INDEX TO EXHIBITS

Exhibit No.				Description
10.1				Option Agreement pursuant to which option grants are made under the Plan to James N. Stanard.
10.2				Form of Option Agreement pursuant to which option grants are made under the Plan to executive officers (excluding grants to Mr. Stanard).
10.3				RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan.

                               OPTION GRANT NOTICE

     RenaissanceRe Holdings Ltd. (the "Company"), pursuant to its 2004 Stock
Option Incentive Plan (the "Plan"), hereby grants to Holder options (the
"Options") to purchase the number of shares of the Company's Stock set forth
below. The Options are subject to all of the terms and conditions as set forth
herein, as well as the terms and conditions of the Plan, all of which are
incorporated herein in their entirety. Capitalized terms not otherwise defined
herein shall have the same meaning as set forth in the Plan. In the event of a
conflict or inconsistency between the terms and provisions of the Plan and the
provisions of this Grant Notice, the Plan shall govern and control.

HOLDER:                         James N. Stanard

DATE OF GRANT:                  August 31, 2004

NUMBER OF SHARES OF STOCK
UNDERLYING THE OPTIONS:         2,500,000

EXERCISE PRICE PER SHARE:       $74.24 as to one-half (1/2) of the Options
                                (representing 150% of the Fair Market Value on
                                the Date of Grant); and

                                $98.98 as to the remaining one-half (1/2) of the
                                Options (representing 200% of the Fair Market
                                Value on the Date of Grant)

EXPIRATION DATE:                10 Years From the Date of Grant

VESTING SCHEDULE:               Subject to Holder's continued employment with
                                the Company, the Options shall vest and become
                                exercisable on the fifth (5th) anniversary of
                                the Date of Grant, subject to acceleration of
                                vesting (a) upon a Change in Control, as
                                provided in Section 9 of the Plan, (b) upon
                                Holder's termination of employment (i) by the
                                Company without Cause (as defined in Holder's
                                Sixth Amended and Restated Employment Agreement,
                                dated May 19, 2004 (the "Employment Agreement"),
                                (ii) by Holder with Good Reason (as defined in
                                the Employment Agreement), or (iii) by reason of
                                his death or Disability (as described in Section
                                5.03 of the Employment Agreement), in each case
                                in accordance with Section 3.01(b) of the
                                Employment Agreement, or (c) otherwise at the
                                discretion of the Committee, as provided in
                                Section 7(c) of the Plan.

TERMINATION OF EMPLOYMENT:      In the event of termination of Holder's
                                employment by reason of his resignation upon the
                                expiration of Employment Agreement on June 30,
                                2007, Holder shall continue to be treated as
                                employed by the Company for purposes of vesting
                                in the Options for so long as Holder has



                                not engaged in any Competitive Activities (as
                                defined in the Employment Agreement), provided
                                that, if following such resignation and while
                                such Options are unvested and outstanding (A)
                                Holder dies, all such Options shall vest
                                immediately, or (B) Holder voluntarily resigns
                                from the position of Chairman of the Board prior
                                to June 30, 2008, the Committee may cause Holder
                                to forfeit that number of Options which it deems
                                appropriate under the circumstances, taking into
                                account Holder's obligation not to engage in
                                Competitive Activities. In addition, following
                                such resignation, or following his resignation
                                one year after a Change in Control (if earlier
                                than June 30, 2007), or following any
                                termination of Holder's employment by the
                                Company without Cause, or by Executive for Good
                                Reason, or by reason of Executive's death or
                                disability, the Options shall remain outstanding
                                and exercisable (to the extent vested) until the
                                Expiration Date but, subject to the following
                                paragraph, shall immediately expire and
                                terminate if Holder engages in any Competitive
                                Activities in violation of Section 4.04 of the
                                Employment Agreement.

                                The Options shall not expire and terminate by
                                reason of Holder engaging in Competitive
                                Activities unless the procedures set forth in
                                Section 5.05(a)(ii) of the Employment Agreement
                                are complied with.

ADDITIONAL TERMS:

                                o  Options shall be exercisable in whole shares
                                   of Stock only.

                                o  Each share of Stock purchased through the
                                   exercise of Options shall be paid for in full
                                   at the time of the exercise. Upon any
                                   exercise of vested Options, unless otherwise
                                   determined by the Committee, Holder shall be
                                   required to use the "net exercise" procedure
                                   described in Section 7(b) of the Plan, and
                                   payment of taxes required to be withheld
                                   shall be paid by having shares of Stock
                                   withheld by the Company in accordance with
                                   Section 8(d) of the Plan; provided, however,
                                   that Holder may use other permissible methods
                                   under the Plan to pay for the exercise price
                                   and/or withholding tax if such "net exercise"
                                   and/or share withholding methods would
                                   materially disadvantage Holder's personal tax
                                   position and Holder takes reasonable steps to
                                   cooperate with the Company to ensure that the
                                   Company will not be treated as a "controlled
                                   foreign corporation" for U.S. tax purposes.


