EXHIBIT 10.18



 




Exhibit 10.18




IPCRe Limited International Retirement Plan Level 2
Trust



     
THIS DEED OF TRUST is made
the                        day
of                     Two
Thousand Three



     
BETWEEN:






		
	 	     
    1. IPCRE LIMITED of American International Building,
    29 Richmond Road, Pembroke HM 08, Bermuda (the
    “Company”) of the first part; and
	 
	 	     
    2. CODAN TRUST COMPANY LIMITED of Richmond House, 12
    Par-La-Ville Road, Hamilton HM08, Bermuda (the
    “Trustees”) of the other part.



     
WHEREAS:






		
	 	     
    (1) The Company has resolved to make certain financial
    arrangements for the payment of a retirement plan for its Senior
    Officers (as defined herein) upon the following terms;
	 
	 	     
    (2) The Company intends to settle upon trust the Initial
    Property (as hereinafter defined) and all monies and other
    assets contributed for the purposes of the Plan (as hereinafter
    defined) to be held by the Trustees as a trust fund in
    accordance with the terms hereof and the Retirement Plan Rules
    (as hereinafter defined);
	 
	 	     
    (3) The Company has authorised the execution of this Deed
    of Trust;
	 
	 	     
    (4) The Trustees are willing to hold and administer the
    monies and other assets contributed to them in accordance with
    the terms of this Deed of Trust and the Retirement Plan Rules.



     
NOW IN CONSIDERATION of the premises THIS DEED
WITNESSETH as follows:






		
	 	     
    1. Interpretation
	 
	 	     
    (1) (i) the “Administrator” means the
    Initial Administrator or such other person or persons as may
    from time to time be appointed to administer this retirement
    plan in accordance with the terms hereof;
	 
	 	     
    (ii) the “Administration Agreement” means the
    Administration Agreement with the Administrator as amended from
    time to time annexed hereto in its initial form as Exhibit
    “A”;
	 
	 	     
    (iii) the “Beneficiaries” means collectively
    those persons who are defined as a Beneficiary under the
    Retirement Plan Rules;
	 
	 	     
    (iv) “Change of Control” shall be deemed to occur
    if (i) any “person” (as such term is defined in
    Section 3(a)(9) and as used in Sections 13(d) and
    14(d) of the United States Securities Exchange Act of 1934, as
    amended (the “Exchange Act”)), excluding IPC Holdings,
    Ltd. (the “Parent”) or any of its subsidiaries, a
    trustee or any fiduciary holding securities under an employee
    benefit plan of the Parent or any of its subsidiaries, an
    underwriter temporarily holding securities pursuant to an
    offering of such securities or a corporation owned, directly or
    indirectly, by shareholders of the Parent in substantially the
    same proportion as their ownership of the Parent, is or becomes
    the “beneficial owner” as defined in Rule 13d-3
    under the Exchange Act), directly or indirectly, of securities
    of the Parent representing 50% or more of the combined voting
    power of the Parent’s then outstanding securities
    (“Voting Securities”); (ii) during any period of
    not more than two years, individuals who constitute the Board as
    of the beginning of the period and any new director (other than
    a director designated by a person who has entered into an
    agreement with the Parent to effect a transaction described in
    clause (i) or (iii) of this sentence) whose election
    by the Board or nomination for election by the Parent’s
    shareholders was approved by a vote of at least two-thirds
    (2/3)
    of the directors then still in office who either were directors
    at such time or whose election or nomination for election was
    previously so approved, cease for any reason to constitute a
    majority thereof; (iii) the shareholders of the Parent
    approve a merger, consolidation, amalgamation or reorganization
    or a court of competent jurisdiction approves a scheme of
    arrangement of the Parent, other than a merger, consolidation,
    amalgamation, reorganization or scheme of arrangement which
    would result in the Voting Securities of the Parent outstanding
    immediately prior thereto











 


		
	 	
    continuing to represent (either by remaining outstanding or by
    being converted into Voting Securities of the surviving entity)
    at least 50% of the combined voting power of the Voting
    Securities of the Parent or such surviving entity outstanding
    immediately after such merger, consolidation, amalgamation,
    reorganization or scheme of arrangement; or (iv) the
    shareholders of the Parent approve a plan of complete
    liquidation of the Parent or any agreement for the sale or
    disposition by the Parent of all or substantially all of the
    Parent’s assets;
	 
	 	     
    (v) the “Deed of Trust” means this Deed of Trust
    as amended from time to time pursuant to clause 13 hereof;
	 
	 	     
    (vi) the “Initial Administrator” means IPCRe
    Limited of American International Building aforesaid;
	 
	 	     
    (vii) “Initial Property” means the sum of
    US$7,500;
	 
	 	     
    (viii) the “Retirement Plan Rules” means the
    Retirement Plan Rules as amended from time to time pursuant to
    clause 13 hereof annexed hereto in its initial form as
    Exhibit “B”;
	 
	 	     
    (ix) the “Plan” means the retirement plan
    constituted by this Deed of Trust and the Retirement Plan Rules;
	 
	 	     
    (x) “the Plan Benefits” means the sum or sums of
    money which shall be payable under the Plan;
	 
	 	     
    (xi) “the Proper Law of this Trust” means the law
    of the jurisdiction governing this Trust as stipulated in
    Clause 16 hereof or as otherwise declared under the
    provisions of Clause 16 hereof and the rights of all
    persons hereunder and the construction and effect of each and
    every provision hereof shall be subject to the applicable Proper
    Law;
	 
	 	     
    (xii) “Senior Officer” means an employee of the
    Company holding the office of Assistant Vice-President or a more
    senior position;
	 
	 	     
    (xiii) “the Trust Fund” means







		
	 	     
    (a) the Initial Property;
	 
	 	     
    (b) all property hereafter paid or transferred to or
    otherwise vested in and accepted by the Trustees as
    contributions from the Company or Beneficiaries or otherwise
    received as additions to the Trust Fund and of which a
    memorandum endorsed hereon shall be conclusive evidence;
	 
	 	     
    (c) all income of the Trust Fund which is in
    accordance with the provisions of this Trust accumulated by the
    Trustees and added to the capital thereof; and
	 
	 	     
    (d) all money investments and other property from time to
    time representing the said Initial Property and the said
    additions and accumulations or any part or parts thereof
    respectively.






		
	 	     
    (xiv) the “Trust” means the trust constituted by
    this Deed of Trust.
	 
	 	     
    (2) For the purposes of this Trust and in the
    interpretation and construction of each and every provision
    hereof any adopted or legitimated person shall be treated as the
    child of his adoptive parents as the case may be and of no other
    person;
	 
	 	     
    (3) Words in the singular shall include the plural and
    words in the plural shall include the singular;
	 
	 	     
    (4) Words importing the masculine gender shall include the
    feminine;
	 
	 	     
    (5) This Trust shall be known as the “IPCRe Limited
    International Retirement Plan Level 2 Trust” or by
    such other name as the Trustees shall from time to time decide.
	 
