ha8kex10_1.htm


     

     

    
      


      Exhibit
10.1

      


      TRANSATLANTIC
HOLDINGS, INC.

      EXECUTIVE
SEVERANCE PLAN

      


      Transatlantic Holdings, Inc., a
Delaware corporation (the “Company”), has adopted this
Transatlantic Holdings, Inc. Executive Severance Plan (the “Plan”), first effective as of
May 22, 2008 (the “Effective
Date”).

      


      I.  Purpose

      


      The Plan is maintained for the purpose
of providing severance payments and benefits for a select group of management or
highly compensated employees covered by this Plan whose employment is terminated
under the circumstances set forth in this Plan.

      


      II.  Term

      


      The Plan shall be effective as of the
Effective Date and continue until terminated by the Compensation Committee of
the Board of Directors of the Company (the “Compensation Committee”) with
12 months’ notice to Eligible Employees (as defined in Section III below) in
accordance with Section VIII below; provided that this Plan shall
in no event terminate before the second anniversary of the Effective
Date.

      


      III.  Eligibility

      


      The
employees eligible to participate in this Plan at any time (together, the “Eligible Employees”) shall be
comprised of each employee who at the time of the termination of his or her
employment is a participant in the Company’s Partners Plan (the “Partners Plan”) or the
Company’s Senior Partners Plan (the “Senior Partners Plan”); provided that if an employee
has an employment agreement (or other agreement or arrangement) that provides
for payment of severance in connection with a "Covered Termination" (as defined
in Section IV below), the employee will not be an Eligible
Employee.

      


      For
purposes of this Plan, an employee shall be deemed to be a participant in the
Partners Plan only if such employee received an award with respect to the most
recently commenced Performance Period of the Partners Plan (as defined
therein).

      


      IV.  Severance

      


      An Eligible Employee shall be entitled
to receive the benefits described in this Section IV if he or she experiences a
“Covered Termination.”

      


      A “Covered Termination” shall be:

      


      (1)  For
all Eligible Employees, an Eligible Employee’s termination of service during the
term of this Plan for any reason other than the Eligible Employee’s: (a) death;
(b) “Disability” (as defined in Section IV.K below); (c) resignation
(including any resignation that an Eligible Employee may assert was a
constructive discharge); or (d) termination by the Company or its subsidiaries
for “Cause” (as defined in Section IV.K below); and

      


      (2)  In
the case of the Chief Executive Officer of the Company and each other Eligible
Employee who is both a participant in the Senior Partners Plan and has a rank of
Senior Vice President or higher of the Company, a Covered Termination shall also
include such Eligible Employee’s termination of service during the term of this
Plan as a result of resignation from his or her employment for “Good Reason” (as
defined in Section IV.K below).

      


      For
purposes of this Plan, an employee shall be deemed to be a participant in the
Senior Partners Plan only if such employee has an award outstanding under the
Senior Partners Plan with respect to the Performance Period of the Senior
Partners Plan (as defined therein) ending in the year of
termination.  Unless otherwise stated in this Plan, for purposes of an
Eligible Employee’s employment, “termination” of employment or service shall
mean the date upon which the Eligible Employee ceases to perform his or her
employment duties and responsibilities for the Company and/or each of its
subsidiaries, as such termination is defined in Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”).

      


      A.  Accrued Wages and Expense
Reimbursements

      


      If an Eligible Employee experiences a
Covered Termination, the Eligible Employee shall receive: (1) accrued wages due
through the date of termination in accordance with the Eligible Employee’s
employer’s normal payroll practices; (2) reimbursement for any unreimbursed
business expenses properly incurred by the Eligible Employee prior to the date
of termination in accordance with Company policy (and for which the Eligible
Employee has submitted proper documentation as may be required by the Company)
and (3) any accrued but unused vacation pay in a lump sum.

