictions and risks outlined therein.  VII.
    
    FEES The fee schedule will be calculated as follows:  A            
Fixed Income and Money Market Instruments; % per annum on the first $1 billion;% per annum on any amount exceeding $1 billion.
  B            US Equities (active); % per annum on all assets;
  C            Global Equities (active); % per annum on all assets;
  D            Hedge Funds;  The Client will be subject only to the management and performance
based fees and other expenses described in the relevant PPM/offering
document for AIG Select Hedge Ltd. for the Clients class, which at
the time of this Amendment is            basis points per annum plus      %
of the return over      % in any one year.  VI.
    
    CONFIDENTIALITYIt is acknowledged by the Client that Clause 10 of the Agreement
dealing with confidentiality applies to this Schedule. It is also
acknowledged by the Client that the agreed fee levels reflect both the
size of the total Portfolio and the combined management of each of the
different asset classes. The Company reserves the right to revise the
fee schedule on 30 days notice in the event that there is a
significant change in the size of the Portfolio or a change in the
asset classes. 23




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Effective as of the date first above written, pursuant to Section 17.3 of the
Agreement, this Amended Schedule 1 hereby supersedes and replaces in its
entirety the previously effective Schedule 1, and all investment
guidelines and restrictions therein, and any prior amendment or agreement,
written or oral, between the parties, that may contradict the terms
hereof; in all other respects, the Agreement, including all attachments,
remains in full force and effect. Capitalized terms not defined herein
shall have the meaning assigned to them in the Agreement including the
attachments thereto. Signed by:
    
    /s/ John Wealefor and on behalf ofIPCRe Limited
 Signed by:
    
    /s/ Robert Hennessyfor and on behalf ofAIG Global Investment Corp. (Ireland) Limited
 24