	 	     
    2. Contracts
	 
	 	     
    Upon receipt of the Initial Property and following execution of
    this Deed of Trust the Trustees shall in their capacity as
    trustee of this Trust execute the Administration Agreement and
    the Retirement Plan Rules and thereafter from time to time
    execute such agreed amendments or variations thereof.



2







 






		
	 	     
    3. Acceptance of Trust
	 
	 	     
    The Trustees hereby accept the trusts herein set out and agree
    to hold the Trust Fund UPON TRUST for the
    Beneficiaries and to invest distribute and administer such
    Trust Fund in accordance with and subject to the trusts,
    powers and provisions of this Deed of Trust and the Retirement
    Plan Rules.
	 
	 	     
    4. Ultimate Default Trust
	 
	 	     
    In the event of the failure or determination of all or any of
    the trusts hereinbefore contained or if all of the benefits held
    for Beneficiaries shall have been fulfilled or fully provided in
    accordance with the Retirement Plan Rules or if the whole or any
    part of the capital or income of the Trust Fund shall be
    otherwise undisposed of by such trusts in favour of the
    Beneficiaries then such undisposed of capital and income shall
    subject to the powers of this Trust or by law vested in the
    Trustees and to each and every exercise thereof be held UPON
    TRUST for the Company.
	 
	 	     
    5. Payment out of the Trust Fund
	 
	 	     
    The Trustees shall from time to time upon receipt of written
    directions from the Administrator make payments out of the
    Trust Fund for the benefit of a Beneficiary or
    Beneficiaries in such amount or amounts as may be required in
    accordance with the Retirement Plan Rules.
	 
	 	     
    6. Investment of the Trust Fund
	 
	 	     
    The Trustees shall hold invest and reinvest or procure the
    holding investment and reinvestment of the capital and income of
    the Trust Fund and keep the Trust Fund invested
    without distinction between capital and income pursuant to the
    provisions contained in the Administration Agreement and the
    Retirement Plan Rules so that such investment or reinvestment in
    securities and investments may be made in accordance with
    selections of the Beneficiaries made in writing to the
    Administrator or otherwise in the discretion of the
    Administrator and without being limited to those investments to
    which trustees are otherwise restricted by law.
	 
	 	     
    7. Powers and Duties of Trustees
	 
	 	     
    (1) The Trustees shall (in addition to any other powers at
    law which trustees may be entitled) have the following powers
    and immunities and such powers shall be exercisable at the sole
    discretion of the Trustees in the administration of the
    Trust Fund:-






		
	 	     
    (i) Power to purchase or subscribe for any securities
    stocks bonds policies of insurance annuity contracts or other
    property and to retain the same in trust;
	 
	 	     
    (ii) Power to sell convert convey redeem transfer exchange
    for other securities or property or otherwise dispose of any
    investments at any time held by them;
	 
	 	     
    (iii) Power to keep the investments of the Trust Fund
    in bearer form or in their own name or in the name of the
    nominees of the Trustees and to keep the same wholly or partly
    in their principal office or otherwise held by or to the order
    of the Trustees as they may think proper but the books and
    records of the Trustees shall at all times show that all such
    investments are part of the Trust Fund;
	 
	 	     
    (iv) Power to exercise personally or by proxy or power of
    attorney all voting and other rights in respect of stocks bonds
    or other investments or property held in the Trust Fund
    except where such voting and other rights are given to the
    Administrator;
	 
	 	     
    (v) Power to execute all documents of transfer and
    conveyance and all other instruments that may be necessary or
    appropriate to carry out the powers herein granted;
	 
	 	     
    (vi) Power to borrow or raise money from any source
    permitted by law for the purposes hereof in such amounts and
    upon such terms and conditions as the Trustees shall deem
    appropriate and for any such amounts so borrowed to issue their
    promissory note as Trustees and to secure payment by pledging
    charging or mortgaging up to one third in value of the
    Trust Fund;



3







 






		
	 	     
    (vii) Power to keep such portion of the Trust Fund in
    cash or cash balances as the Trustees may from time to time deem
    to be in the best interests of the Beneficiaries;
	 
	 	     
    (viii) Power to employ such agents lawyers accountants and
    other persons and to pay out of the Trust Fund their
    reasonable expenses and compensations and the Trustees may rely
    and act on information and advice furnished by such persons or
    refrain from acting thereon;
	 
	 	     
    (ix) Power to adjust contest or submit to arbitration any
    claims debts or debentures due or owing to or from the
    Trust Fund and to sue commence or defend any legal
    proceedings relating thereto;
	 
	 	     
    (x) Power to enter into any indemnity in favour of any
    former Trustee or any other person in respect of any fiscal
    imposition or other liability of any nature prospectively
    payable in respect of the Trust Fund or otherwise in
    connection with this Trust and to charge or deposit the whole or
    any part of the Trust Fund as security for any such
    indemnity in such manner in all respects as they shall in their
    absolute discretion think fit.
	 
	 	     
    (xi) Power to incorporate or register or to procure the
    formation incorporation or registration of any company in any
    part of the world at the expense of the Trust Fund with
    limited or unlimited liability for the purpose of (inter alia)
    acquiring the whole or any part of the Trust Fund so that
    (if thought fit) the consideration for the sale of the
    Trust Fund or any part thereof to any company directorship
    association or entity incorporated formed or registered pursuant
    to this sub-clause may consist wholly or partly of debentures or
    debenture stock or other securities or shares of the company
    which shall be allotted to or otherwise vested in the Trustees
    or their nominees and be capital monies in the Trustees’
    hands or in the hands of the Trustees’ nominees.
	 
	 	     
    (xii) The Trustees shall not be bound or required to
    interfere or ensure Trustee representation in the management or
    conduct of the business of any company or concern in which the
    Trust Fund may be invested (whether or not the Trustees
    have the control of such company or concern) AND so long as no
    Trustee hereof has notice of any wilful default or fraud or
    dishonesty on the part of the persons who conduct the management
    of such company or concern the Trustees shall be at liberty to
    leave the conduct of the management of the company or concern
    (including the payment or non-payment of dividends or
    distributions) wholly to such persons AND no Beneficiary shall
    be entitled to compel control or forfeit the exercise (including
    any particular manner) of any voting rights or other rights at
    any time vested in the Trustees with regard to such company or
    concern including any powers the Trustees may have (even if also
    directors of such company).
	 
	 	     
    (xiii) Power to apply any capital or income of the
    Trust Fund in effecting or joining in effecting or
    otherwise acquiring any policy or policies of assurance on the
    life of any Beneficiary or of any other person or any endowment
    or other policy or policies and to maintain surrender exchange
    exercise any option under or otherwise deal with any such policy
    as if the Trustees were absolutely entitled thereto.
	 
	 	     
    (xiv) Power to grant options for such proper consideration
    and exercisable at such time or times or within such period as
    the Trustees shall think fit for the purchase of any property
    subject to the trusts hereof or the acquisition of any interest
    therein.
	 
	 	     
    (xv) Power to take at the expense of the income or capital
    of the Trust Fund the opinion of legal counsel concerning
    any question arising under this Trust or on any matter in any
    way relating to the Trust Fund or the duties of the
    Trustees in connection with this Trust and insofar as the
    Trustees choose to act in accordance with the opinion or advice
    of such counsel it shall not incur any liability.
	 