                                       2



                                o  This Grant Notice does not confer upon the
                                   Holder any right to continue as an employee.

                                o  This Grant Notice shall be construed and
                                   interpreted in accordance with the laws of
                                   the Bermuda, without regard to the principles
                                   of conflicts of law thereof.



                  [Signatures to appear on the following page.]











                                       3





THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE AND THE PLAN,
AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES TO BE
BOUND BY THE TERMS THIS GRANT NOTICE AND THE PLAN.

RENAISSANCERE HOLDINGS LTD.                  HOLDER

By: /s/ Stephen H. Weinstein                 /s/ James N. Stanard
   ----------------------------------        -----------------------------------
                Signature                                  Signature

Title: Vice President, General
       Counsel & Secretary                   Date: August 31, 2004
       ------------------------------              -----------------------------

Date:  August 31, 2004
       ------------------------------











                                       4

                             OPTION GRANT NOTICE(1)

     RenaissanceRe Holdings Ltd. (the "Company"), pursuant to its 2004 Stock
Option Incentive Plan (the "Plan"), hereby grants to Holder options (the
"Options") to purchase the number of shares of the Company's Stock set forth
below. The Options are subject to all of the terms and conditions as set forth
herein, as well as the terms and conditions of the Plan, all of which are
incorporated herein in their entirety. Capitalized terms not otherwise defined
herein shall have the same meaning as set forth in the Plan. In the event of a
conflict or inconsistency between the terms and provisions of the Plan and the
provisions of this Grant Notice, the Plan shall govern and control.

HOLDER:                         ___________________________

DATE OF GRANT:                  ___________________________

NUMBER OF SHARES OF STOCK
UNDERLYING THE OPTIONS:         ___________________________

EXERCISE PRICE PER SHARE:       $(2)________________________

EXPIRATION DATE:                10 Years From the Date of Grant

VESTING SCHEDULE:               Subject to Holder's continued employment with
                                the Company or its Affiliates, as applicable,
                                the Options shall vest and become exercisable on
                                the fifth (5th) anniversary of the Date of
                                Grant, subject to acceleration of vesting upon a
                                Change in Control, as provided in Section 9 of
                                the Plan, or otherwise at the discretion of the
                                Committee, as provided in Section 7(c) of the
                                Plan.

                                Notwithstanding the foregoing, prior to the
                                vesting of the Options (as set forth above),
                                some or all of such Options shall remain subject
                                to immediate forfeiture if, in the sole
                                discretion of the Committee, the Holder's
                                contributions to the Company have diminished
                                relative to expectations of such contributions
                                by the Committee on the Date of Grant, and the
                                Committee may require immediate forfeiture of
                                some or all of such Options as it determines
                                appropriate, in its sole discretion. Any
                                forfeiture of Options required by the Committee
                                shall be documented by the Committee and
                                supported by the facts and circumstances that
                                lead to the forfeiture of such Options.


- --------

1    For executives other than James N. Stanard.

2    At least 150% of the FMV on the Date of Grant.



TERMINATION OF EMPLOYMENT:      If the Holder's employment with the Company or
                                an Affiliate, as applicable, is terminated for
                                any reason other than the Holder's death or
                                Disability or if such Participant shall die or
                                suffer a Disability within 30 days of the
                                Participant's involuntary termination of
                                employment other than for Cause (i) all Options
                                which have not vested as of the date of such
                                termination shall be immediately forfeited, and
                                (ii) the Holder shall have a period of up to 90
                                days within which to exercise any Options which
                                were vested as of the date of termination, and
                                shall lapse and be cancelled to the extent not
                                so exercised during such period.

                                If the Holder's employment with the Company or
                                an Affiliate, as applicable, is terminated by
                                reason of the Holder's death or Disability, (i)
                                all Options which have not vested as of the date
                                of such termination shall become immediately
                                vested, and (ii) the Holder (or the Holder's
                                estate) shall have up to one year after such
                                termination to exercise such Options.

                                Whether employment has been or could have been
                                terminated for the purposes of this Grant
                                Notice, and the reasons therefor, shall be
                                determined by the Committee, whose determination
                                shall be final, binding and conclusive.

ADDITIONAL TERMS:

                                o  Options shall be exercisable in whole shares
                                   of Stock only.

