UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
IPC HOLDINGS, LTD.
(NAME OF ISSUER)
COMMON SHARES, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
G4933P 10 1
(CUSIP NUMBER)
KATHLEEN E. SHANNON
SENIOR VICE PRESIDENT AND SECRETARY
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET
NEW YORK, NEW YORK
(212) 770-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
NOVEMBER 4, 2005
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(b)(3) OR (4), CHECK THE FOLLOWING BOX:
[ ]
(CONTINUED ON THE FOLLOWING PAGE)
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CUSIP NO. G4933P 10 1
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(1) Name of Reporting Person/S.S. or I.R.S.
Identification No. of Above Person
American International Group, Inc. (I.R.S. Identification No. 13-2592361)
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
[ ]
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(6) Citizenship or Place of Organization
Delaware, U.S.A.
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(7) Sole Voting Power
15,397,000
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Number of Shares (8) Shared Voting Power
Beneficially Owned 0
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power
15,397,000
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
15,397,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
24.2%
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(14) Type of Reporting Person
HC, CO
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This Amendment No. 4 (this "Amendment") to the Statement on Schedule
13D filed by American International Group, Inc. ("AIG") amends and restates in
its entirety AIG's Statement on Schedule 13D (the "Statement") originally filed
by AIG on April 9, 1996.
Item 1. Security and Issuer.
This Amendment relates to the common shares, par value $.01 per share
("Common Shares"), of IPC Holdings, Ltd., a Bermuda corporation (the "Company"
or the "Issuer"). The principal executive offices of the Company are located at
American International Building, 29 Richmond Road, Pembroke HM08, Bermuda.
Item 2. Identity and Background.
General
Starr International Company, Inc., a Panamanian corporation ("SICO"),
has the sole power to vote and direct the disposition of 310,905,397 shares of
common stock, par value $2.50 per share, of AIG ("AIG Shares"). C.V. Starr &
Co., Inc., a Delaware corporation ("Starr"), has the shared power to vote and
direct the disposition of 47,337,246 AIG Shares (18,644,278 of which are held by
the C.V. Starr & Co., Inc. Trust ("Starr Trust"), of which Starr is a
beneficiary). Maurice R. Greenberg, a United States citizen, has the sole power
to vote and direct the disposition of 2,902,938 AIG Shares, 52 of which are held
directly by Mr. Greenberg and 2,902,886 of which may be acquired pursuant to
stock options previously granted by AIG to Mr. Greenberg as a then
officer and director of AIG. Mr. Greenberg has shared power to vote and direct
the disposition of 90,931,972 AIG Shares, 43,488,151 of which are held as a
tenant in common with Mr. Greenberg's wife, 106,627 of which are held in family
trusts of which Mr. Greenberg is a trustee, and 47,337,246 of which are held by
Starr (18,644,278 shares of which are held by the Starr Trust, for which Starr
is a beneficiary and Mr. Greenberg is a trustee). Mr. Greenberg owns 12.8% of
the voting common stock of Starr, and has irrevocable proxies until January 17,
2006, to vote in the aggregate, together with his direct ownership, 32.3% of the
voting common stock of Starr. Edward E. Matthews, a United States citizen, has
the sole power to vote and direct the disposition of 1,991,635 AIG Shares,
1,569,135 of which are held directly by Mr. Matthews and 422,500 of which may be
acquired pursuant to stock options previously granted by the Issuer to
Mr. Matthews as a then officer and director of AIG. Mr. Matthews has shared
power to vote and direct the disposition of 18,667,178 AIG Shares, 22,900 of
which are held by Mr. Matthews' wife and 18,644,278 of which are held by the
Starr Trust, for which Starr is a beneficiary and Mr. Matthews is a trustee.
The principal executive offices of SICO are located at Clifton
House-Suite 59, Lower Fitzwilliam Street, Dublin 2, Ireland and Mercury House,
101 Front Street, Hamilton HM12, Bermuda. The principal executive offices of
Starr are located at 399 Park Avenue, 17th Floor, New York, New York 10022. The
names of the directors and executive officers ("Covered Persons") of AIG, SICO,
and Starr, their business addresses and principal occupations, including the
businesses addresses and principal occupations of Messrs. Greenberg and
Matthews, are set forth in Exhibit A attached hereto, which is incorporated
herein by reference in its entirety. The business address indicated for Messrs.
