0001193125-07-105270 Sample Contracts

MAX CAPITAL GROUP LTD. EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
Model Agreement • May 8th, 2007 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

This Restricted Stock Award Agreement (the “Agreement”), effective as of the day of , 2 (the “Grant Date”) by and between Max Capital Group 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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MAX CAPITAL GROUP LTD. DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Model Agreement • May 8th, 2007 • Max Capital Group 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 Capital Group 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:

MAX CAPITAL GROUP LTD. EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
Model Agreement • May 8th, 2007 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

This Restricted Stock Award Agreement (the “Agreement”), effective as of the day of , 2 (the “Grant Date”) by and between Max Capital Group 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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