                                o  Each share of Stock purchased through the
                                   exercise of Options shall be paid for in full
                                   at the time of the exercise in immediately
                                   available funds in United States dollars, by
                                   certified or bank cashier's check, or, in the
                                   discretion of the Committee, or its designee,
                                   pursuant to any other method of payment of
                                   exercise price pursuant to Section 7(b) of
                                   the Plan, including, without limitation, by
                                   delivery of a notice of "net exercise" to the
                                   Company.

                                o  Upon exercise of Options, the Holder will be
                                   required to satisfy applicable withholding
                                   tax obligations as provided in the Plan.

                                o  This Grant Notice does not confer upon the
                                   Holder any right to continue as an employee.






                                       2



                                o  This Grant Notice shall be construed and
                                   interpreted in accordance with the laws of
                                   the Bermuda, without regard to the principles
                                   of conflicts of law thereof.

                  [Signatures to appear on the following page.]

















                                       3




THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE AND THE PLAN,
AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES TO BE
BOUND BY THE TERMS THIS GRANT NOTICE AND THE PLAN.


RENAISSANCERE HOLDINGS LTD.                   HOLDER

By:
   ----------------------------------         ----------------------------------

             Signature                                    Signature


Title:                                        Date:
       ------------------------------               ----------------------------

Date:
       ------------------------------


















                                       4

                           RENAISSANCERE HOLDINGS LTD.
                        2004 STOCK OPTION INCENTIVE PLAN

1.   PURPOSE

     The purpose of the Plan is to provide a means through which the Company and
its Subsidiaries can retain key employees by providing meaningful incentive
compensation that is payable only in the event of acceptable long-term
investment performance for the Company's stockholders by virtue of growth in the
Fair Market Value of the Stock.

2.   DEFINITIONS

     The following definitions shall be applicable throughout the Plan.

     (a) "Affiliate" of any individual or entity means an individual or entity
that is directly or indirectly through one or more intermediaries controlled by
or under common control with the individual or entity specified.

     (b) "Base Annual Dividend Amount" means, for fiscal year 2004, an amount
equal to $0.76, and for any subsequent fiscal year, an amount equal to the Base
Annual Dividend Amount for 2004 increased at a compounded annual growth rate of
10% from 2004 through and including such fiscal year, subject to adjustment as
provided in Section 9.

     (c) "Board" means the Board of Directors of the Company.

     (d) "Cause" shall mean the definition of such term in a Participant's
employment agreement, or in the absence of such an agreement, (1) a
Participant's failure to substantially perform the Participant's duties as an
employee of the Company or a Subsidiary, (2) the engaging by the Participant in
misconduct which is injurious to the Company or a Subsidiary, monetarily or
otherwise, (3) the commission by the Participant of an act of fraud or
embezzlement against the Company or a Subsidiary, or (4) the conviction of the
Participant of a felony.

     (e) "Change in Control" means:

          (i)    the acquisition by any individual, entity or group (within the
                 meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
                 "Person") of beneficial ownership (within the meaning of Rule
                 13d-3 promulgated under the Exchange Act) of securities
                 representing more than 50% of the value and voting power of all
                 of the Company's outstanding equity securities (the
                 "Outstanding Equity Securities"); provided, however, that the
                 following acquisitions shall not constitute a Change in
                 Control: (A) any acquisition by the Company, or (B) any
                 acquisition by a corporation pursuant to a merger,
                 consolidation or other similar transaction (a "Corporate
                 Event") if, as a result of such Corporate Event, (1)
                 substantially all of the individuals and entities who were the
                 beneficial owners, respectively, of the Outstanding Equity
                 Securities immediately prior to such Corporate Event
                 beneficially own, directly or indirectly,



                 securities representing more than 50% of the value and voting
                 power of the then outstanding equity securities of the
                 corporation resulting from such Corporate Event (including a
                 corporation which, as a result of such transaction, owns the
                 Company or all or substantially all of the Company's assets
                 either directly or through one or more subsidiaries) in
                 substantially the same proportions as their ownership,
                 immediately prior to such Corporate Event, of the Outstanding
                 Equity Securities, and (2) no Person other than any corporation
                 resulting from such Corporate Event, beneficially owns,
                 directly or indirectly, securities representing more than 50%
                 of the value and voting power of the then outstanding equity
                 securities of the corporation resulting from such Corporate
                 Event;

          (ii)   the date upon which individuals who as of the date hereof
                 constitute a majority of the Board (the "Incumbent Board")
                 cease to constitute at least a majority of the Board, provided
                 that any individual becoming a director subsequent to the date
                 hereof, whose election, or nomination for election by the
                 Company's shareholders, was approved by a vote of at least a
                 majority of the directors then comprising of the Incumbent
                 Board, shall be considered as though such individual was a
                 member of the Incumbent Board;

          (iii)  the sale or disposition of all or substantially all of the
                 assets of the Company; or

          (iv)   a dissolution or liquidation of the Company.