Greenberg and Matthews and each other Covered Person is also the address of the
principal employer of such person. Each of the Covered Persons is a citizen of
the United States, except for Messrs. Sullivan, Tse and Walsh, who are British
Subjects, Mr. Marshall A. Cohen, who is a Canadian citizen, Dr. Jacob A.
Frenkel, who is a citizen of the State of Israel and the Republic of Poland, and
Mr. Zalamea, who is a citizen of the Republic of the Philippines. SICO owns
1,250,000 Common Shares of the Company. AIG disclaims any beneficial interest in
the Common Shares of the Company owned by SICO.
Except as provided for in the next sentence, all information provided
in this Amendment (including, without limitation, in this Item 2 and Exhibit A
to this Amendment) with respect to Messrs. Greenberg and Matthews, SICO and
Starr and their respective directors and executive officers is provided based
solely on the information set forth in the Schedule 13D relating to AIG Shares,
dated November 23, 2005, filed on behalf of Messrs. Greenberg and Matthews, SICO
and Starr and the Form 4 relating to AIG Shares filed by Mr. Greenberg on
December 16, 2005. The information provided in this Amendment with respect to
the ownership of, and transactions in, the Common Shares of the Company by
Messrs. Greenberg and Matthews, SICO and Starr and their respective directors
and executive officers is provided based solely on publicly available
information. In each case, such information may not be accurate or complete and
AIG takes no responsibility therefor and makes no representation to its accuracy
or completeness as of the date hereof or any subsequent date.
PNC Settlement
In November 2004, AIG and AIG Financial Products Corp. ("AIGFP"), a
subsidiary of AIG, reached a final settlement with the Securities and Exchange
Commission ("SEC"), the Fraud Section of the United States Department of Justice
("DOJ") and the United States Attorney for the Southern District of Indiana with
respect to issues arising from certain structured transactions entered into with
Brightpoint, Inc. and The PNC Financial Services Group, Inc. ("PNC"), the
marketing of transactions similar to the PNC transactions and related matters.
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AIG, without admitting or denying the allegations in the SEC
complaint, consented to the issuance of a final judgment: (a) permanently
enjoining it and its employees and related persons from violating section 10(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Exchange Act Rule 10b-5, and Section 17(a) of the Securities Act of 1933, as
amended (the "Securities Act"), and from aiding and abetting violations of
Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Exchange Act Rules
12b-20, 13a-1, and 13a-13; (b) ordering it to disgorge the $39,821,000 in fees
that it received from the PNC transactions, plus prejudgment interest of
$6,545,000; and (c) providing for AIG to establish a transaction review
committee to review the appropriateness of certain future transactions and to
retain an independent consultant to examine certain transactions entered into
between 2000 and 2004 and review the policies and procedures of the transaction
review committee.
The settlement with the DOJ consists of separate agreements with AIG
and AIGFP and a complaint filed against, and deferred prosecution agreement
with, AIGFP PAGIC Equity Holding Corp. ("AIGFP PAGIC"), a wholly-owned
subsidiary of AIGFP. Under the terms of the settlement, AIGFP paid a monetary
penalty of $80 million and, provided that AIG, AIGFP and AIGFP PAGIC satisfy
their obligations under the DOJ agreements, the DOJ will seek a dismissal with
prejudice of the AIGFP PAGIC complaint after 13 months and will not prosecute
AIG or AIGFP in connection with the PNC transactions or the Brightpoint
transaction that was settled by AIG with the SEC in 2003. The obligations of
AIG, AIGFP and AIGFP PAGIC under the DOJ agreements relate principally to
cooperating with the DOJ and other federal agencies in connection with their
related investigations.
Item 3. Source and Amount of Funds or Other Consideration.
AIG used its available working capital to make the purchase described
in the response to Item 4 of this Amendment. In the event an action described in
the last paragraph of Item 4 occurs after the date hereof, the source and amount
of any funds used by AIG will depend on the nature and timing of the action.