	 	     
    (xvi) Power to effect any transaction concerning or
    affecting any part of the Trust Fund or any other property
    whatsoever (whether real or personal property) if the Trustees
    consider that the transaction is for the benefit of the Trust
    Fund or of the Beneficiaries or any of them as if the Trustees
    were an absolute owner beneficially entitled to the
    Trust Fund and for the purpose of this sub-clause
    “transaction” includes any sale exchange assurance
    conveyance grant lease surrender



4







 


		
	 	
    reconveyance release reservation or other disposition and any
    purchase or other acquisition and any covenant contract licence
    option right for pre-emption and any compromise or partition and
    any company reconstruction or amalgamation and any other dealing
    or arrangement.
	 
	 	     
    (xvii) Power to exercise or join or concur in exercising
    all or any of the powers and discretions hereby or by law given
    to the Trustees notwithstanding that the Trustee or Trustees may
    have a personal interest in the mode or result of exercising any
    such power or discretion or may be interested therein in some
    other fiduciary capacity but any Trustee may abstain from acting
    except as a merely formal party in any matter in which he may be
    so interested as aforesaid and may allow his co-Trustee or
    co-Trustees (if any) to act alone in the exercise of the powers
    and discretions aforesaid in relation to such matter.
	 
	 	     
    (xviii) Power to purchase or sell any property
    notwithstanding that the person or persons selling or purchasing
    such property are the same as or include the Trustees or any of
    them PROVIDED that the price payable on any such purchase or
    sale shall be certified to be fair and reasonable by an
    independent valuer employed for the purpose by the Trustees.







		
	 	     
    Notwithstanding any other provisions herein contained the
    Trustees shall not be permitted to lend all or any of the
    Trust Fund to the Company nor any director, shareholder or
    affiliate thereof.
	 
	 	     
    (2) The Trustees shall be required (in addition to any
    other duties required by law) to discharge or procure the
    discharge of the following duties:-






		
	 	     
    (i) To keep accurate and detailed accounts of all
    investments and transactions hereunder;
	 
	 	     
    (ii) To hold the said accounts and all records relating
    thereto open to inspection and audit at all reasonable times by
    any person designated by the Company;
	 
	 	     
    (iii) At quarterly intervals or such other intervals as the
    Company may direct to prepare and provide to the Company a
    statement of the investment holdings and other assets of the
    Trust Fund and all investments receipts and disbursements
    and other transactions effected by it during the month or other
    period;
	 
	 	     
    (iv) To supply on demand to every person having any rights
    in the Trust Fund, being a person who is a Member pursuant
    to the Retirement Plan Rules of a copy of this Deed of Trust and
    the Retirement Plan Rules and of all amendments thereto and of
    the latest statement of accounts, balance sheet and report
    prepared.






		
	 	     
    8. Taxes and Expenses of Trustees
	 
	 	     
    (1) The Trustees shall be paid all reasonable costs and
    expenses incurred in the performance of their duties;
	 
	 	     
    (2) All taxes of any and all kinds whatsoever that may be
    levied upon or in respect of the Trust Fund shall also
    constitute a charge upon the Trust Fund unless paid by the
    Company.
	 
	 	     
    9. Trustees’ Liability
	 
	 	     
    (1) In the professed execution of the trusts and powers
    hereof no Trustee hereof shall be liable for any loss to the
    Trust Fund arising by reason of any improper investment
    made in good faith or for the negligence or fraud of any agent
    employed by them or by any other Trustee hereof although the
    employment of such agent was not strictly necessary or expedient
    or by reason of any mistake or omission made in good faith by
    any trustee hereof or by reason of any other matter or thing
    except for deliberate or reckless misconduct or individual fraud
    on the part of the Trustee who is sought to be made liable;
	 
	 	     
    (2) The Trustees and their respective assigns and
    successors shall be wholly indemnified out of the
    Trust Fund in respect of any liability or loss which they
    may suffer by virtue of or arising out of any mistake or
    omission they may have made in good faith in the course of
    carrying out their duties as Trustees except for loss or
    liability arising due to their own deliberate or reckless
    misconduct or fraud.



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    (3) The Trustees shall be fully indemnified out of the
    Trust Fund for any claim or liability arising out of any
    actions taken by the Trustees pursuant to the terms hereof or
    upon the advice given by an Investment Manager appointed
    pursuant to an Investment Agreement or arising out of the
    Administration Agreement or the Retirement Plan Rules or for any
    loss claim or liability arising out of failure to act in the
    absence of such advice or instructions in connection with
    investment of assets of the Trust Fund;
	 
	 	     
    (4) The Trustees shall not be liable for the proper
    application of any part of the Trust Fund if payments are
    made in accordance with the written directions of the Company or
    the Administrator as herein provided nor shall the Trustees be
    responsible for the adequacy of the Trust Fund to meet and
    discharge any and all payments and liabilities under the
    Retirement Plan Rules.
	 
	 	     
    10. Trustees’ Charging Clause
	 
	 	     
    (1) Any Trustees hereof being a bank or corporation shall
    be entitled to charge and be paid all usual professional or
    other charges for services done by it in relation to the trusts
    hereof including a fee for acting as such Trustees and such fee
    in the case of a corporate trustee to be as agreed from time to
    time between the Company and the Trustees and in the absence of
    agreement in accordance with the Trustees’ published scale
    of fees as shall from time to time be in force;
	 
	 	     
    (2) The Trustees shall have the power to pay any trustee
    hereof entitled to remuneration in accordance with
    sub-clause (1) above by the appropriation of or procuring
    the distribution of funds out of the Trust Fund as an
    expense of the proper administration of this Trust (and which
    shall include the arranging for payment by a company or other
    legal entity held by the Trustees as part of the Trust Fund);
	 
	 	     
    11. Certificates
	 
	 	     
    The Trustees shall be entitled in relying upon a certificate of
    any duly authorised officer of the Company or the Administrator
    with respect to any instruction direction or approval of the
    Company or the Administrator.
	 
	 	     
    12. Resignation Removal and Appointment of Trustees
	 
	 	     
    (1) The Trustees may resign at any time by giving ninety
    days notice in writing to the Company and the Company may remove
    the Trustees at any time upon ninety days notice in writing to
    the Trustees and upon such resignation or removal the Company
    shall appoint a successor trustee or trustees who shall have the
    same powers and duties as those conferred upon the Trustees
    hereunder;
	 
	 	     
    (2) Upon such resignation or removal the resigning or
    removed trustee shall assign transfer or otherwise pay to the
    successor trustee the monies and other property then
    constituting the Trust Fund less the compensation of the trustee
    and any other proper charges against the Trust Fund.
	 