     (f) "Code" means the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations under such section.

     (g) "Committee" means the Compensation/Governance Committee of the Board or
such other committee of at least two people as the Board may appoint to
administer the Plan, as determined by the Board, provided that in any case each
member of such committee shall be "independent" for purposes of NYSE listing
standards.

     (h) "Company" means RenaissanceRe Holdings Ltd., a Bermuda company.

     (i) "Date of Grant" means the date on which the granting of an Option is
authorized or such other date as may be specified in such authorization.

     (j) "Disability" means, with respect to any particular Participant, the
definition of such term in a Participant's employment agreement, without regard
to whether the term of such employment agreement has expired, or in the absence
of such agreement, the complete and permanent inability by reason of illness or
accident to perform the duties of the occupation at which a Participant was
employed when such disability commenced, as determined by the Board based upon
medical evidence acceptable to it.

                                        2


     (k) "Eligible Person" means any officer or any other person regularly
employed by the Company or a Subsidiary.

     (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (m) "Extraordinary Dividend" means a dividend declared on the Stock in
excess of Base Annual Dividend Amount for the fiscal year in which such dividend
is declared.

     (n) "Fair Market Value" means as of any date when the stock is quoted on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") National Market System ("NMS") or listed on one or more national
securities exchanges, the average closing trading price reported on NASDAQ-NMS
or the principal national securities exchange on which such Stock is listed and
traded for the five-day period preceding such date. If the Stock is not quoted
on NASDAQ-NMS or listed on such an exchange, or representative quotes are not
otherwise available, the Fair Market Value shall mean the amount determined by
the Board to be the fair market value of the Stock based upon a good faith
attempt to value the Stock accurately.

     (o) "Grant Date Market Value" means, with respect to any Option granted
under the Plan, the Fair Market Value of a share of Stock on the Date of Grant
for such Option, subject to adjustment as provided in Section 9.

     (p) "Non-Employee Director" means a person who is a "non-employee director"
within the meaning of Rule 16b-3 under the Exchange Act, or any successor rule
or regulation.

     (q) "Option" means an Option granted under Section 7 of the Plan. Options
granted under the Plan are not intended to qualify as "incentive stock options"
within the meaning of Section 422 of the Code.

     (r) "Option Period" means the period described in Section 7(c).

     (s) "Option Price" means the exercise price set for an Option described in
Section 7(a).

     (t) "Participant" means an Eligible Person who has been selected by the
Committee to participate in the Plan and to receive an Option.

     (u) "Plan" means this 2004 Stock Option Incentive Plan.

     (v) "Securities Act" means the Securities Act of 1933, as amended.

     (w) "Stock" means the full voting common shares, par value $1.00 per share,
of the Company.

     (x) "Stock Option Agreement" means the agreement between the Company and a
Participant who has been granted an Option pursuant to Section 7 which defines
the rights and obligations of the parties as required in Section 7(d).

     (y) "Subsidiary" means any subsidiary of the Company as defined in Section
424(f)

                                        3


of the Code.

3.   EFFECTIVE DATE, DURATION AND SHAREHOLDER APPROVAL

     The Plan is effective as of May 20, 2004, the date on which the Plan was
adopted by the Board subject to its approval by the Company's shareholders.

     The expiration date of the Plan, after which no Options may be granted
hereunder, shall be May 20, 2014; provided, however, that the administration of
the Plan shall continue in effect until all matters relating to the payment of
Options previously granted have been settled.

4.   ADMINISTRATION

     The Committee shall administer the Plan. Unless otherwise determined by the
Board, each member of the Committee shall, at the time such member takes any
action with respect to an Option granted to a Participant who is an "insider"
for purposes of Section 16 of the Exchange Act, be a Non-Employee Director. A
quorum shall consist of at least one member of the Committee. The acts of a
majority of the members present at any meeting at which a quorum is present or
acts approved in writing by a majority of the Committee shall be deemed the acts
of the Committee.

     Subject to the provisions of the Plan, the Committee shall have exclusive
power to:

     (a) Select the Eligible Persons to participate in the Plan;

     (b) Determine the nature and extent of the Options to be made to each
Eligible Person;

     (c) Determine the time or times when Options will be made to Eligible
Persons;

     (d) Determine the duration of each Option Period;

     (e) Determine the conditions to which the payment of Options may be
subject;

     (f) Prescribe the form of Stock Option Agreement; and

     (g) Cause records to be established in which there shall be entered, from
time to time as Options are made to Participants, the date of each Option, the
number of Options granted by the Committee to each Participant, the expiration
date and the Option Period.