Item 4. Purpose of Transaction.
The purpose of the acquisition of the Common Shares by AIG was for
investment.
On October 31, 2005, the Company entered into a letter agreement (the
"Letter Agreement") with AIG. Under the Letter Agreement, the Company agreed to
issue and sell directly to AIG an aggregate of 3,341,000 Common Shares
concurrently with a public offering of the Common Shares by the Company, and up
to an additional 334,000 Common Shares in the event that the underwriters
exercise their over-allotment option in the offering, in each case at the public
offering price. On November 4, 2005, AIG completed the purchase of 3,675,000
Common Shares at $26.25 per share, which included the Common Shares issuable
upon the exercise of the underwriters' over-allotment option. AIG's purchase of
the Common Shares was designed to maintain AIG's percentage ownership of the
Common Shares at approximately 24%.
In the Letter Agreement, the Company has also agreed to provide AIG
with certain demand registration rights covering the Common Shares owned by AIG
prior to November 4, 2005 and the Common Shares that AIG that acquired on
November 4, 2005
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pursuant to the Letter Agreement, in all cases for seven years following
termination of the lock-up period described below.
The lock-up period is documented in a separate letter agreement (the
"Lock-Up Letter"), dated as of October 25, 2005, by and among Citigroup Global
Markets Inc. and Morgan Stanley & Co. Incorporated (together, the "Managers")
and AIG. Pursuant to the Lock-Up Letter, among other things, AIG agreed that,
for a period ending 60 days after October 31, 2005, AIG will not, without the
prior written consent of the Managers: (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any Common Shares or any
securities convertible into or exercisable or exchangeable for Common Shares, or
(ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, the economic consequences of ownership of the Common Shares,
regardless of whether any such transaction described in (i) or (ii) above is to
be settled by delivery of Common Shares or other securities, in cash or
otherwise.
The demand registration rights set forth in the Letter Agreement are
being provided by the Company to AIG on the terms and subject to the conditions
specified with respect to demand registration rights held by AIG pursuant to the
previously in-effect Registration Rights Agreement, dated as of March 13, 1996
(the "Registration Rights Agreement"), by and between the Company and certain
rightholders set forth therein. Under the Registration Rights Agreement, AIG has
the right, on a specified number of occasions, to require the Company to
register Common Shares under the Securities Act. In the Letter Agreement, AIG
has agreed to pay all of the Company's out-of-pocket expenses (as well as bear
its own expenses) in connection with the performance by the Company of its
registration obligations under the Letter Agreement.
The foregoing summary of the Letter Agreement, the Lock-Up Letter and
the Registration Rights Agreement is qualified in its entirety by reference to
Exhibits B, C and D, respectively, which are incorporated herein by reference.
Except as disclosed herein, neither AIG, nor, to the best knowledge of
AIG, any of the Covered Persons, has any plans or proposals which relate to or
which would result in any of the actions specified in subparagraphs (a) through
(j) of Item 4 of Schedule 13D. However AIG intends to review its investment in
the Company on a continuing basis and may, as part of this ongoing evaluation of
its investment, formulate new plans or proposals which could relate to or which
could result in one or more of the actions referred to in paragraphs (a) through
(j) of Item 4 of Schedule 13D, including, without limitation, increasing or
decreasing of the size of AIG's investment in the Company.
Item 5. Interest in Securities of Issuer.
(a) and (b). The information required by these paragraphs is set forth
in Items 7 through 11 and 13 of the cover page of this Amendment.
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(c). Other than as described in this Amendment, AIG, to the best of
AIG's knowledge and except as set forth below, the Covered Persons, and, based
solely on the information described in the last paragraph of Item 2 above,
Messrs. Greenberg and Matthews, SICO and Starr and their respective directors
and executive officers, have not engaged in any transactions in the Common
Shares within the past 60 days.
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The response to Item 4 of this Amendment is incorporated by reference
herein in its entirety.
Item 7. Materials to be Filed as Exhibits.