	 	     
    13. Amendment or Discontinuance of this Deed of Trust or
    Retirement Plan Rules
	 
	 	     
    (1) The Company may from time to time amend in whole or in
    part any or all of the provisions of this Trust Deed and
    with the prior written consent of the Administrator the
    Retirement Plan Rules by notice in writing delivered to the
    Trustees, provided that any such amendments which affect the
    rights duties or responsibilities of the Trustees may not be
    made without their prior written consent and provided further
    that no such amendment shall authorise or permit at any time
    prior to the satisfaction of all liabilities with respect to the
    Beneficiaries under the Retirement Plan Rules any part of the
    Trust Fund to be used for or diverted to purposes other
    than those specified in this Deed of Trust and the Retirement
    Plan Rules.
	 
	 	     
    (2) This Trust, the Retirement Plan Rules and the
    Administration Agreement shall terminate upon the date on which
    the Company is subject to a change of control, goes into a
    winding up, dissolution or liquidation whether voluntary or
    compulsory otherwise than for the purpose of reconstruction or
    amalgamation.
	 
	 	     
    (3) In the event of termination of the Plan and this Trust
    pursuant to sub-section (2) above, the Trustees shall
    hold the Members’ Balances and the Employee’s Balance
    UPON TRUST for the



6







 


		
	 	
    Members, and the Trustees shall distribute the Member’s
    Balances to or for the benefit of the Members as soon as
    practicable.
	 
	 	     
    14. Change of Administrator
	 
	 	     
    The Company or in the event of its winding-up, dissolution or
    liquidation for the purpose of reconstruction or amalgamation
    the Trustees may together upon 30 days notice in writing to
    the Administrator cause the replacement of the Administrator and
    consequential amendment of the Administration Agreement.
	 
	 	     
    15. Governing Law
	 
	 	     
    (1) Subject to the following provisions of this Clause this
    Trust is established under the laws of Bermuda and the
    construction and effect of this Trust shall be subject to the
    jurisdiction of and construed in accordance with the laws of
    Bermuda;
	 
	 	     
    (2) Subject to the following provisions of this Clause the
    courts of Bermuda shall be the forum for the administration of
    this Trust;
	 
	 	     
    (3) The Trustees may at any time and from time to time with
    the written consent of the Company declare by deed that the
    trusts powers and the construction and effect of this Trust
    shall from the date of such declaration take effect in
    accordance with the law of any other jurisdiction in any part of
    the world and as from the date of such declaration the law of
    the jurisdiction named therein shall be the Proper Law governing
    this Trust and the Courts in that jurisdiction shall be the
    forum for the administration of this Trust (subject to the
    provisions of this sub-paragraph and
    sub-paragraph (4) below) and until any further
    declaration is made PROVIDED THAT notwithstanding anything
    herein contained the Trustees shall not have the power to make
    any declaration which might directly or indirectly result in
    this Trust becoming illegal void or voidable under the law made
    applicable to this Trust under such declaration or which might
    in any way change the beneficial interests hereunder otherwise
    than in accordance with the terms hereof AND PROVIDED FURTHER
    that so often as any such declaration as aforesaid shall be made
    the Trustees shall be at liberty to make such consequential
    alterations or additions in or to the trusts powers and
    provisions of this Trust as the Trustees may consider necessary
    or desirable to ensure that so far as may be possible the trusts
    powers and provisions of this Trust shall (mutatis mutandis) be
    as valid and effective as they were under the laws of Bermuda
    immediately prior to such declaration;
	 
	 	     
    (4) The Trustee’s shall have power with the written
    consent of the Company (subject to the application (if any) of
    the rule against perpetuities) to carry on the general
    administration of these trusts in any jurisdiction in the world
    whether or not such jurisdiction is for the time being the
    Proper Law of this Trust or the courts of such jurisdiction are
    for the time being the forum for the administration of these
    trusts and whether or not the Trustees or any of them are for
    the time being resident or domiciled in or otherwise connected
    with such jurisdiction;
	 
	 	     
    (5) The Trustees may at any time with the written consent
    of the Company declare by deed that from the date of such
    declaration the forum for the administration of this Trust shall
    be the courts of any jurisdiction in the world whether or not
    such courts are of the jurisdiction which is for the time being
    the Proper Law of this Trust.




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IN WITNESS WHEREOF the parties have executed this deed
under seal the day and year first above written.




	 	 	 
	
    
    THE COMMON SEAL of IPCRE

    	 	
    )
	
    
    LIMITED

    	 	
    )
	
    
    was hereunto affixed in the presence of:

    	 	
    )
	 
	
    
    THE COMMON SEAL of

    	 	
    )
	
    
    CODAN TRUST COMPANY LIMITED

    	 	
    )
	
    
    was hereunto affixed in the presence of:

    	 	
    )




8







 



     
THESE RETIREMENT PLAN RULES of the IPCRE LIMITED
INTERNATIONAL RETIREMENT PLAN LEVEL 2 are adopted as of the
1st day
of January 2003.




I     Definitions



     
1. The following definitions shall apply throughout these
Rules:






		
	 	     
    “Administrator” means IPCRe Limited or such
    administrator from time to time appointed pursuant to the Deed
    of Trust;
	 
	 	     
    “Beneficiary” means a Member and such person or
    persons from time to time appointed but not removed by a Member
    pursuant to Article VII of these Rules;
	 
	 	     
    “Change of Control” shall be deemed to occur if
    (i) any “person” (as such term is defined in
    Section 3(a)(9) and as used in Sections 13(d) and
    14(d) of the United States Securities Exchange Act of 1934, as
    amended (the “Exchange Act”)), excluding IPC Holdings,
    Ltd. (the “Parent”) or any of its subsidiaries, a
    trustee or any fiduciary holding securities under an employee
    benefit plan of the Parent or any of its subsidiaries, an
    underwriter temporarily holding securities pursuant to an
    offering of such securities or a corporation owned, directly or
    indirectly, by shareholders of the Parent in substantially the
    same proportion as their ownership of the Parent, is or becomes
    the “beneficial owner” as defined in Rule 13d-3
    under the Exchange Act), directly or indirectly, of securities
    of the Parent representing 50% or more of the combined voting
    power of the Parent’s then outstanding securities
    (“Voting Securities”); (ii) during any period of
    not more than two years, individuals who constitute the Board as
    of the beginning of the period and any new director (other than
    a director designated by a person who has entered into an
    agreement with the Parent to effect a transaction described in
    clause (i) or (iii) of this sentence) whose election
    by the Board or nomination for election by the Parent’s
    shareholders was approved by a vote of at least two-thirds (2/3)
    of the directors then still in office who either were directors
    at such time or whose election or nomination for election was
    previously so approved, cease for any reason to constitute a
    majority thereof; (iii) the shareholders of the Parent
    approve a merger, consolidation, amalgamation or reorganization
    or a court of competent jurisdiction approves a scheme of
    arrangement of the Parent, other than a merger, consolidation,
    amalgamation, reorganization or scheme of arrangement which
    would result in the Voting Securities of the Parent outstanding
    immediately prior thereto continuing to represent (either by
    remaining outstanding or by being converted into Voting
    Securities of the surviving entity) at least 50% of the combined
    voting power of the Voting Securities of the Parent or such
    surviving entity outstanding immediately after such merger,
    consolidation, amalgamation, reorganization or scheme of
    arrangement; or (iv) the shareholders of the Parent approve
    a plan of complete liquidation of the Parent or any agreement
    for the sale or disposition by the Parent of all or
    substantially all of the Parent’s assets;
	 
	 	     
    “Death Benefit” payable in respect of a Member means
    the aggregate of such Member’s Fund at the date of his
    death.
	 