     The Committee shall have the authority to interpret the Plan and, subject
to the provisions of the Plan, to establish, adopt, or revise such rules and
regulations and to make all such determinations relating to the Plan as it may
deem necessary or advisable for the administration of the Plan. The Committee's
interpretation of the Plan or any documents evidencing Options granted pursuant
thereto and all decisions and determinations by the Committee with respect to
the Plan shall be final, binding, and conclusive on all parties unless otherwise
determined by the Board.

                                        4


5.   GRANT OF OPTIONS; SHARES SUBJECT TO THE PLAN

     The Committee may, from time to time, grant Options to one or more Eligible
Persons; provided, however, that:

     (a) subject to Section 9, the aggregate number of shares of Stock reserved
and available for issuance pursuant to Options under the Plan is 6,000,000;

     (b) such shares shall be deemed to have been used in payment of Options
only to the extent they are actually delivered, and in the event any Option
shall be surrendered, terminate, expire, or be forfeited, the number of shares
of Stock no longer subject thereto shall thereupon be released and shall
thereafter be available for new Options under the Plan;

     (c) the number of shares of Stock available for issuance shall be increased
by the number of shares tendered to or withheld by the Company in connection
with the payment of the purchase price or tax withholding obligations relating
to any Option hereunder; and

     (d) stock delivered by the Company in settlement of Options under the Plan
may be authorized and unissued Stock or Stock held in the treasury of the
Company or may be purchased on the open market or by private purchase.

6.   ELIGIBILITY

     Participation shall be limited to Eligible Persons who have received
notification from the Committee, or from a person designated by the Committee,
that they have been selected to participate in the Plan.

7.   GRANT OF OPTIONS

     The Committee is authorized to grant one or more Options to any Eligible
Person. Each Option so granted shall be subject to the following conditions:

     (a)  OPTION PRICE.

          (i)    INITIAL EXERCISE PRICE. The initial exercise price per share of
                 Stock for each Option ("Option Price") shall be set by the
                 Committee at the time of grant but shall not be less than 150%
                 of the Grant Date Market Value with respect to such Option.

          (ii)   ADJUSTMENT OF OPTION PRICE UPON AN EXTRAORDINARY DIVIDEND. In
                 the event that the Company declares an Extraordinary Dividend,
                 the Option Price of each Option which is outstanding on the
                 record date of such dividend shall be reduced by the amount by
                 which the Extraordinary Dividend exceeds the Base Annual
                 Dividend Amount for the fiscal year in which such dividend is
                 declared. The resulting Option Price shall be rounded up or
                 down to the nearest cent.

                                        5


          (iii)  ADJUSTMENT OF OPTION PRICE UPON A CHANGE IN CONTROL. In the
                 event of a Change in Control, the Option Price of each Option
                 which is outstanding immediately prior to such Change in
                 Control shall be equal to the Grant Date Market Value with
                 respect to such Option, reduced by the amount of Extraordinary
                 Dividends declared since the Date of Grant of such Option, plus
                 the product of (A) times (B), where (A) equals the dollar
                 amount by which the Option Price of such Option exceeds the
                 Grant Date Market Value with respect to such Option, and (B)
                 equals a fraction, the numerator of which is the number of
                 calendar days which have transpired from the Date of Grant of
                 such Option through and including the date of execution of the
                 definitive agreement for the transaction which constitutes such
                 Change in Control, and the denominator of which is the number
                 of calendar days in the full Option Period (as hereinafter
                 defined) of such Option, as determined by the Committee
                 pursuant to Section 7(c) at the time such Option was granted.
                 The resulting Option Price shall be rounded up or down to the
                 nearest cent.

          (iv)   Except as specifically provided in this Section 7(a) and
                 Section 9, the Committee may not reduce the exercise price of
                 any outstanding Options. Options granted under the Plan may not
                 be "repriced" as defined in NYSE Listing Standards.

