DIRECTOR SHARES GRANT NOTICE AND AGREEMENT
RenaissanceRe Holdings Ltd. (the "Company"), pursuant to the Amended
and Restated RenaissanceRe Holdings Ltd. Non-Employee Director Stock Plan, as
amended and restated effective June 1, 2002 (the "Plan"), hereby grants to
Holder the number of shares of the Director Shares set forth below. The Director
Shares 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
DIRECTOR SHARES: ___________________________
VESTING SCHEDULE: Subject to the Holder's continued membership on
the Board, the Director Shares shall vest and
become exercisable as to one-third (1/3) of the
shares on each of the first, second and third
anniversaries of the Date of ▇▇▇▇▇.
TERMINATION OF MEMBERSHIP: In the event of a termination of the Holder's
membership on the Board (i) by reason of the
death or permanent disability of the Holder, or
(ii) if the Holder is requested, by the Board,
to resign ▇▇▇▇▇▇'s membership on the Board for
any reason other than for cause, including
without limitation because of ▇▇▇▇▇▇'s
resignation in conjunction with guidelines or
policies of the Board with respect to retirement
age, all Director Shares which have not vested
as of the date of such termination shall become
immediately vested. In the event of a
termination of the Holder's membership on the
Board (i) for cause, or (ii) by the Holder
unilaterally on his or her own accord, all
Director Shares which have not vested as of the
date of such termination shall be forfeited as
of such date.
ADDITIONAL TERMS: The Director ▇▇▇▇▇▇ granted hereunder shall be
registered in the Holder's name on the books of
the Company, but the certificates evidencing
such Director Shares shall be retained by the
Company while the Director Shares remains
unvested, and for such additional time as the
Committee determines appropriate.
This Grant Notice shall be construed and
interpreted in accordance with the laws of
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 DIRECTOR SHARES HEREUNDER, AGREES
TO BE BOUND BY THE TERMS OF THIS GRANT NOTICE AND THE PLAN.
RENAISSANCERE HOLDINGS LTD. HOLDER
By:
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Signature Signature
Title: Date:
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Date:
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