	 	     
    “Deed of Trust” means the deed of trust
    dated               2003
    between IPCRe Limited of the one part and Codan
    Trust Company Limited as Trustee of the other part;
	 
	 	     
    “Disability” means a Member’s permanent inability
    to perform his functions as an employee for physical or mental
    reasons as certified by a duly qualified medical practitioner to
    the Trustee and/or Administrator;
	 
	 	     
    “Disability Benefit” payable in respect of a Member
    means the aggregate of such Member’s Fund at the date of
    his Disability;
	 
	 	     
    “Earnings” means the following payments expressed in
    monetary terms and paid (directly or indirectly) to the Member
    by the Employer up to a maximum of $200,000 per year:-






		
	 	     
    (i) any wages, salary or leave pay; but does not include:
	 
	 	     
    (ii) any fee or commission; or



9







 






		
	 	     
    (iii) any bonus including payments from a profit-sharing
    scheme, housing benefit, cost of living allowance or other
    perquisite paid to a Member; or
	 
	 	     
    (iv) overtime payments, severance payments, retirement or
    long-service recognition payments or health insurance premiums;






		
	 	     
    “Employer” means IPCRe Limited and affiliates thereof
    as it shall from time to time notify in writing to the Trustee
    and the Investment Manager;
	 
	 	     
    “Employer’s Contributions” means those
    contributions to the Plan made by the Employer pursuant to
    paragraph 3(B) of these Rules;
	 
	 	     
    “Member” means a person who has been accepted as a
    Member of the Plan pursuant to paragraph 2(B) of these
    Rules;
	 
	 	     
    “Member Contributions” means those contributions to
    the Plan which each Member makes pursuant to
    paragraph 3(A)(1)(a) of these Rules;
	 
	 	     
    “Member’s Balance” in relation to a Member’s
    Fund means:






		
	 	     
    (a) the aggregate of all contributions made by the Member
    to a Member’s Fund, all Employer’s Contributions to a
    Member’s Fund and all income earned thereon and all
    realized and accrued capital gains and losses thereon; minus
	 
	 	     
    (b) such portion of the Plan expenses as the Administrator
    considers appropriate;






		
	 	     
    “Member’s Fund” means the fund established for
    each Member holding the Member’s Balance;
	 
	 	     
    “Plan” means the Retirement Plan constituted by the
    Deed of Trust, these Rules and ancillary contracts thereto;
	 
	 	     
    “Retirement Date” in respect of a Member means his
    65th
    birthday, or such other date as the Employer and such Member may
    agree in writing;
	 
	 	     
    “these Rules” means these Rules and includes all
    additions and amendments thereto;
	 
	 	     
    “Senior Officer” means an employee of the Employer
    holding the office of Assistant Vice-President or a more senior
    position;
	 
	 	     
    “Trust” means the trust constituted by the Deed of
    Trust;
	 
	 	     
    “Trustee” means the Trustee or trustees from time to
    time of the Deed of Trust;
	 
	 	     
    “US citizen” means a citizen of the United States of
    America for the purposes of the Internal Revenue Code of the
    United States of America.



     
2. For the purposes of these Rules and in the
interpretation and construction of each and every provision
hereof any adopted or legitimated person shall be treated as the
child of his adoptive parents as the case may be and of no other
person.



     
3. Words in the singular shall include the plural and words
in the plural shall include the singular.



     
4. Words importing the masculine gender shall include the
feminine.




II     Membership in the
Plan



     
2(A) Eligibility






		
	 	     
    (1) All Senior Officers having completed 3 months of
    service and any other full time employee of the Employer
    approved in writing by the Employer and not being a US citizen
    shall be eligible for membership in the Plan.



10







 



     
(2)(B) Procedure






		
	 	     
    (1) The Employer shall, as soon as reasonably possible,
    provide to each person who is eligible for membership in the
    Plan an application for membership in the Plan in the form
    attached to these Rules as Appendix 1.
	 
	 	     
    (2) Each such eligible person shall complete and sign such
    application and deliver it to the Employer as soon as reasonably
    possible;
	 
	 	     
    (3) The Employer shall forthwith review each such
    application and, if the information contained therein appears to
    be complete and accurate in all material respects, shall approve
    such application by signing it, and shall deliver such
    application to the Administrator;
	 
	 	     
    (4) The Administrator shall forthwith review each such
    application, and if the information contained therein appears to
    be complete and accurate in all material respects, shall accept
    such application by signing it, and shall deliver notice of such
    acceptance to the Employer;
	 
	 	     
    (5) A person shall become a Member of the Plan on the date
    on which his application for membership is accepted and declared
    effective by the Administrator.
	 
	 	     
    (6) The Administrator shall deliver to each person whose
    application for membership in the Plan has been accepted notice
    that he has been accepted for membership in the Plan and the
    date on which such membership commenced.



     
2(C) Duration of Membership in the Plan






		
	 	     
    (1) A person’s membership in the Plan commences on the
    date declared by the Administrator and terminates on the
    earliest of the following dates:






		
	 	     
    (a) the date on which the Member’s Fund is withdrawn
    by or paid by lump sum in full to the Member;
	 
	 	     
    (b) the date on which the Member’s Fund is transferred
    to a Transferee Plan;
	 
	 	     
    (c) the date on which the Plan terminates;
	 
	 	     
    (d) the date on which such Member dies; and
	 
	 	     
    (e) the date on which the Member terminates his employment
    with the Employer.




III     Contributions to the
Plan



     
3(A) Contributions by Members






		
	 	     
    (1) So long as a Member is a Member, he may contribute to
    his Member’s Fund from time to time such amounts as he
    considers appropriate.
	 
	 	     
    (2) A Member may make Contributions at any time, either by
    payroll deduction or by direct payment to the Trustee, or as the
    Trustee may direct in writing.



     
3(B) Contributions by the Employer






		
	 	     
    (1) So long as a Member is a Senior Officer or other full
    time employee approved by the Employer, the Employer:






		
	 	     
    (a) shall contribute to such Member’s Fund 10%
    (ten percent) of the Member’s Earnings to the Plan; and
	 
	 	     
    (b) may contribute to such Member’ Fund from time to
    time such additional amounts as the Employer considers
    appropriate.



11







 



     
3(C) Remittance of Contributions






		
	 	     
    (1) The Employer shall remit to the Trustee, or to the
    Administrator if the Trustee so directs in writing:






		
	 	     
    (a) the contributions made by each Member to his
    Member’s Fund by payroll deduction during any preceding
    month;
	 
	 	     
    (b) monthly contributions payable by the Employer to each
    Member’s Fund prior to, on or within 15 days of each
    month; and
	 
	 	     
    (c) a statement of the amount to be allocated to each
    Member’s Fund in respect of:






		
	 	     
    (i) the Member Contributions of such Member; and
	 
	 	     
    (ii) the Employer’s Contributions.