(A) List of the Directors and Executive Officers of American
International Group, Inc., Starr International Company, Inc., and C.V. Starr &
Co., Inc., their business addresses and principal occupations.
(B) Letter Agreement, dated as of October 31, 2005, by and between
American International Group, Inc. and IPC Holdings, Ltd.
(C) Registration Rights Agreement, dated as of March 13, 1996, by and
between IPC Holdings, Ltd. and the Rightholders identified therein (including,
without limitation, American International Group, Inc.).
(D) Lock-Up Letter Agreement, dated as of October 25, 2005, by and
among American International Group, Inc. and Citigroup Global Markets Inc. and
Morgan Stanley & Co. Incorporated (acting severally on behalf of themselves and
the several underwriters of the Offering).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: December 19, 2005
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
--------------------------------------
Name: Kathleen E. Shannon
Title: Senior Vice President and Secretary
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EXHIBIT INDEX
Exhibit No. Description Location
- ----------- ----------------------------------------- ----------------------
A. List of the Directors and Executive Filed herewith.
Officers of American International Group,
Inc., Starr International Company, Inc.
and C.V. Starr & Co., Inc., their
business addresses and principal
occupations.
B. Letter Agreement, dated as of October 31, Incorporated by
2005, by and between American reference to Exhibit
International Group, Inc. and IPC 1.3 to the Current
Holdings, Ltd. Report on Form 8-K
(File No. D-27662)
dated as of November
3, 2005.
C. Registration Rights Agreement, dated as Incorporated by
of March 13, 1996, by and between IPC reference to Exhibit E
Holdings, Ltd. and Rightholders to the Schedule 13D/A
identified therein (including, without filed by American
limitation, American International Group, International Group,
Inc.). Inc. on April 9, 1996.
D. Lock-Up Letter Agreement, dated as of Filed herewith.
October 25, 2005, by and among American
International Group, Inc. and Citigroup
Global Markets Inc. and Morgan Stanley &
Co. Incorporated (acting severally on
behalf of themselves and the several
underwriters of the Offering).
-8-
.
.
.
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN INTERNATIONAL GROUP, INC.
M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell LLP Sullivan & Cromwell LLP, 125 Broad Street,
New York, New York 10004
Pei-yuan Chia Director Retired Vice Chairman, Citicorp and c/o 70 Pine Street, New York, New York 10270
Citibank, N.A.
Marshall A. Cohen Director Counsel, Cassels, Brock & Blackwell Cassels, Brock & Blackwell, 40 King Street
West, 20th Floor, Toronto, Ontario M5H 3C2
William S. Cohen Director Chairman and Chief Executive Officer, The The Cohen Group, 1200 19th St., N.W., Suite
Cohen Group 400, Washington, D.C. 20036
Martin S. Feldstein Director Professor of Economics, Harvard National Bureau of Economic Research, Inc.,
University; President and CEO, National 1050 Massachusetts Avenue, Cambridge,
Bureau of Economic Research Massachusetts 02138
Ellen V. Futter Director President, American Museum of Natural American Museum of Natural History, Central
History Park West at 79th Street, New York, New York
10024
Steven L. Hammerman Director Retired; Former Deputy Commissioner for c/o 70 Pine Street, New York, New York 10270
Legal Matters for the New York Police
Department and Vice Chairman, Merrill
Lynch & Co., Inc.