      


      B.  Severance
Installments

      


      If an
Eligible Employee experiences a Covered Termination, the Eligible Employee shall
receive severance equal to the sum of the following, divided by 12, and then
multiplied by the number of months in the “Severance Period” (as defined below)
applicable to the Eligible Employee:

      


      (1)  Annual
base salary as of the date of termination; plus

      


      (2)  The
total of any payments designated as a “supplemental bonus” or “quarterly cash”
that would have been payable in respect of the year of termination (but not
including any spot bonus or other discretionary bonus); plus

      


      (3)  The
average of the Eligible Employee’s “Annual Cash Bonuses” (as defined below)
awarded and paid with respect to the three most recently completed calendar
years preceding the calendar year in which termination occurs (including any
year in which the bonus was zero); provided that: (a) if the
date of termination occurs during a calendar year before the time that Annual
Cash Bonuses have generally been paid out to employees for the prior calendar
year's performance, the average shall be computed based on the second, third and
fourth calendar years prior to the calendar year in which the termination
occurs, (b) if the Eligible Employee was not employed for all years that would
otherwise be included in the average, the average shall be computed based on
each such year in which the Eligible Employee was employed and (c) if the
Eligible Employee earns or is awarded no bonus for one of the years that would
otherwise be included in the average as a result of an approved leave of
absence, the average shall be computed by using the three most recently
completed calendar years preceding the calendar year of termination in which
such condition did not apply.  “Annual Cash Bonus” means
any performance
based, year-end cash bonus or a cash bonus in lieu of a year-end cash bonus, and
the amount of any Annual Cash Bonus awarded and paid shall include any amount of
such bonus voluntarily deferred by the Eligible Employee.

      


      Such
severance amount shall be paid over the number of months in the Severance Period
in equal weekly, biweekly, or monthly installments (each, a “Severance Installment”) in
accordance with the Eligible Employee’s employer’s normal payroll
practices.  Notwithstanding anything in this Plan to the contrary, the
cash payable and benefits receivable hereunder, to the extent necessary to avoid
duplication of payments and benefits, shall be reduced by any payments or
benefits which the Eligible Employee receives pursuant to any other plan,
agreement or arrangement providing severance payments or benefits, including but
not limited to, collectively bargained agreements and any state sponsored,
mandated or similar severance program.

      


      The
“Severance Period”
shall be:

      


      (1)  For
the Chief Executive Officer of the Company, 30 months;

      


      (2)  For
Eligible Employees who are both Senior Vice Presidents or higher of the Company
and participants in the Senior Partners’ Plan (as such participation is set
forth in Section IV above), 24 months; and

      


      (3)  For
all other Eligible Employees, one month per year of service with the Company up
to a maximum of 12 months, except that no Eligible Employee shall have a
Severance Period of less than six months regardless of years of
service.

      


      C.  Equity and Senior
Partners Plan Vesting

      


      If an
Eligible Employee experiences a Covered Termination, the Eligible Employee’s
Severance Period will be treated as continued employment for the purpose of
outstanding restricted stock units (“RSUs”), Performance RSUs that
are earned but unvested under the Partners Plan (but excluding any performance
RSUs for performance periods ending on or after the year of termination), Senior
Performance RSUs that are earned but unvested under the Senior Partners Plan
(but excluding any performance RSUs for performance periods ending on or after
the year of termination) and options, in each case that would otherwise have
vested or become exercisable during the Severance Period had the Eligible
Employee’s employment not terminated.  Such awards shall otherwise
continue to be subject to the terms and conditions of the applicable plan and
award agreement, provided
that, for purposes of the commencement and measurement of the
post-termination exercise period (if any as approved in accordance with the plan
and award agreement) applicable to any stock options held by the Eligible
Employee as of the date of termination, the last day of the Severance Period
will be considered the date of termination.  To the extent an RSU or
option does not vest upon the last day of the Severance Period such award shall
be forfeited for no consideration.

      


      D.  Continued Health
Coverage and Participation in Retiree Health

      


      If an
Eligible Employee experiences a Covered Termination, the Eligible Employee shall
be entitled to participate during the Severance Period in the applicable
Company-provided health plan for active employees in which the Eligible Employee
participated prior to termination by paying on an after-tax basis the applicable
employee contribution charged to active employees receiving similar
coverage.  If the Eligible Employee participates in such plan, the
actuarial cost of such coverage in excess of the applicable employee
contribution paid by the Eligible Employee, as determined by the Company, shall
be imputed as taxable income to the Eligible Employee.  Upon the last
day of the Severance Period, the Eligible Employee shall be treated as having
had a termination event as of the date that the Severance Period ends for
purposes of continuing coverage requirements under the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”).