     
3(D) Transfers to a Member’s Fund






		
	 	     
    A Member may, at any time or times, transfer, or cause to be
    transferred, to his Member’s Fund any amount payable to the
    Member at the time of transfer to such Member from, or held to
    his credit in, another retirement plan, deferred compensation or
    profit sharing plan or any retirement plan and such funds shall
    be deemed to be Member Contributions made by such Member to such
    Member’s Fund.




IV     Vesting
Requirements



     
4(A) Contributions by Members






		
	 	     
    (1) The Member’s Balance in a Member’s Fund shall
    vest immediately in such Member, subject to the provisions of
    the Deed of Trust and these Rules.



     
4(B) Contributions by the Employer






		
	 	     
    (1) The Employer’s Balance in a Member’s Fund
    shall vest immediately in such Member, subject to the provisions
    of the Deed of Trust and these Rules.




V     Withdrawal of Contributions
from the Plan and Termination of Employment



     
5(A) A Member may, at any time or times withdraw from such
Member’s Fund:






		
	 	     
    (a) the whole of such Member’s Balance; or
	 
	 	     
    (b) any part of such Member’s Balance which exceeds
    US$1,000.



     
5(B) A Member who terminates employment with the Employer shall
be entitled to the whole of such Member’s Balance and any
other Employer Contributions in the Member’s Fund solely in
the discretion of the Employer and such Member’s Balance,
including any other Employer Contribution, may be paid to or
applied for the benefit of such Member as the Member may direct
to the Administrator, but in the absence of any such direction
shall be paid in a lump sum to the Member.




VI     Commencement of Retirement
Benefits



     
6(A) A Member’s retirement benefits shall commence on the
first day of the month following his Retirement Date.



     
6(B) A Member whose employment by the Employer has terminated:






		
	 	     
    (1) as a result of his ill-health, incapacity or total and
    permanent disability may elect to receive retirement benefits at
    any time; or
	 
	 	     
    (2) for any reason other than his or her ill-health,
    incapacity or total and permanent disability, may elect to
    receive retirement benefits at any time within the ten year
    period prior to his or her Retirement Date.



12







 



     
6(C) An election made by a Member to receive retirement benefits
prior to his or her Retirement Date shall not be effective
unless:






		
	 	     
    (1) it is in writing and signed by such Member and
    delivered to the Trustee and the Employer; and
	 
	 	     
    (2) in respect of an election made pursuant to
    subparagraph 6(B)(1) of these Rules, it is accompanied by
    confirmation in writing from a medical doctor licensed to
    practice in Bermuda that such Member is incapable of performing
    his or her usual occupation by reason of ill-health, incapacity
    or total and permanent disability.



     
6(D) The retirement benefits payable to a Member who makes an
effective election to receive retirement benefits prior to his
or her Retirement Date shall commence within 31 days
following the date on which such Member delivers notice of his
or her election to the Employer and the Trustee.




VII     Beneficiary
Designations



     
7(A) A Member may make a Beneficiary Designation and appoint a
beneficiary or beneficiaries.



     
7(B) A Member may revoke or change a Beneficiary Designation in
the same manner as he may make a Beneficiary Designation.




VIII     Benefits from the
Plan



     
8(A) Retirement Benefits






		
	 	     
    (1) A Member may, at any time during the 12 month
    period immediately prior to his Retirement Date or at any time
    thereafter, direct the Trustee to use or apply any part or all
    of his Member’s Fund as such Member may direct to:






		
	 	     
    (X) purchase a non-commutable annuity;
	 
	 	     
    (a) from a suitable insurance company licensed to sell
    annuities;
	 
	 	     
    (b) payable, at the discretion of such Member until:






		
	 	     
    (i) the death of such Member; or
	 
	 	     
    (ii) the death of the survivor of such Member and his
    spouse or other person with whom such Member resides at his
    Retirement Date as if they were a spouse of each other; and






		
	 	     
    (c) containing such other terms and conditions as such
    Member considers appropriate as permitted by law.
	 
	 	     
    (Y) procure such other benefits for such Member as
    permitted by law.



     
8(B) Death Benefits






		
	 	     
    If a Member dies during Membership of the Plan prior to his
    Normal Retirement Date, a lump sum equal to the Member’s
    Balance shall be paid to his Beneficiary.
	 
	 	     
    (2) Where no Beneficiary has been appointed or where the
    Beneficiary has predeceased the Member, the Member’s
    Balance of the former Member shall be paid to the estate of the
    former Member.



     
8(C) Disability Benefits






		
	 	     
    Upon the Disability of a Member, the Trustee shall pay the
    Disability Benefit payable in respect of such Member to the
    Member or at the discretion of the Trustee to a trust set up for
    the benefit of such Member.




IX     Termination of Plan



     
9 Upon termination of the Plan a Member shall be allocated the
aggregate of such Member’s Balance and the Employer’s
Balance in such Member’s Fund at the date of termination.



13







 




X     Information to
Members



     
10 (A) The Administrator shall:






		
	 	     
    (1) administer the collection on behalf of the Trustee of
    contributions made to the Trust and administer distributions of
    funds to Beneficiaries of the Trust;
	 
	 	     
    (2) supply, on demand by a Member or any other person
    having rights in the Member’s Fund, copies of:






		
	 	     
    (a) the Deed of Trust;
	 
	 	     
    (b) these Rules;
	 
	 	     
    (c) the latest statement of accounts, balance sheet and
    report prepared in accordance with the requirements of the Deed
    of Trust or these Rules;






		
	 	     
    (3) provide to each Member an explanation of:






		
	 	     
    (a) the provisions of the Plan applicable to him;
	 
	 	     
    (b) his rights and obligations in respect of the
    Plan; and
	 
	 	     
    (c) each amendment to the Plan within ninety days after an
    amendment is made; and
	 
	 	     
    (d) any other information prescribed by the Deed of Trust
    or these Rules;






		
	 	     
    (4) provide to each Member notice of termination of the
    Plan and notice of the payment options available to him;
	 
	 	     
    (5) provide to each Member, at least sixty days prior to
    his Retirement Date, notice of the payment options available to
    him;
	 
	 	     
    (6) provide to each Member on termination of his employment
    with the Employer, notice of the benefits, rights and
    obligations of the Member
	 
	 	     
    (7) provide to the personal representative of each Member
    who has died and to each person named or described in a
    Beneficiary Designation made by such Member, notice of the
    benefits payable as a result of the death of such Member.



     
10(B) The Administrator shall deliver to each Member, within
ninety days of the end of each financial year of the Trust, a
statement indicating:






		
	 	     
    (1) the total value of the Member’s Fund at the
    beginning of such financial year;
	 
	 	     
    (2) the total value of that portion of the Member’s
    Fund which had vested in such Member at the end of such
    financial year;
	 
	 	     
    (3) the aggregate value of all contributions made to such
    Member’s Fund by the Member during such financial year;
	 
	 	     
    (4) the aggregate value of all contributions made to such
    Member’s Fund by the Employer during such financial year;
	 
	 	     
    (5) the total value of the Member’s Fund at the end of
    such financial year; and



     
10(C) In the absence of bad faith, the records of the Employer
shall be presumed to be conclusive with regard to Earnings,
length of employment and eligibility for membership in the Plan.



