EXECUTION COPY
FORM OF RETENTION AGREEMENT
THIS RETENTION AGREEMENT ("Agreement"), effective as of November 8,
2002, between RenaissanceRe Holdings Ltd., a company organized under the laws of
Bermuda ("RenRe"), and [Director's Name] ("Director").
W I T N E S S E T H:
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WHEREAS, Director is a member of the Board of Directors of RenRe (the
"Board") and in such capacity performs a valuable service for RenRe; and
WHEREAS, in order to encourage Director to continue to serve as a
member of the Board, RenRe has determined and agreed to enter into this
Agreement with Director;
NOW, THEREFORE, in consideration of Director's continued service as a
director of RenRe, the parties hereby agree as follows:
1. AGREEMENT TO SERVE. Director agrees to continue to serve as a
director of RenRe until such time as Director tenders his resignation,
Director's status as a director is terminated, or Director's successor shall be
duly elected and qualified. Director will exercise his powers and discharge his
duties as a director of RenRe in good faith and in the best interests of RenRe
as contemplated by Bermuda law.
2. COMPLIANCE WITH POLICIES. Director will comply with all duly adopted
policies of RenRe communicated to Director, including without limitation RenRe's
policies relating to transactions involving securities of RenRe, and the
disclosure of any such transactions.
3. INDEMNIFICATION OF DIRECTOR. RenRe shall defend, hold harmless and
indemnify Director to the fullest extent permitted by Bermuda law, as currently
in effect or as it may hereafter be amended, from and against any and all
damages, losses, liabilities, obligations, claims of any kind, costs, interest
or expense (including, without limitation, reasonable attorneys' fees and
expenses) (collectively, "Losses") that may be incurred or suffered by Director
in connection with or arising out of his service as a member of the Board of
Directors of RenRe, subject only to the provisions of Section 4 below.
4. EXCEPTIONS TO RIGHT OF INDEMNIFICATION. No indemnification shall be
made under this Agreement in respect of the following:
(1) Losses relating to the disgorgement remedy contemplated by
Section 16 of the US Securities Exchange Act of 1934;
(2) Losses arising out of a knowing violation by Director of a
material provision of this Agreement or any other agreement to which
Director is a party with RenRe; and
(3) Losses arising out of a final, nonappealable conviction of
Director by a court of competent jurisdiction for a knowing violation
of criminal law.
Moreover, the Company shall not effect any advances, or advance any costs,
relating to any proceeding (or part thereof) initiated by the Director unless
the initiation thereof was approved by the Board of Directors of RenRe, or as
may be approved or ordered by a competent tribunal.
5. PREPAYMENT OF EXPENSES. Unless Director otherwise elects via written
notice to RenRe, expenses incurred in defending any civil or criminal action,
suit or proceeding shall be paid by RenRe in advance of the final disposition of
such action, suit or proceeding upon receipt by RenRe of a written affirmation
of Director's good faith belief that his conduct does not constitute the sort of
behavior that would preclude his indemnification under this Agreement and
Director furnishes RenRe a written undertaking, executed personally or on his
behalf, to repay any advances if it is ultimately determined that he is not
entitled to be indemnified by RenRe under this Agreement.
6. CONTINUATION OF INDEMNITY. All agreements and obligations of RenRe
contained in this Agreement shall continue during the period in which Director
is a member of the Board of Directors of RenRe and shall continue thereafter so
long as Director shall be subject to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal, by reason of the fact that
Director was a director of RenRe.
7. INDEMNIFICATION HEREUNDER NOT EXCLUSIVE. The indemnification and
prepayment of expenses provided by this Agreement is in addition to and shall
not be deemed exclusive of any other right to which Director may be entitled
under RenRe's Memorandum of Association, RenRe's Bye-Laws, any agreement, any
vote of shareholders or disinterested directors, Bermuda law, any other law
(common or statutory) or otherwise. Nothing contained in this agreement shall be
deemed to prohibit RenRe from purchasing and maintaining insurance, at its
expense, to protect itself or Director against any expense, liability or loss
incurred by it or him, whether or not Director would be indemnified against such
expense, liability or loss under this Agreement; provided that RenRe shall not
be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that Director has otherwise
actually received such payment under any insurance policy, contract, agreement
or otherwise. In the event RenRe makes any indemnification payments to Director
and Director is subsequently reimbursed from the proceeds of insurance, Director
shall promptly refund such indemnification payments to RenRe to the extent of
such insurance reimbursement.
8. RELIANCE. RenRe has entered into this Agreement in order to induce
Director to continue as a member of the Board of Directors of RenRe and
acknowledges that Director is relying upon this Agreement in continuing in such
capacity.
9. SEVERABILITY. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provision
hereof shall be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect the validity or enforceability
of the other provisions hereof.
10. GENERAL.
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(a) This Agreement shall be governed by and construed in
accordance with the laws of Bermuda.
(b) Neither this Agreement nor any rights or obligations hereunder
shall be assigned or transferred by Director.
(c) This Agreement shall be binding upon Director and upon RenRe,
its successors and assigns, including all successors by merger or consolidation,
and shall inure to the benefit of Director, his heirs, personal representatives
and permitted assigns and to the benefit of RenRe, its successors and assigns.
(d) No amendment, modification or termination of this Agreement
shall be effective unless in writing signed by both parties hereto.
(e) This Agreement may be executed and delivered in one or more
counterparts, each of which when executed and delivered shall be deemed to be an
original but all of which when taken together shall constitute one and the same
Agreement.
(f) Any notices required to be given with respect to any matter
relating to or contemplated by this Agreement may be delivered by hand,
facsimile or by overnight courier (x) to Director, at such address as may have
been provided to RenRe and (y) to RenRe, at 8-12 East Broadway, Hamilton HM 19
Bermuda, Fax: 441-296-5037, Attn: Corporate Secretary.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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[SIGNATURE PAGE TO RETENTION AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.
DIRECTOR: RENAISSANCERE HOLDINGS LTD.
- ----------------------------- By:
[DIRECTOR'S NAME] ----------------------------
Name:
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Title:
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