0001193125-08-033589 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 19th, 2008 • Max Capital Group Ltd. • Fire, marine & casualty insurance • Virginia

AGREEMENT, dated as of December 8, 2006 by and between Max USA Holdings Ltd. (the “Company”), Stephen Vaccaro (“Executive”) and, as to certain limited provisions hereof, Max Re Capital Ltd. (the “Parent”).

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AMENDMENT TO CONFIRMATION BETWEEN CANADIAN IMPERIAL BANK OF COMMERCE AND MAX RE LTD. Effective as of February 28,2007
Confirmation • February 19th, 2008 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York
INCENTIVE] [NON-QUALIFIED] STOCK OPTION AGREEMENT UNDER THE MAX CAPITAL GROUP LTD.
Stock Option Agreement • February 19th, 2008 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

WHEREAS, pursuant to the Max Capital Group 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.

MAX CAPITAL GROUP LTD. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 19th, 2008 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

This Restricted Stock Unit Agreement (the “Agreement”) is effective as of the _____ day of _________, 2___ (the “Grant Date”) by and between Max Capital Group Ltd. (the “Company”), and _______________ (the “Grantee”).

MAX CAPITAL GROUP LTD. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 19th, 2008 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

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

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