      


      If an
Eligible Employee experiences a Covered Termination, the Eligible Employee’s
Severance Period (but not including any period of coverage under COBRA) shall be
treated as a period of employment service (in connection with both the age and
service requirements) for purposes of determining the Eligible Employee’s
eligibility to participate, in and to calculate the amount of, the Company
contribution towards any Company retiree health plan.  For these
purposes, the Eligible Employee’s deemed period of employment service shall end
as of the last day of the Severance Period.  If the Eligible Employee
would not have satisfied the eligibility requirements to participate in any
Company retiree health plan but for the preceding treatment of the Severance
Period as a period of employment service, the actuarial cost of such retiree
health coverage in excess of any contribution paid by the Eligible Employee, as
determined by the Company, shall be imputed as income for all periods in which
such retiree health coverage is provided.  If, however, the Eligible
Employee satisfies the eligibility requirements to participate in any Company
retiree health plan on the basis of the Eligible Employee’s age and years of
service on or before the date of termination, then no such income imputation
shall occur with respect to retiree health coverage.

      


      E.  Additional Non-qualified Pension
Credits

      


      If an Eligible Employee experiences a
Covered Termination, the Eligible Employee shall be entitled to additional
service credit and credit for additional age, in each case in an amount equal to
the length of the Severance Period, for purposes of calculating the Eligible
Employee’s benefit amounts, and determining vesting and eligibility for
retirement (including early retirement), under the Company’s non-qualified
pension plans (plans that are not intended to be qualified under the provisions
of Code section 401) in which such Eligible Employee was actively participating
immediately prior to his or her date of termination.  For the
avoidance of doubt, no Severance Installments pursuant to Section IV.B of this
Plan shall be included in the calculation of any benefits of an Eligible
Employee under any non-qualified pension plan of the
Company.  Eligible Employees shall commence payments under such
non-qualified pension plans at the time specified in the applicable plan,
determined as if payment of “Qualified Plan Retirement Income” (as defined in
the applicable plan) began to be paid immediately following the Eligible
Employee’s date of termination.

      


      F.  Continued
Life Insurance and Participation in Retiree Life

      


      If an Eligible Employee experiences a
Covered Termination, the Eligible Employee shall be entitled to participate
during the Severance Period in the group life insurance benefits generally
available to active employees of the Company.  The Eligible Employee
shall be required to pay the costs of such coverage on the same basis as prior
to the date of termination.  Any portion of the premium paid by the
Company shall be imputed as taxable income to the Eligible
Employee.  If an Eligible Employee experiences a Covered Termination,
the Eligible Employee’s Severance Period shall be treated as a period of
employment service (in connection with both the age and service requirements)
for purposes of determining the Eligible Employee’s eligibility to participate
in and to calculate the amount of a Company contribution towards any Company
retiree life insurance coverage.  The Eligible Employee’s deemed
period of employment service shall end as of the close of the Severance
Period.  If the Eligible Employee would not have satisfied the
eligibility requirements to participate in any Company retiree life insurance
plan but for the treatment of the Severance Period as a period of employment
service, the actuarial cost of such retiree life insurance coverage in excess of
any contribution paid by the Eligible Employee, as determined by the Company,
shall be imputed as income for all periods in which such retiree life insurance
coverage is provided.  If, however, the Eligible Employee satisfies
the eligibility requirement to participate in any Company retiree life insurance
plan on the basis of the Eligible Employee’s age and years of service on or
before the date of termination, no such income imputation shall occur with
respect to retiree life insurance coverage.

      


      G.  Limitations on
Severance

      


      The amounts described in
Subsections B through F of this Section IV (collectively referred to as
“Severance”) are
subject to the Eligible Employee’s continued compliance with any applicable
release and/or restrictive covenant agreement (referred to generically as the
“Release”) that the
Company may require under other compensation arrangements  (including
but not limited to the Partners Plan, the Senior Partners Plan and the Company’s
Deferred Compensation Profit Participation Plan), any applicable employment
agreement or the release pursuant to Section VI below.  Failure to
execute or adhere to such a Release by the Eligible Employee shall result in a
forfeiture of all Severance under this Plan.  (For the avoidance of
doubt, any Severance Installment or other Severance benefit due under the terms
of this Plan shall be forfeited to the extent such payment would have otherwise
been due but for the Eligible Employee’s failure to provide the Company with a
duly executed and effective Release.)  Nothing herein shall preclude
the Company in its sole discretion from requiring the Eligible Employee to enter
into other such releases or agreements as a condition to receiving Severance
under this Plan.

