FORM OF OPTION AGREEMENT - EXECUTIVE OFFICERS
Published on September 2, 2004
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