     (b) MANNER OF EXERCISE AND FORM OF PAYMENT. Payment for shares of Stock
acquired pursuant to Options granted hereunder shall be made in full, upon
exercise of the Options (i) in immediately available funds in United States
dollars, by certified or bank cashier's check; (ii) by surrender to the Company
of shares of Stock; (iii) by a combination of (i) and (ii); (iv) by delivery of
a notice of "net exercise" to the Company, pursuant to which the Participant
shall receive the number of shares of Stock underlying the Options so exercised
reduced by the number of shares of Stock equal to the aggregate Option Price of
the Options divided by the Fair Market Value on the date of exercise; or (v) by
any other means approved by the Committee. Anything herein to the contrary
notwithstanding, the Company shall not directly or indirectly extend or maintain
credit, or arrange for the extension of credit, in the form of a personal loan
to or for any director or executive officer of the Company through the Plan in
violation of Section 402 of the Sarbanes-Oxley Act of 2002 ("Section 402 of
SOX"), and to the extent that any form of payment would, in the opinion of the
Company's counsel, result in a violation of Section 402 of SOX, such form of
payment shall not be available.

     (c) OPTION PERIOD AND EXPIRATION. Unless otherwise determined by the
Committee, Options shall vest and become exercisable subject to Section 9, not
earlier than the fourth anniversary of the Date of Grant. Options shall expire
after such period (the "Option Period"), as may be determined by the Committee
not to exceed ten years from the Date of Grant. The Committee may in its sole
discretion accelerate the exercisability of any Option, which acceleration shall
not affect the terms and conditions of any such Option other than with respect
to exercisability. The Committee may provide in the applicable Stock Option
Agreement that, at any time prior to the vesting of an Option, such Option may
be subject to forfeiture, in whole or in part, upon failure of the Participant
to satisfy any subjective or objective criteria established by the Committee in
its sole discretion, including a reduction of such Participant's contributions
to


                                        6


the Company relative to expectations of such contributions at the time such
Option was granted. Unless otherwise specifically determined by the Committee or
as provided below, the vesting of an Option shall occur only while the
Participant is employed by the Company or its Subsidiaries and all vesting shall
cease upon a Participant's termination of employment for any reason. If an
Option is exercisable in installments, such installments or portions thereof
which become exercisable shall remain exercisable until the Option expires.
Unless otherwise stated in the applicable Stock Option Agreement, the Option
shall expire earlier than the end of the Option Period in the following
circumstances:

          (i)    IN GENERAL. In the event a Participant's employment with the
                 Company or a Subsidiary is terminated for any reason other than
                 the Participant's death or Disability, all Options which have
                 not vested as of the date of such termination shall be
                 immediately forfeited. The Participant shall have a period of
                 up to 90 days within which to exercise any Options which were
                 vested as of the date of termination, and such vested Options
                 shall lapse and be cancelled to the extent not so exercised.

          (ii)   DEATH OR DISABILITY. In the event a Participant's employment
                 with the Company or a Subsidiary is terminated by reason of the
                 Participant's death or Disability or if such Participant shall
                 die or become disabled within 30 days of the Participant's
                 involuntary termination of employment other than for Cause, all
                 Options which have not vested as of the date of such
                 termination shall become immediately vested. Such Participant
                 (or such Participant's estate) shall have up to one year after
                 such termination to exercise vested Options.

     (d) STOCK OPTION AGREEMENT - OTHER TERMS AND CONDITIONS. Each Option
granted under the Plan shall be evidenced by a Stock Option Agreement, which may
be in paper or electronic format and which shall contain such provisions as may
be determined by the Committee and, except as may be specifically stated
otherwise in such Stock Option Agreement, shall be subject to the following
terms and conditions:

          (i)    Each Option or portion thereof that is exercisable shall be
                 exercisable for the full amount or for any part thereof.

          (ii)   Each share of Stock purchased through the exercise of an Option
                 shall be paid for in full at the time of the exercise.

          (iii)  Options shall not be transferable by the Participant except by
                 will or the laws of descent and distribution and shall be
                 exercisable during the Participant's lifetime only by him;
                 provided, however, that the Committee may, in its sole
                 discretion, at the time of grant or at any time thereafter,
                 allow any Participant to transfer any Option, subject to such
                 conditions or limitations set forth in Section 8(k) hereof.

          (iv)   Upon demand by the Committee for such a representation, the
                 Participant shall deliver to the Committee at the time of any
                 exercise of an Option a


                                        7


                 written representation that the shares to be acquired upon such
                 exercise are to be acquired for investment and not for resale
                 or with a view to the distribution thereof. Upon such demand,
                 delivery of such representation prior to the delivery of any
                 shares issued upon exercise of an Option shall be a condition
                 precedent to the right of the Participant or such other person
                 to purchase any shares. In the event certificates for Stock are
                 delivered under the Plan with respect to which such investment
                 representation has been obtained, the Committee may cause a
                 legend or legends to be placed on such certificates to make
                 appropriate reference to such representation and to restrict
                 transfer in the absence of compliance with applicable federal
                 or state securities laws.