     
EXECUTED by the TRUSTEES
this                      day
of           2003.






		
		
     





Codan
Trust Company Limited




Trustees



14






 



     
THIS ADMINISTRATION AGREEMENT is made the  day
of           2003



     
BETWEEN:






		
	 	     
    (1) CODAN TRUST COMPANY LIMITED of Richmond House,
    12 Par-la-Ville Road, Hamilton HM 08, Bermuda as trustees of a
    Deed of Trust (the “Deed of Trust”) dated 2003 between
    IPCRe Limited of the one part and the said Codan
    Trust Company Limited of the other part (the
    “Trustees”); and
	 
	 	     
    (2) IPCRE LIMITED of American International
    Building, 29 Richmond Road, Pembroke HM 08, Bermuda (the
    “Administrator”)



     
WHEREAS:






		
	 	     
    (A) The Trustees are the present trustees of the Deed of
    Trust known as the IPCRe Limited International Retirement Plan
    Level 2 Trust (“the Trust”) and as trustees of
    the Trust are required to enter into this administration
    agreement.
	 
	 	     
    (B) The Administrator has read and understood the Trust,
    the Retirement Plan Rules annexed thereto and the Investment
    Agreement. The foregoing documents together with this
    Administration Agreement are herein sometimes together referred
    to as “the Plan”.
	 
	 	     
    (C) The Administrator is desirous of acting as
    administrator of the Plan pursuant to the terms and provisions
    of the Plan and the terms and provisions hereof.



     
NOW IT IS HEREBY AGREED as follows:-






		
	 	     
    1. Unless otherwise defined herein capitalised terms herein
    shall take their meanings from definitions thereof contained in
    the documents comprising the Plan.
	 
	 	     
    2. The Administrator hereby agrees to act as the
    administrator of the Plan pursuant to the terms and provisions
    of the Plan and the terms and provisions hereof.
	 
	 	     
    3. (A) The Administrator shall:






		
	 	     
    (a) keep accurate records and information with respect to
    each Member and person or persons designated as a beneficiary by
    Beneficiary Designation;
	 
	 	     
    (b) keep accurate accounts relating to the Trust;
	 
	 	     
    (c) account to the Trustees, the Employer and Members in
    accordance with the provisions of this Agreement;
	 
	 	     
    (d) perform the duties and responsibilities imposed on the
    Administrator by the documents comprising the Plan, or by law,
    or by any agreement made between the Trustees and the
    Administrator with respect to the administration of the Plan; and
	 
	 	     
    (e) oversee the investment of the Trust Fund and
    ensure the Trust Fund and Members Balances are invested in
    various investment funds as may be either selected by each
    Member or selected by the Administrator in its discretion.






		
	 	     
    (B) The Administrator shall without prejudice to the
    generality of the foregoing:






		
	 	     
    (1) administer the collection on behalf of the Trustees of
    contributions made to the Trust and administer distributions of
    funds to Beneficiaries of the Trust;
	 
	 	     
    (2) supply, on demand by a Member or any other person
    having rights in the Trust Fund, copies of:






		
	 	     
    (a) the Trust;
	 
	 	     
    (b) The Retirement Plan Rules;



15







 






		
	 	     
    (c) the latest statement of accounts, balance sheet and
    report prepared in accordance with the requirements of the Trust
    or by law;






		
	 	     
    (3) provide to each Member an explanation of:






		
	 	     
    (a) the provisions of the Plan applicable to him;
	 
	 	     
    (b) his rights and obligations in respect of the Plan;
	 
	 	     
    (c) each amendment to the Plan;
	 
	 	     
    (d) any other information prescribed by the Trust or by law;






		
	 	     
    (4) provide to each Member notice of termination of the
    Plan prior to the effective date of such termination;
	 
	 	     
    (5) provide to each Member, at least sixty days prior to
    his Retirement Date, notice of the payment options available to
    him;
	 
	 	     
    (6) provide to each Member on termination of his employment
    with the Employer, notice of the benefits, rights and
    obligations of the Member;
	 
	 	     
    (7) provide to the personal representative of each Member
    who has died and to each person named or described in a
    Beneficiary Designation made by such Member, notice of the
    benefits payable as a result of the death of such Member.






		
	 	     
    (C) The Administrator shall deliver to each Member, within
    ninety days of the end of each financial year of the Trust, a
    statement indicating:






		
	 	     
    (1) the total value of the Member’s Fund at the
    beginning of such financial year;
	 
	 	     
    (2) the total value of that portion of the Member’s
    Fund which had vested in such Member at the end of such
    financial year;
	 
	 	     
    (3) the aggregate value of all contributions made to such
    Member’s Fund by the Member during such financial year;
	 
	 	     
    (4) the aggregate value of all contributions made to such
    Member’s Fund by the Employer during such financial year;
	 
	 	     
    (5) the total value of the Member’s Fund at the end of
    such financial year.






		
	 	     
    4. (A) The Administrator may exercise all of the
    powers which are conferred upon the Trustees by the Trust or by
    law which may be reasonably necessary to enable the
    Administrator to carry out its responsibilities under this
    Agreement;
	 
	 	     
    (B) The Administrator may act by resolution evidenced in
    writing and signed by any officer or individual authorized for
    such purpose by its Board of Directors;
	 
	 	     
    (C) The Administrator may act through any one or more of
    its officers, directors or employees who may be appointed by its
    Board of Directors for such purposes;
	 
	 	     
    (D) The Administrator may delegate some or all of its
    duties hereunder to an agent or agents who is or are in the
    opinion of the Administrator capable of performing such duties
    so delegated. The Administrator shall remain responsible for the
    proper conduct of such duties so delegated.
	 
	 	     
    (E) The Administrator shall be entitled to charge for its
    services hereunder at such rate or rates as shall be agreed from
    time to time between the Trustees and the Administrator. The fee
    and expenses shall be deducted by the Trustees from the
    Trust Fund of the Trust and paid to the Administrators.
	 
	 	     
    5. So long as the Administrator acts honestly and in good
    faith in performing its duties hereunder or arising, and
    exercising the powers conferred upon it, the Administrator shall
    not be responsible or



16







 


		
	 	
    required to account for any loss or damage to the
    Trust Fund or to any one or more of the Beneficiaries or
    Members that may result from:







		
	 	     
    (a) the performance of any such duty or the exercise of any
    such power;
	 
	 	     
    (b) acting in accordance with advice or instructions
    received from the Trustees in relation to the Trust or from any
    lawyer, accountant, actuary, appraiser, investment advisor or
    other professional advisor;
	 
	 	     
    (c) the negligence or fraud of any agent employed by the
    Administrator, even if the employment of such agent was not
    strictly necessary;
	 
	 	     
    (d) any error of judgment, mistake or omission made by the
    Administrator; or
	 
	 	     
    (e) any other cause whatsoever.






