0001193125-07-034109 Sample Contracts

INCENTIVE] [NON-QUALIFIED] STOCK OPTION AGREEMENT UNDER THE MAX RE CAPITAL LTD.
Non-Qualified • February 16th, 2007 • Max Re Capital LTD • Fire, marine & casualty insurance • New York

WHEREAS, pursuant to the Max Re Capital Ltd. 2000 Stock Incentive Plan, as amended (the “Plan”), the Company desires to afford the Optionee the opportunity to acquire, or enlarge, his/her ownership of the Company’s common stock, $1.00 par value per share (“Common Stock”), so that he/she may have a direct proprietary interest in the Company’s success.

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MAX RE CAPITAL LTD. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 16th, 2007 • Max Re Capital LTD • Fire, marine & casualty insurance • New York

This Restricted Stock Award Agreement (the “Agreement”), made as of the day of , 2 (the “Grant Date”) by and between Max Re Capital Ltd., (the “Company”), and (the “Grantee”), evidences the grant by the Company of a stock award of restricted Common Stock (the “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Company’s 2000 Stock Incentive Plan, as amended, (the “Plan”), a copy of which is attached hereto as Exhibit A. The Company and the Grantee agree as follows:

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