0001193125-08-103889 Sample Contracts

MAX CAPITAL GROUP LTD. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 6th, 2008 • 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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MAX CAPITAL GROUP LTD. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 6th, 2008 • 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. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 6th, 2008 • 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 • May 6th, 2008 • 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.

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