Pursuant to the Registrant’s Amended and Restated 1991 Performance Incentive Program, on July 25, 2008, following the approval by the Compensation Committee of the Board of Directors, the Board of Directors approved grants to employees of the Registrant and its subsidiaries of options to purchase, in the aggregate, approximately 2,825,000 ordinary shares, including the following option grants to named executive officers of the Registrant: options to purchase 50,000 shares for Brian W. Nocco, the Registrant’s Chief Financial Officer, and options to purchase 100,000 shares for James H. Veghte, the Registrant’s Chief Executive of Reinsurance Operations. The option grants are intended to be in lieu of a portion of the grantees’ regular incentive compensation for 2008. The date of grant of the stock options will be the date that is ten trading days following the date of pricing of the offering (and subject to closing of the offering) of the Registrant’s ordinary shares described below in Item 8.01. The exercise price per share of the options will be the closing sales price per share of ordinary shares on the New York Stock Exchange on the date of grant. In the case of options granted to members of the Registrant’s senior leadership group, the options will be scheduled to vest on the date that is the later of three years from the date of grant or the date upon which the closing price of the ordinary shares on the New York Stock Exchange has equaled or exceeded 130% of the option exercise price for a period of at least ten consecutive trading days. In the case of options granted to other employees, the options will be scheduled to cliff vest on the third anniversary of the date of grant.

In addition, effective August 1, 2008, the annual base salary of James H. Veghte will be increased to $600,000.

In connection with a reorganization of the management structure of the Registrant, as announced in the press release attached hereto as Exhibit 99.1, the following management changes will take effect on the dates indicated below:

Fiona Luck, Executive Vice President and Chief of Staff, will become Special Advisor to the Chief Executive Officer, based in Bermuda and London, with a reduced time commitment and commensurate reduction in compensation. She will step down from her current role and the senior leadership group on August 1, 2008, at which time the role of Chief of Staff will be eliminated. In connection with the foregoing, the Employment Agreement between Ms. Luck and the Registrant was amended on July 28, 2008 to provide that any written notice pursuant to Section 8(d)(iv) or Exhibit B thereof resulting from the changes described above may be given by Ms. Luck at any time prior to January 31, 2009. The amendment to Ms. Luck’s employment agreement is attached hereto as Exhibit 10.2 and incorporated by reference herein.

Henry C.V. Keeling, Executive Vice President and Chief Operating Officer, will retire from the Registrant effective August 1, 2008 (the “Termination Date”). As a result of Mr. Keeling’s decision to retire, the role of the Chief Operating Officer will be eliminated. On July 28, 2008, the Registrant entered into a separation agreement with Mr. Keeling. The separation agreement provides that, as of the Termination Date, Mr. Keeling will resign from all officer positions with the Registrant and its affiliates as well as his membership on all boards of directors and committees of the Registrant and its affiliates. The separation agreement is attached hereto as Exhibit 10.3 and incorporated by reference herein.

The separation agreement provides for: (i) payment of base salary through the Termination Date; (ii) a lump sum cash payment of $3,953,125; (iii) reimbursement for business expenses incurred prior to the Termination Date; (iv) medical benefit plan coverage for Mr. Keeling and his dependents until the earlier of (A) 24 months from the Termination Date or (B) the date Mr. Keeling becomes eligible to receive medical benefits from another employer; (v) Registrant’s payment of or reimbursement for (in either case, on an after tax basis to Mr. Keeling) reasonable moving expenses in relocating from Bermuda to the United Kingdom; (vi) continuation of Mr. Keeling’s current monthly housing allowance from the Termination Date through the earlier of the end of the calendar year 2008 or the date of termination of the applicable housing lease; (vii) continuation of Mr. Keeling’s current automobile benefits from the Termination Date through the end of calendar year 2008 and (viii) reimbursement for the cost of household improvements incurred on or prior to April 30, 2008. Mr. Keeling’s benefits under the retirement plans of the Registrant will be paid in accordance with the terms of the plans and his elections made thereunder. The separation agreement contains Mr. Keeling’s release of claims against the Registrant as well as confidentiality, non-solicitation and non-disparagement provisions.

The separation agreement provides that all stock options and restricted stock granted to Mr. Keeling under the Registrant’s equity-based incentive compensation plans other than those stock options granted during calendar year 2008 will, to the extent unvested, become vested on the Termination Date. All of the Registrant stock options granted before January 1, 2000 held by Mr. Keeling will be exercisable for three years following the Termination Date (but in no event beyond the full ten year term of the option), after which time they will terminate, and all options granted on or after January 1, 2000 will remain exercisable for the duration of the term specified in the applicable option agreement. With respect to the options to purchase 130,000 shares of Registrant stock granted to Mr. Keeling during calendar year 2008, (i) 86,600 will become vested on the Termination Date and they will terminate ninety (90) days following the Termination Date and (ii) 43,400 will become vested on the Termination Date and remain exercisable for the duration of the term specified in the applicable option agreement.

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