      


      H.  Timing
of Payments and Delay for Specified Employees

      


      Severance
Installments shall commence on a payroll date of the Eligible Employee’s
employer within 90 days following the Eligible Employee’s termination of
employment.  For purposes of Code section 409A, each Severance
Installment shall be treated as a separate payment.  If the Plan
Administrator determines that the Eligible Employee is a “specified employee”
for purposes of Code section 409A, any Severance Installment or other Severance
benefit that would otherwise be payable or due under Section IV of this Plan
shall be delayed for six months to the extent that such Severance is determined
to constitute deferred compensation under Code section 409A (taking into account
any regulatory exceptions that may be applicable, such as short-term deferral
and separation under Code section 409A).  In such case, the Eligible
Employee shall not receive such Severance Installment or benefit that is subject
to the six-month delay until the first scheduled payroll date that occurs more
than six months following the date of termination (the “First Payment Date”) and, on
the First Payment Date, the Company shall pay the Eligible Employee an amount
equal to the sum of the Severance Installments that would have been payable in
respect of the period preceding the First Payment Date but for the delay imposed
on account of Code section 409A.

      


      I.  Covenants and for “Cause”
Terminations

      


      Notwithstanding anything to the
contrary in this Plan, if at any time (a) the Eligible Employee breaches any of
the provisions of a Release or (b) the Plan
Administrator determines that grounds existed, on or prior to the date of
termination of the Eligible Employee’s employment with the Company, including
prior to the Effective Date, for the Company to terminate the Eligible
Employee’s employment for “Cause”:

      


      (1)  No
further payments or benefits shall be due under this Section IV;
and

      


      (2)  The
Eligible Employee shall be obligated to repay to the Company, immediately and in
a cash lump sum, the amount of any Severance Installments and other Severance
benefits (other than any amounts received by the Eligible Employee under
Sections IV.D, E or F) previously received by the Eligible Employee (which
shall, for the avoidance of doubt, be calculated on a pre-tax
basis);

      


      provided that the Eligible
Employee shall in all events be entitled to receive accrued wages, expense
reimbursement and accrued but unused vacation pay as set forth in Section IV.A
above.

      


      J.  No Rights

      


      Other than as provided in this Section
IV, an Eligible Employee shall have no rights to any compensation or any other
benefits under this Plan.  All other benefits, if any, due to the
Eligible Employee following the date of termination shall be determined in
accordance with the plans, policies and practices of the Company or any
subsidiary of the Company. Whether the Eligible
Employee’s employment has terminated for purposes of any Company plan or
arrangement shall be determined on the basis of the applicable terms of the plan
or arrangement.

      


      K.  Definitions

      


      “Cause” shall mean, whether
occurring prior to, or on or after the Effective Date:

      


      (1)  The
Eligible Employee’s failure to perform substantially his or her duties with the
Company or any subsidiary of the Company (other than any such failure resulting
from the Eligible Employee’s incapacity due to physical or mental
illness);

      


      (2)  The
Eligible Employee’s malfeasance or misconduct;

      


      (3)  The
Eligible Employee’s knowing and material violation of a provision of the
Company’s Code of Conduct or the Director, Executive Officer and Senior
Financial Officer Code of Business Conduct and Ethics, as such codes of conduct
may be in effect from time to time, or other policies regarding behavior of
employees; or

      


      (4)  The
conviction of, or entry of a plea of guilty or no contest by the Eligible
Employee with respect to, a felony or any lesser crime of which fraud or
dishonesty is a material element.

      


      “Disability” shall mean a
period of medically determined physical or mental impairment that is expected to
result in death or last for a period of not less than 12 months during which an
Eligible Employee qualifies for income replacement benefits under the Company’s
long-term disability plan for at least 3 months, or, if an Eligible Employee
does not participate in such a plan, a period of disability during which the
Eligible Employee is unable to engage in any substantial gainful activity by
reason of any medically determined physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months.

