OPTION GRANT NOTICE & AGREEMENT
Published on November 9, 2004
OPTION GRANT NOTICE AND AGREEMENT RenaissanceRe Holdings Ltd. (the "Company"), pursuant to its 2001 Stock 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 and Agreement (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: $__________________________ EXPIRATION DATE: __ Years From the Date of Grant VESTING SCHEDULE: Subject to the Holder's continued employment with the Company or its Affiliates, as applicable, the Options shall vest and become exercisable as to 25% of the underlying shares of Stock on each of the first, second, third and fourth anniversaries of the Date of Grant, subject to acceleration of vesting upon a Change in Control, as provided in Section 11 of the Plan. TERMINATION OF EMPLOYMENT: In the event the Holder's employment with the Company or a Subsidiary is terminated for any reason other than Holder's death or Disability, except as otherwise provided in the following paragraph, all Options which have not vested as of the date of such termination shall be immediately forfeited. 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 such vested Options shall lapse and be cancelled to the extent not so exercised. In the event the Holder's employment with the Company or a Subsidiary is terminated by reason of the Holder's death or Disability or if the Holder shall die or become disabled within 30 days of the Holder'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. The Holder (or the Holder's estate) shall have up to one year after such termination to exercise vested Options. Notwithstanding any provision of preceding paragraphs to the contrary, the Options may not be exercised beyond the Expiration Date. 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, 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. o As promptly as practical after receipt of such written notification and full payment of such purchase price and any required income tax withholding amount, the Company shall issue or transfer to the Holder the number of shares with respect to which Options have been so exercised, and shall cause the shares to be registered in the Holder's name. o The Company shall have the right with respect to tax withholding in accordance with Section 10(d) of the Plan, the terms of which are incorporated herein by reference and made a part hereof. o The Options granted hereunder are not intended to be incentive stock options within the meaning of Section 422 of the Code. 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.] 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: -----------------------