Carla A. Hills Director Chairman and CEO, Hills & Company Hills & Company, 901 15th Street, N.W.,
Washington, DC 20005
Richard C. Holbrooke Director Vice Chairman, Perseus LLC Perseus LLC, 1235 Avenue of the Americas,
New York, New York, 10019
Donald P. Kanak Director and Executive Vice Chairman & Chief Operating 70 Pine Street, New York, New York 10270
Executive Officer Officer
George L. Miles Director President and Chief Executive Officer, 4802 Fifth Avenue, Pittsburgh, Pennsylvania
WQED Multimedia 15213
Morris W. Offit Director Co-Chief Executive Officer, Offit Hall 65 East 55th Street, New York, New York 10022
Capital Management LLC
Martin J. Sullivan Director and President and Chief Executive Officer 70 Pine Street, New York, New York 10270
Executive Officer
Michael H. Sutton Director Consultant; Former Chief Accountant of the c/o 70 Pine Street, New York, New York 10270
United States Securities and Exchange
Commission
Edmund S.W. Tse Director and Senior Vice Chairman - Life Insurance American International Assurance Co., Ltd., 1
Executive Officer Stubbs Road, Hong Kong
Frank G. Zarb Director Chairman, Frank Zarb Associates, LLC; 375 Park Avenue, New York, New York 10152
Senior Advisor, Hellman & Friedman LLC
Thomas R. Tizzio Executive Officer Senior Vice Chairman - General Insurance 70 Pine Street, New York, New York 10270
Dr. Jacob A. Frenkel Executive Officer Vice Chairman - Global Economic Strategies 70 Pine Street, New York, New York 10270
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Frank G. Wisner Executive Officer Vice Chairman - External Affairs 70 Pine Street, New York, New York 10270
Steven J. Bensinger Executive Officer Executive Vice President & Chief Financial 70 Pine Street, New York, New York 10270
Officer
Rodney O. Martin, Jr. Executive Officer Executive Vice President - Life Insurance 2929 Allen Parkway, Houston, Texas 77019
Kristian P. Moor Executive Officer Executive Vice President - Domestic 70 Pine Street, New York, New York 10270
General Insurance
Win J. Neuger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York 10270
Investment Officer
R. Kendall Nottingham Executive Officer Executive Vice President - Life Insurance 70 Pine Street, New York, New York 10270
Robert B. Sandler Executive Officer Executive Vice President, Domestic 70 Pine Street, New York, New York 10270
Personal Lines
Nicholas C. Walsh Executive Officer Executive Vice President - Foreign General 70 Pine Street, New York, New York 10270
Insurance
Jay S. Wintrob Executive Officer Executive Vice President - Retirement AIG Retirement Services, Inc., 1999 Avenue
Services of the Stars, Los Angeles, California 90067
William N. Dooley Executive Director Senior Vice President - Financial Services 70 Pine Street, New York, New York 10270
Axel I. Freudmann Executive Officer Senior Vice President - Human Resources 70 Pine Street, New York, New York 10270
David L. Herzog Executive Officer Senior Vice President & Comptroller 70 Pine Street, New York, New York 10270
-3-
Robert E. Lewis Executive Officer Senior Vice President & Chief Risk Officer 70 Pine Street, New York, New York 10270
Ernest T. Patrikis Executive Officer Senior Vice President & General Counsel 70 Pine Street, New York, New York 10270
Michael E. Roemer Executive Officer Senior Vice President & Director of 70 Pine Street, New York, New York 10270
Internal Audit
Brian T. Schreiber Executive Officer Senior Vice President - Strategic Planning 70 Pine Street, New York, New York 10270
Richard W. Scott Executive Officer Senior Vice President - Investments 70 Pine Street, New York, New York 10270
Kathleen E. Shannon Executive Officer Senior Vice President and Secretary 70 Pine Street, New York, New York 10270
Keith Duckett Executive Officer Vice President - Administration 70 Pine Street, New York, New York 10270
Robert A. Gender Executive Officer Vice President & Treasurer 70 Pine Street, New York, New York 10270
Charlene M. Hamrah Executive Officer Vice President & Director of Investor 70 Pine Street, New York, New York 10270
Relations
Peter K. Lathrop Executive Officer Vice President & Director of Taxes 70 Pine Street, New York, New York 10270
Eric N. Litzky Executive Officer Vice President - Corporate Governance 70 Pine Street, New York, New York 10270
Steven A. Rautenberg Executive Officer Vice President - Communications 70 Pine Street, New York, New York 10270
Christopher D. Winans Executive Officer Vice President - Media Relations 70 Pine Street, New York, New York 10270
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DIRECTORS AND EXECUTIVE OFFICERS OF STARR INTERNATIONAL COMPANY, INC.