8.   GENERAL

     (a) ADDITIONAL PROVISIONS OF AN OPTION. Options under the Plan also may be
subject to such other provisions as the Committee determines appropriate
including, without limitation, provisions for the forfeiture of or restrictions
on resale or other disposition of shares of Stock acquired under any Option,
provisions giving the Company the right to repurchase Options and/or shares of
Stock acquired under any Option, and provisions to comply with Federal and state
securities laws and Federal, state tax or other applicable withholding
requirements. Any such provisions shall be reflected in the applicable Stock
Option Agreement.

     (b) PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise specifically
provided in the Plan, no person shall be entitled to the privileges of stock
ownership in respect of shares of Stock which are subject to Options hereunder
until such shares have been issued to that person.

     (c) GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to make
payment of Options in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by governmental agencies as
may be required. Notwithstanding any terms or conditions of any Option to the
contrary, the Company shall be under no obligation to offer to sell or to sell
and shall be prohibited from offering to sell or selling any shares of Stock
pursuant to an Option unless such shares have been properly registered for sale
pursuant to the Securities Act with the Securities and Exchange Commission or
unless the Company has received an opinion of counsel, satisfactory to the
Company, that such shares may be offered or sold without such registration
pursuant to an available exemption therefrom and the terms and conditions of
such exemption have been fully complied with. The Company shall be under no
obligation to register for sale under the Securities Act any of the shares of
Stock to be offered or sold under the Plan. If the shares of Stock offered for
sale or sold under the Plan are offered or sold pursuant to an exemption from
registration under the Securities Act, the Company may restrict the transfer of
such shares and may legend the Stock certificates representing such shares in
such manner as it deems advisable to ensure the availability of any such
exemption.

     (d) TAX WITHHOLDING. The Company shall have the right to deduct from any
payment to a Participant pursuant to the Plan any federal, state or local income
or other taxes required by law to be withheld in respect thereof. It shall be a
condition to the obligation of the


                                        8


Company to issue stock to a Participant upon the exercise of an Option by such
Participant that such Participant (or any beneficiary or person entitled to
exercise such Option) pay to the Company, upon demand, such amount as may be
requested by the Company for the purpose of satisfying any liability to withhold
federal, state, local or other applicable taxes. In the event any such amount so
requested is not paid, the Company may refuse to issue Common Shares to such
Participant upon the exercise by such Participant of Options. Unless the
Committee shall in its sole discretion determine otherwise, payment for taxes
required to be withheld may be made in whole or in part by an election by a
Participant, in accordance with such rules as may be adopted by the Committee
from time to time, (i) to have the Company withhold Common Shares otherwise
issuable upon exercise of Options having a Fair Market Value equal to the
minimum legally required tax withholding liability and/or (ii) to tender to the
Company Common Shares having a Fair Market Value equal to such tax withholding
liability.

     (e) CLAIM TO OPTIONS AND EMPLOYMENT RIGHTS. No individual shall have any
claim or right to be granted an Option under the Plan or, having been selected
for the grant of an Option, to be selected for a grant of any other Option.
Neither the Plan nor any action taken hereunder shall be construed as giving any
individual any right to be retained in the employ or service of the Company or a
Subsidiary.

     (f) DESIGNATION AND CHANGE OF BENEFICIARY. Each Participant may file with
the Committee a written designation of one or more persons as the beneficiary
who shall be entitled to receive the rights or amounts payable with respect to
an Option due under the Plan upon his death. A Participant may, from time to
time, revoke or change his beneficiary designation without the consent of any
prior beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Participant's death, and in no event
shall it be effective as of a date prior to such receipt. If no beneficiary
designation is filed by the Participant, the beneficiary shall be deemed to be
the Participant's spouse or, if the Participant is unmarried at the time of
death, the Participant's estate.

     (g) PAYMENTS TO PERSONS OTHER THAN PARTICIPANTS. If the Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due to such person or his estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee so
directs the Company, be paid to his spouse, child, relative, an institution
maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of
the Committee and the Company therefor.

     (h) NO LIABILITY OF COMMITTEE MEMBERS. No member of the Committee shall be
personally liable by reason of any contract or other instrument executed by such
member or on his behalf in his capacity as a member of the Committee nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless each member of the Committee and each other employee, officer or
director of the Company to whom any duty or

                                        9


power relating to the administration or interpretation of the Plan may be
allocated or delegated, against any cost or expense (including reasonable out of
pocket counsel fees) or liability (including any sum paid in settlement of a
claim) arising out of any act or omission to act in connection with the Plan
unless arising out of such person's own fraud or willful bad faith; provided,
however, that approval of the Board shall be required for the payment of any
amount in settlement of a claim against any such person. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's Articles of Incorporation
or By-Laws, as a matter of law, under any agreement with the Company or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

     (i) GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the internal laws of Bermuda, without regard to the principles
of conflicts of law thereof.

