Hiscox Limited

Proxy Solicitation & Information Statement • Mar 14, 2011

FORM OF DIRECTION HISCOX LTD - THE ISSUER COMPANY

Form of Direction for completion by holders of Depositary Interests representing shares on a 1 for 1 basis in the Issuer Company in respect of the Annual General Meeting to be held at Elbow Beach Hotel, 60 South Shore Road, Paget PG04, Bermuda and via video link at 1 Great St Helen's, London EC3A 6HX on 8 June 2011 at 10.00am (2.00pm BST).

FORM OF DIRECTION HISCOX LTD - THE ISSUER COMPANY PLEASE COMPLETE IN BLOCK CAPITALS

I/We of being a holder of Depositary Interests representing shares in the Issuer Company hereby appoint Capita IRG Trustees Limited as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Issuer Company to be held on the above date (and at any adjournment thereof) as directed by an 'X' in the spaces below.

	RESOLUTIONS	Please mark 'X' to indicate how you wish to vote	For	Against	withheld Vote
1.	To receive the Annual Report and Accounts for the year ended 31 December 2010
2.	To approve the 2010 remuneration report
3.	To declare a final dividend of 11.5 pence per Ordinary Share
4.	To authorise the Directors to offer new Ordinary Shares instead of a cash dividend
5.	To authorise the Directors to capitalise nominal amounts of new Ordinary Shares
6.	To re-appoint Robert Hiscox as a Director
7.	To re-appoint Bronislaw Masojada as a Director
8.	To re-appoint Robert Childs as a Director
9.	To re-appoint Stuart Bridges as a Director
	10. To appoint Richard Gillingwater as a Director
	11. To re-appoint Daniel Healy as a Director
	12. To re-appoint Ernst Jansen as a Director
	13. To re-appoint Dr James King as a Director
	14. To appoint Robert McMillan as a Director
	15. To re-appoint Andrea Rosen as a Director
	16. To re-appoint Gunnar Stokholm as a Director
	17. To re-appoint KPMG as auditors
	18. To authorise the Directors to set the auditors remuneration
	19. To authorise the Directors to grants options and awards over Ordinary Shares under the French schedules
	20. To dis-apply pre-emption rights
	21. To renew the authority given to Directors to allot equity securities for cash
	22. To authorise the Company to purchase its own shares

Signature Date In the case of a corporation this Form of Direction should be given

under its Common Seal or under the hand of an officer or attorney duly authorised in writing.

Notes

• 1. To be effective, this Form of Direction and the power of attorney or other authority (if any) under which it is signed, or a notarially or otherwise certified copy of such power or authority, must be deposited at Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom not later than 72 hours before the time appointed for holding the meeting. Alternatively depositary interest holders can lodge their voting instructions via the CREST Electronic Proxy Appointment Service.
• 1. Any alterations made to this Form of Direction should be initialled.
• 1. Please indicate how you wish your votes to be cast by placing 'X' in the box provided. On receipt of this form duly signed, you will be deemed to have authorised Capita IRG Trustees Limited to vote, or to abstain from voting, as they think fit.
• 1. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the Register of Depositary Interests in respect of the joint holding.

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