0001193125-10-032433 Sample Contracts

MAX CAPITAL GROUP LTD. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 16th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

This Restricted Stock Unit 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 restricted Common Share units (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 2008 Stock Incentive Plan, as amended, (the “Plan”). The Company and the Grantee agree as follows:

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Contract
Investment Management Agreement • February 16th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”), dated as of October 31, 2008, between DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a registered investment adviser organized under the laws of the State of Delaware (the “Manager”) and the client set forth on the signature page hereto (the “Client”).

MAX CAPITAL GROUP LTD. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 16th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

This Restricted Stock Award Agreement (the “Agreement”) is made, 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. [INCENTIVE] [NON-QUALIFIED] STOCK OPTION AGREEMENT
Stock Incentive Plan • February 16th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

WHEREAS, pursuant to the Max Capital Group Ltd. 2008 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 shares, $1.00 par value per share (“Common Shares”), so that he/she may have a direct proprietary interest in the Company’s success.

Portfolio Management Agreement
Portfolio Management Agreement • February 16th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

This ASSET MANAGEMENT AGREEMENT (the “Agreement”), dated June 24, 2003 by and between Max Re Ltd., a company domiciled in Bermuda, (the “Company”) and Conning Asset Management Company, a Missouri Corporation (“Conning”).

INSURANCE MANAGEMENT AGREEMENT among MAX RE MANAGERS LTD. MAX RE CAPITAL LTD. BAYERISCHE HYPO- UND VEREINSBANK AG and GRAND CENTRAL RE LIMITED Dated as of May 10, 2001
Insurance Management Agreement • February 16th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance

INSURANCE MANAGEMENT AGREEMENT, dated as of May 10, 2001 between MAX RE MANAGERS LTD., a company incorporated under the laws of Bermuda (the “Manager”), MAX RE CAPITAL LTD., a company incorporated under the laws of Bermuda (“Max Re Parent”), BAYERISCHE HYPO- UND VEREINSBANK AG, a company incorporated under the laws of Germany (“HVB”) and GRAND CENTRAL RE LIMITED, a company incorporated under the laws of Bermuda (the “Company”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 16th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

THIS AGREEMENT, is made by and between the party whose name appears on the signature page hereto (the “Client”) and Lazard Asset Management LLC (the “Manager”).

INVESTMENT MANAGEMENT AGREEMENT – FIXED INCOME
Investment Management Agreement • February 16th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

THIS AGREEMENT, dated as of the 26 day of June, 2003, by and between Asset Allocation & Management Company, L.L.C, an Delaware limited liability company having its principal place of business at Thirty North LaSalle Street, 35th Floor, Chicago, Illinois, 60602 (herein “AAM”), and Max Re Ltd., having its principal place of business at Max Re House, 2 Front Street, Hamilton, HM 11 Bermuda (herein “Client”).

Investment Management Agreement
Investment Management Agreement • February 16th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance • Massachusetts
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