     (j) FUNDING. No provision of the Plan shall require the Company, for the
purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Holders shall have
no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.

     (k) NONTRANSFERABILITY. A person's rights and interest under the Plan,
including amounts payable, may not be sold, assigned, donated, or transferred or
otherwise disposed of, mortgaged, pledged or encumbered except, in the event of
a Participant's death, to a designated beneficiary to the extent permitted by
the Plan, or in the absence of such designation, by will or the laws of descent
and distribution. Notwithstanding anything in this Section 8(k) to the contrary,
the Committee may, in its sole discretion, at the time of grant or at any time
thereafter, allow any Participant to transfer to the Participant's "family
members" Options. For purposes of this Section 8(k), the term "family members"
shall mean any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, any person sharing the Participant's household (other than a
tenant or employee), a trust in which these persons have more than fifty percent
of the beneficial interest, a foundation in which these persons (or the
Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than fifty percent of the voting
interests.

     (l) RELIANCE ON REPORTS. Each member of the Committee and each member of
the Board shall be fully justified in relying, acting or failing to act, and
shall not be liable for having so relied, acted or failed to act in good faith,
upon any report made by the independent public accountant of the Company and its
Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than himself.

     (m) RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
profit sharing, group

                                       10


insurance or other benefit plan of the Company or any Subsidiary except as
otherwise specifically provided in such other plan.

     (n) EXPENSES. The expenses of administering the Plan shall be borne by the
Company and its Subsidiaries.

     (o) PRONOUNS. Masculine pronouns and other words of masculine gender shall
refer to both men and women.

     (p) TITLES AND HEADINGS. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings shall control.

     (q) TERMINATION OF EMPLOYMENT. For all purposes herein, a person who
transfers from employment or service with the Company to employment or service
with a Subsidiary or vice versa shall not be deemed to have terminated
employment or service with the Company or a Subsidiary.

9.   CHANGES IN CAPITAL STRUCTURE AND CHANGE IN CONTROL

     Options under the Plan shall be subject to adjustment or substitution, as
determined by the Board in its reasonable discretion, as to the number, price or
kind of shares or other consideration subject to such Options or as otherwise
determined by the Board to be equitable (i) in the event of changes in the
outstanding Stock or in the capital structure of the Company, by reason of share
dividends, share splits, recapitalizations, reorganizations, mergers,
consolidations, combinations, exchanges, or other relevant changes in
capitalization occurring after the date of grant of any such Options or (ii) in
the event of any change in applicable laws or any change in circumstances which
results in or would result in any substantial dilution or enlargement of the
rights granted to, or available for, Participants in the Plan, or which
otherwise warrants equitable adjustment because it interferes with the intended
operation of the Plan. In addition, in the event of any such adjustments,
exchanges or substitution, the aggregate number of shares of Stock available
under the Plan, the Base Annual Dividend Amount, and the Grant Date Market Value
shall be appropriately and equitably adjusted, as determined by the Board in its
reasonable discretion.

     In the event of a Change in Control, notwithstanding any vesting schedule
provided for hereunder or in any Option agreement, all outstanding Options shall
automatically vest. In addition, in the discretion of the Board, all Options
which are outstanding on the date of such Change in Control may be deemed
exercised, and in exchange for such Options, Participants shall be paid a cash
amount based on the difference between (1) the price per share paid for the
Stock in connection with such Change in Control, and (2) the Option Price (after
taking into account any adjustment pursuant to Section 7(a)(iii) in connection
with such Change in Control).

10.  NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholder of the Company for approval shall be construed as
creating any limitations on the

                                       11


power of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options
otherwise than under this Plan, and such arrangements may be either applicable
generally or only in specific cases.

11.  AMENDMENTS AND TERMINATION

     The Board may at any time terminate the Plan. Subject to Section 9, with
the express written consent of an individual Participant, the Board or the
Committee may cancel or reduce or otherwise alter outstanding Options if, in its
judgment, the tax, accounting, or other effects of the Plan or potential payouts
thereunder would not be in the best interest of the Company. The Board or the
Committee may, at any time, or from time to time, amend or suspend and, if
suspended, reinstate, the Plan in whole or in part; provided, however, that
without further stockholder approval neither the Board nor the Committee shall
make any amendment to the Plan which would require shareholder approval under
NYSE listing standards or any applicable laws.


                                *       *       *




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