ENGAGEMENT BY THE COMPANY OR ITS AFFILIATES
OTHER THAN THE SEPARATION AGREEMENT, WHICH REMAINS IN FULL FORCE AND EFFECT.
(C)
THIS AGREEMENT MAY BE AMENDED ONLY BY AN INSTRUMENT IN WRITING
SIGNED BY THE PARTIES HERETO, AND ANY PROVISION HEREOF MAY BE WAIVED ONLY BY AN
INSTRUMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM OR WHICH ENFORCEMENT OF
SUCH WAIVER IS SOUGHT.
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(D)
THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS HEREUNDER,
INCLUDING, WITHOUT LIMITATION, MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF BERMUDA WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
(E)
THIS AGREEMENT SHALL INURE FOR THE BENEFIT OF AND BE AN OBLIGATION
OF THE COMPANY'S ASSIGNS AND SUCCESSORS; PROVIDED, HOWEVER, THAT YOU MAY NOT
ASSIGN YOUR DUTIES AND OBLIGATIONS HEREUNDER TO ANY OTHER PARTY.
(F)
THE HEADINGS IN THIS AGREEMENT ARE INSERTED FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT BE A PART OF OR CONTROL OR AFFECT THE MEANING OF
ANY PROVISION HEREOF.
IF THE TERMS OF THIS AGREEMENT MEET WITH YOUR APPROVAL,
PLEASE SIGN AND RETURN ONE COPY TO THE COMPANY.
Sincerely,
AXIS SPECIALTY LIMITED
By: /s/ John R. Charman
Name: John R. Charman
Title: Chief Executive Officer and President
Accepted and Agreed
as of the date first set forth above:
/s/ Andrew Cook
D. Andrew Cook
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