      


      “Good Reason” shall
mean:

      


      (1)  A
diminution in the Eligible Employee’s duties or responsibilities such that they
are (or the assignment to the Eligible Employee of any duties or
responsibilities that are) inconsistent in any material and adverse respect with
the Eligible Employee’s then title or offices;

      


      (2)  A
diminution in the Eligible Employee’s titles or offices (including, if
applicable, membership on the Board) that is material and adverse to the
Eligible Employee;

      


      (3) A
material reduction by the Company in the Eligible Employee’s rate of annual base
salary; or

      


      (4) A
material reduction by the Company in the Eligible Employee’s annual target bonus
opportunity.

      


      Notwithstanding
the foregoing, a termination for Good Reason shall not have occurred unless (a)
the Eligible Employee gives written notice to the Company of termination of
employment within 30 days after the Eligible Employee first becomes aware of the
occurrence of the circumstances constituting Good Reason, specifying in detail
the circumstances constituting Good Reason, and the Company has failed within 30
days after receipt of such notice to cure the circumstances constituting Good
Reason, and (b) the Eligible Employee’s “separation from service” (within the
meaning of Code section 409A) occurs no later than two years following the
initial existence of one or more of the circumstances giving rise to Good
Reason.

      


      V.  No
Duplication/No Mitigation

      


      A.  No Duplication

      


      This Plan is not intended to, and shall
not, result in any duplication of payments or benefits to any Eligible
Employee.  The Compensation Committee shall be authorized to interpret
this Plan to give effect to the preceding sentence.

      


      B.  No Mitigation

      


      In order for an Eligible Employee to
receive the Severance described in this Plan, the Eligible Employee shall be
under no obligation to seek other employment or otherwise mitigate the
obligations of the Company under this Plan, and there shall be no offset against
any amounts due under this Plan on account of any remuneration attributable to
any subsequent employment that the Eligible Employee may obtain.

      


      VI.  Release
and Restrictive Covenant Agreement

      


      Subject to Section IV.G above, the
Company may require and condition payment of the Severance on the Eligible
Employee’s execution of a Release in the form attached to this Plan as Exhibit
A; provided, however,
that such Release must be executed within 60 days after the date of termination;
provided, further, that
if the local laws of a country or non-U.S. jurisdiction in which an Eligible
Employee works would not permit all or a portion of the Release to be structured
or executed in the form attached hereto, the General Counsel of the Company or
his or her designee shall have the discretion to create a release that
incorporates as much of the Release as possible while also complying with such
local laws.

      


      VII.  Plan
Administration

      


      A.  Compensation
Committee

      


      The Plan shall be interpreted,
administered and operated by the Compensation Committee, which shall have the
complete authority, in its sole discretion, subject to the express provisions of
this Plan, to interpret this Plan, adopt any rules and regulations for carrying
out this Plan as may be appropriate and decide any and all matters and make any
and all determinations arising under or otherwise necessary or advisable for the
administration of this Plan.  All interpretations and decisions by the
Compensation Committee shall be final, conclusive and binding on all parties
affected thereby.  Notwithstanding the foregoing, the Compensation
Committee shall have the right to delegate to any individual member of the
Compensation Committee or to any executive of the Company any of the
Compensation Committee’s authority under this Plan; provided that no person shall
act as Plan Administrator in any matter directly relating to his or her
eligibility or amount of Severance under this Plan.  The Compensation
Committee and/or the member of the Compensation Committee or the executive of
the Company delegated any authority under this Plan shall be referred to in this
Plan as the “Plan Administrator.”

      


      B.  Expenses and
Liabilities

      


      All expenses and liabilities that the
Plan Administrator and the Claims Administrator incur in connection with the
administration of this Plan shall be borne by the Company.  The Plan
Administrator may employ attorneys, consultants, accountants, appraisers,
brokers or other persons in connection with such administration, and the Plan
Administrator, the Company and the Company’s officers and directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons. No
member of the Compensation Committee or any executive delegated by the
Compensation Committee as Plan Administrator shall be personally liable for any
action, determination or interpretation made in good faith with respect to this
Plan, and all members of the Compensation Committee and any executive delegated
by the Compensation Committee as the Plan Administrator shall be fully protected
by the Company in respect of any such action, determination or interpretation to
the extent permitted by (a) the Company’s charter; (b) the Company’s bylaws and
(c) applicable law.