Maurice R. Greenberg Chairman of the Chairman of the Board and director, 399 Park Avenue, 17th Floor, New York,
Board and Starr International Company, New York 10022
Director Inc. and C.V. Starr & Co., Inc.; Chief
Executive Officer, C.V. Starr & Co., Inc.;
trustee of C.V. Starr & Co., Inc. Trust;
member, director and Chairman of the
Board, The Starr Foundation.
Edward E. Matthews Managing Director Managing Director, Starr International 399 Park Avenue, 17th Floor, New York,
Company, Inc.; director and President, New York 10022
C.V. Starr & Co., Inc.; trustee,
C.V. Starr & Co., Inc. Trust; member
and director, The Starr Foundation.
L. Michael Murphy President and President and director, Starr Mercury House, 101 Front Street,
Director International Company, Inc. Hamilton HM12, Bermuda
Houghton Freeman Director President, Freeman Foundation 499 Taber Hill Road, Stowe, VT 05672
Howard I. Smith Director Vice Chairman-Finance and Secretary, 399 Park Avenue, 17th Floor, New York,
C.V. Starr & Co., Inc. NY 10022
John J. Roberts Director Senior Advisor, American International Concordia Farms
Group, Inc. P.O. Box 703, Easton, MD 21601
Ernest Stempel Director Senior Advisor and Honorary Director, 70 Pine Street, New York,
American International Group, Inc. NY 10270
Cesar Zalamea Director President and Chief Executive Officer, Suite 1405-7, Two Exchange Square,
Starr International Company (Asia), 8 Connaught Place, Central, Hong Kong
Limited
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DIRECTORS AND EXECUTIVE OFFICERS OF C.V. STARR & CO., INC.
Maurice R. Greenberg Chairman of the (See above) (See above)
Board, director and
Chief Executive
Officer
Howard I. Smith Vice Chairman-Finance (See above) (See above)
and Secretary
Edward E. Matthews President and Director (See above) (See above)
J. Christopher Flowers Director Chairman of the Board of Directors, 717 Fifth Avenue, 26th Floor,
J.C. Flowers and Co. LLC New York, NY 10022
Houghton Freeman Director (See above) (See above)
Thomas Kempner Director Chairman and Chief Executive 61 Broadway, Room 2450,
Officer of Loeb Partners Corporation New York, NY 10006
John J. Roberts Director (See above) (See above)
Cesar Zalamea Director (See above) (See above)
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EXHIBIT D
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET, NEW YORK, NY 10270
TELEPHONE: (212) 770-7000
October 25, 2005
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York, 10013
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs and Mesdames:
The undersigned understands that the Managers propose to enter into an
Underwriting Agreement (the "UNDERWRITING AGREEMENT") with IPC Holdings, Ltd., a
Bermuda company (the "COMPANY") providing for the public offering (the "PUBLIC
OFFERING") by the several Underwriters (the "UNDERWRITERS"), of 12,000,000
shares (the "SHARES") of the Common Shares, $.01 par value per share, of the
Company (the "COMMON STOCK").
To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of the
Managers on behalf of the Underwriters, neither it nor any of its subsidiaries
will, during the period commencing on the date hereof and ending 60 days after
the date of the final prospectus relating to the Public Offering (the
"PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock or (2) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of Common Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise. The foregoing sentence
shall not apply to sales to the extent necessary, in the judgment of the
undersigned, to prevent the undersigned from becoming a "United States 25%
Shareholder" (as defined in the Prospectus). In addition, the undersigned agrees
that, without the prior written consent of the Managers on behalf of the
Underwriters, it will not, during the period commencing on the date hereof and
ending 60 days after the date
of the Prospectus, make any demand for or exercise any right with respect to,
the registration of any shares of Common Stock or any security convertible into
or exercisable or exchangeable for Common Stock. The undersigned also agrees and
consents to the entry of stop transfer instructions with the Company's transfer
agent and registrar against the transfer of the undersigned's shares of Common
Stock except in compliance with the foregoing restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Public Offering. The undersigned further understands that this Lock-Up Agreement
is irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
Very truly yours,
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Brian T. Schreiber
------------------------------------
Name: Brian T. Schreiber
Title: Senior Vice President
