SiriusPoint (SPNT) 10-Q 2018 Q1 Quarterly report

Third Point Reinsurance Ltd. Director Compensation Policy

The Compensation Committee of the Board of Directors (the “Board”) of Third Point Reinsurance Ltd. (the “Company”) has adopted the following compensation policy as of November 6, 2013, as amended and restated on May 5, 2015, May 3, 2017 and May 9, 2018, for independent directors of the Company and its subsidiaries. The compensation policy has been developed to compensate certain independent directors of the Company for their time, commitment and contributions to the Board and to the boards of director of any subsidiaries of the Company on which they serve. This policy shall apply to directors of the Company who are not employees of the Company or any of its subsidiaries and who are not affiliated with KEP TP Holdings, L.P., KIA TP Holdings, L.P., Pine Brook LVR, L.P., Daniel S. Loeb, or any of their respectiveaffiliates (each, an “Independent Director”).

1. Director Compensation.

(a)    Cash Compensation. Independent Directors shall be paid a cash retainer of $100,000 per year (or $117,500, in the case of the chairman of the Audit Committee of the Board, or $125,000, in the case of the Lead Independent Director of the Board), payable quarterly in arrears on or about March 31^st, June 30^th, September 30^th and December 31^st, for each calendar year of service on the Board. Cash retainers for partial years of service shall be pro-rated to reflect the number of days served by an Independent Director during any such year. The first payment made pursuant to this section shall be paid on or around December 31, 2013. Board members will also be entitled to receive reimbursement for reasonable expenses that are incurred in connection with their functions as a director of the Company.

(b)    Equity Based Compensation. Each Independent Director shall receive an annual grant of $100,000 (or $117,500, in the case of the chairman of the Audit Committee of the Board, or $125,000, in the case of the Lead Independent Director of the Board) worth of restricted shares of the Company, calculated based on the fair market value of a common share of the Company, par value US$0.10 per share, on the date on which such restricted shares are granted (the “Grant Date”). Each annual restricted share grant shall typically be made on or around the date of the annual meeting of shareholders, except that the first annual grant (the “Initial Grant”) will be made on or about the date this policy is adopted by the Board. Restricted share grants for partial years of service (other than the Initial Grant) shall be pro-rated to reflect the number of days served by an Independent Director during any such year and shall typically be made on or around the date on which the Independent Director begins his or her service on the Board. Such restricted shares will be granted under and subject to the terms and conditions of the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan (the “Plan”) and the applicable award agreement entered into between the Company and the Independent Director, including, without limitation, the vesting and forfeiture provisions contained therein. Generally, such restricted shares shall vest on April 30 of the calendar year following the year in which the grant is made (, subject to the Independent Director’s continued service on the Board through such vesting date.

2. This policy may be amended, revised or terminated by the Board at any time and from time to time.

Adopted November 6, 2013, and amended and restated on May 5, 2015, May 3, 2017 and May 9, 2018.