      


      VIII.
Termination and Amendment

       

      A.  Termination

       

      The
Compensation Committee may terminate this Plan
in accordance with Section II of this Plan, provided that no termination
shall adversely affect the payments or benefits to which any Eligible Employee
has become entitled by virtue of a Covered Termination occurring before the time
of termination of this Plan.  Any notice of termination shall be in
accordance with Section VIII.C below.

      


      B.  Amendment

      


      The Compensation Committee may amend
this Plan in any manner, provided that, in the event
an amendment is determined by the Compensation Committee to be, in the
aggregate, material and adverse to an Eligible Employee (taking into account any
aspects of such amendments that are beneficial to the Eligible Employee), the
Compensation Committee shall provide 12 months’ notice to such Eligible Employee
in accordance with Section VIII.C below (and no such change shall be effective
before the second anniversary of the Effective Date).  In addition,
the Compensation Committee may, at any time, amend this Plan in any manner it
determines in good faith is necessary or appropriate (1) to comply with
applicable law or (2) to comply with Code section 409A.

      


      For the avoidance of doubt, amendments
under the preceding sentence may be material and adverse to Eligible
Employees.  In addition, if an employee was not an Eligible Employee
because he or she had an employment agreement (or other agreement or
arrangement) that contemplated payment of severance with respect to any
termination, the Compensation Committee may amend this Plan to exclude such
employee without notice to such employee (notwithstanding the expiration of such
agreement or arrangement) if it determines that in good faith that such
exclusion is necessary to comply with Code section 409A.  Any notice
of amendment shall be in accordance with Section VIII.C below.

      


      C.  Notice of Termination or
Amendment

      


      The Company shall be deemed to have
provided any notice required by this Section VIII if the Company makes a
reasonable, good faith effort to email or otherwise contact all Eligible
Employees.  For the avoidance of doubt, notice shall be deemed to have
been validly delivered to every Eligible Employee notwithstanding that certain
individual Eligible Employees do not receive actual notice, if the Company makes
reasonable, good faith efforts as provided in the preceding
sentence.

      


      D.  Participation in Partners
Plan and Senior Partners Plan

      


      The
Compensation Committee may from time to time designate successor or alternative
plans to the Partners Plan and/or the Senior Partners Plan (including levels of
participation in any such successor or alternative plan) by reference to which
status as an Eligible Employee (or benefit levels under this Plan) is
established.  This Plan shall in no way limit the ability of the
Company or Compensation Committee to change or terminate an employee’s
participation in the Partners Plan and/or the Senior Partners Plan (or any
successor or alternative plan), which may in turn cause such employee to cease
to be an Eligible Employee.

      


      IX.  Withholding
Taxes

      


      The Company may withhold from any
amounts payable under this Plan such federal, state, local or other taxes as may
be required to be withheld pursuant to any applicable law or
regulation.

      


      X.  Miscellaneous

      


      A.  No Effect on Other
Benefits

      


      Any Severance received by an Eligible
Employee under this Plan shall not be counted as compensation for purposes of
determining benefits under other benefit plans, programs, policies and
agreements, except to the extent expressly provided therein or in this
Plan.

      


      B.  Unfunded
Obligation

      


      Any Severance and benefits provided
under this Plan shall constitute an unfunded obligation of the
Company.  Severance Installments and other benefits paid under this
Plan will be made, when due, entirely by the Company from its general
assets.  This Plan shall constitute solely an unsecured promise by the
Company to provide Severance to Eligible Employees to the extent provided
herein.  For the avoidance of doubt, any pension, health or life
insurance benefits to which an Eligible Employee may be entitled under this Plan
shall be provided under other applicable employee benefit plans of the
Company.  This Plan does not provide the substantive benefits under
such other employee benefit plans, and nothing in this Plan shall restrict the
Company’s ability to amend, modify or terminate such other employee benefit
plans.

      


      C.  Employment Status

      


      The Plan is not a contract of
employment, does not guarantee the Eligible Employee employment for any
specified period and does not limit the right of the Company or any subsidiary
of the Company to terminate the employment of the Eligible Employee at any time
for any reason or no reason or to change the status of any Eligible Employee’s
employment or to change any employment policies.