		
	 	     
    6. The Administrator shall be:






		
	 	     
    (a) chargeable only with money or property actually
    received by it;
	 
	 	     
    (b) held harmless and indemnified out of the
    Trust Fund against all liability for claims, losses, or
    damages, that may arise during the administration of the Plan,
    provided only that, when taking any such action or failing,
    refusing or omitting to take any such action, the Administrator
    acted honestly and in good faith;
	 
	 	     
    (c) entitled to reimbursement out of the Trust Fund
    for all expenses properly incurred by it.






		
	 	     
    7. The Administrator may resign from the office of
    administrator of the Plan at any time by giving written notice
    of such resignation to the Trustees and such resignation shall
    become effective on:






		
	 	     
    (a) the ninetieth day after the date on which such notice
    is given; or
	 
	 	     
    (b) such other date as the Administrator so resigning and
    the Trustees may agree in writing.






		
	 	     
    8. The Administrator shall be automatically removed from
    the office of administrator of the Plan and immediately cease to
    hold such office if it:






		
	 	     
    (a) makes a proposal in bankruptcy or an assignment for the
    benefit of creditors or is adjudged a bankrupt by a court having
    jurisdiction over the Administrator;
	 
	 	     
    (b) is dissolved or wound up;
	 
	 	     
    (c) enters into liquidation, whether compulsory or
    voluntary, other than voluntary liquidation for the purpose of
    amalgamation or reconstruction; or
	 
	 	     
    (d) loses or otherwise ceases to have the corporate
    capacity and power to hold the office of administrator of the
    Plan.






		
	 	     
    9. If the Administrator is removed from office in
    accordance with clause 8, it shall, if able to do so, give
    written notice of such removal to the Trustees.
	 
	 	     
    10. Subject to the provisions of clause 8 hereof the
    Trustees of the Trust may not remove the Administrator from such
    office except in accordance with the following procedure:






		
	 	     
    (a) The Trustees shall give to the Administrator written
    notice of the Trustees’ intention to remove the
    Administrator as the Administrator of the Plan (“the
    Removal Notice”).
	 
	 	     
    (b) The Removal Notice shall state:






		
	 	     
    (i) that, in the opinion of the Trustees, it is in the best
    interests of the Employer, the Members and the Beneficiaries
    that the Administrator be removed as Administrator of the
    Plan; and
	 
	 	     
    (ii) the reasons on which such opinion is based.



17







 






		
	 	     
    (c) The Administrator may, within ten days of the date on
    which the Removal Notice is given by the Trustee to the
    Administrator, give written notice to the Trustee containing a
    statement that it disputes its removal as Administrator of the
    Plan and a statement of the grounds on which its dispute is
    based (“the Dispute Notice”).
	 
	 	     
    (d) If the Administrator fails or refuses to give the
    Dispute Notice to the Trustees within the time provided in sub
    paragraph (c) hereof, the Administrator shall be removed as
    the Administrator of the Plan and such removal shall become
    effective on:






		
	 	     
    (i) the twelfth day following the date on which the Removal
    Notice was given by the Trustees to the Administrator; and
	 
	 	     
    (ii) such other date as the Trustees and the Administrator
    may agree in writing.






		
	 	     
    (e) If the Administrator gives the Dispute Notice to the
    Trustees within the time provided in
    subparagraph (c) hereof, unless the parties otherwise
    agree in writing, the issue (as to whether it is in the best
    interests of the Employer, the Members and the Beneficiaries to
    remove the Administrator as Administrator of the Plan) shall be
    referred to and resolved by the courts in Bermuda.
	 
	 	     
    (f) If the Administrator is removed as Administrator of the
    Plan pursuant to court proceedings, such removal shall be
    effective on:






		
	 	     
    (i) the fifth day after the decision of the courts is given
    by the courts to the Trustees and the Administrator; or
	 
	 	     
    (ii) such other date as the Trustees and the Administrator
    may agree in writing.






		
	 	     
    11. If, at any time, the office of administrator of the
    Plan becomes vacant, the Trustees may fill the vacancy in such
    office by appointing to such office itself or any other company
    or corporation which has the corporate power and capacity to
    hold the office of administrator of the Plan.
	 
	 	     
    12. An appointment made in accordance with clause 11
    shall not be effective unless it:






		
	 	     
    (1) is in writing and signed by the Trustees; and
	 
	 	     
    (2) is accepted in writing by the administrator so
    appointed.






		
	 	     
    13. An appointment made in the manner prescribed in
    clause 12 shall become effective on:






		
	 	     
    (1) the date on which the appointment is accepted; or
	 
	 	     
    (2) such later date as the Trustees and the administrator
    so appointed may agree in writing.






		
	 	     
    14. From and after the date on which an appointment made in
    the manner prescribed in clause 12 becomes effective, the
    company or corporation so appointed to hold office as
    administrator of the Plan shall:






		
	 	     
    (1) have all of the rights, privileges, benefits and
    indemnities conferred upon the Administrator by this Agreement,
    or by law, or by agreement made between it and the Trustees;
	 
	 	     
    (2) be entitled to exercise all of the powers conferred
    upon the administrator by this Agreement, or by law, or by
    agreement made between it and the Trustees; and
	 
	 	     
    (3) assume all of the duties and obligations imposed on the
    Administrator by this Agreement, and by law, and by agreement
    made between it and the Trustees.






		
	 	     
    15. Each notice of change of the Trustees or Administrator
    shall be endorsed on, or attached to, this Agreement, and every
    such notice shall be conclusive evidence to a person dealing
    with the Trustees and the Administrator, or either of them as to
    truth and accuracy of the facts stated or contained in such
    notice, unless such person has actual notice to the contrary.



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    16. The Trustees shall pay from the Trust Fund all
    charges and expenses incurred in relation to:






		
	 	     
    (1) the removal of a person from the office of trustee of
    the Trust;
	 
	 	     
    (2) the appointment of a Licensed Trust Company to the
    office of trustee of the Trust;
	 
	 	     
    (3) the preparation and execution of all deeds and other
    transfers required to transfer any part or all of the
    Trust Fund to, or vest any part or all of the
    Trust Fund in, the Licensed Trust Company appointed to
    the office of trustee of the Trust;
	 
	 	     
    (4) the removal of a person from the office of
    administrator of the Plan;
	 
	 	     
    (5) the appointment of a qualified company or corporation
    to the office of administrator of the Plan; and
	 
	 	     
    (6) legal fees and disbursements incurred by the Trustees
    arising out of the Trust.






		
	 	     
    17. This Agreement shall be governed by and construed in
    accordance with the laws of the Islands of Bermuda and the
    parties hereto submit to the non-exclusive jurisdiction of the
    courts of the Islands of Bermuda.



     
IN WITNESS whereof the parties hereto have executed this
Agreement the day and year first before written.




	 	 	 
	
    
    SIGNED on behalf of CODAN TRUST

    	 	
    )
	
    
    COMPANY LIMITED as trustee of the Trust

    	 	
    )
	 
	
    
    SIGNED on behalf of IPCRE LIMITED

    	 	
    )
	 	 	
    )




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