      


      D.  Section Headings

      


      The section headings contained in this
Plan are included solely for convenience of reference and shall not in any way
affect the meaning of any provision of this Plan.

      


      E.  Governing Law

      


      The Plan shall be governed by the laws
of the State of New Yor.

      


      F.  Assignment

      


      This Plan shall inure to the benefit of
and shall be enforceable by an Eligible Employee’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  If an Eligible Employee should die while any
amount is still payable to the Eligible Employee under this Plan had the
Eligible Employee continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Plan, or as
determined by the Compensation Committee, to the Eligible Employee’s
estate.  An Eligible Employee’s rights under this Plan shall not
otherwise be transferable or subject to lien or attachment.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
A

      


      TRANSATLANTIC
HOLDINGS, INC.

      RELEASE
AND RESTRICTIVE COVENANT AGREEMENT

      


      This Release and Restrictive Covenant
Agreement (the “Agreement”) is entered into by and between
___­_____________________ (the “Employee”) and Transatlantic Holdings, Inc.,
a Delaware Corporation (the “Company”).

      


      Unless
the context otherwise requires each term defined in the Transatlantic Holdings,
Inc. Executive Severance Plan (the “Plan”) has the same meaning when used in
this Agreement.

       

      I.           Termination
of Employment

       

       The Employee’s employment with
the Company and each of its subsidiaries and controlled affiliates (collectively
“TRH”) shall terminate on _______________ (the “Termination Date”) and, as of
that date, the Employee shall cease performing the Employee’s employment duties
and responsibilities for TRH and shall no longer report to work for
TRH.  For purposes of this Agreement, the term “controlled affiliates”
means an entity of which the Company directly or indirectly owns or controls a
majority of the voting shares.

      


      II.           Severance

      


      The Employee shall receive Severance
Installments (as defined in the Plan) in the gross amount of $_______________,
less applicable tax and benefit withholdings paid out over ________ months (in
equal weekly, biweekly, or monthly installments) in accordance with Section IV.B
of the Plan and the Company’s normal payroll practices.  The Employee
shall also be paid accrued wages, reimbursed expenses and ________ days of
accrued, unused vacation pay as set forth in Section IV.A of the
Plan.

      


      III.    Other
Benefits

      


      Nothing in this Agreement modifies or
affects any of the terms of any benefit plans or programs (including, without
limitation, the Company’s right to alter the terms of such plans or
programs).  No further contributions or employer matching
contributions shall be made on behalf of the Employee to any Company 401(k) or
other savings or thrift plan after the Termination Date and Employee shall no
longer be eligible for coverage under the short-term and long-term disability
programs or the Employee Stock Purchase Plan after the Termination
Date.  The Employee shall not accrue vacation after the Termination
Date. Except as set forth in this Agreement, there are no other payments or
benefits due to the Employee from the Company (except those benefits as set
forth in Sections IV.C through F of the Plan); the items set forth on Schedule 1
of this Agreement are the only payments due to the Employee under Sections IV.B
through F of the Plan.  The Employee acknowledges and agrees that the
Company has made no representations to the Employee as to the applicability of
Section 409A of the Internal Revenue Code to any of the payments or benefits
provided to the Employee pursuant to the Plan or this Agreement.

      


       IV.    Release of
Claims

      


      In partial consideration of the
payments and benefits described in Section IV of the Plan, to which the Employee
agrees the Employee is not entitled until and unless he executes this Agreement,
the Employee, for and on behalf of the Employee and the Employee’s heirs and
assigns, subject to the following two sentences hereof, hereby waives and
releases any common law, statutory or other complaints, claims, charges or
causes of action of any kind whatsoever, both known and unknown, in law or in
equity, which the Employee ever had, now has or may have against TRH and its
shareholders (other than C.V. Starr & Co., Inc. and Starr International
Company, Inc.), successors, assigns, directors, officers, partners, members,
employees or agents (collectively, the “Releasees”), including, without
limitation, any complaint, charge or cause of action arising under federal,
state or local laws pertaining to employment, including the Age Discrimination
in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the
basis of age), the National Labor Relations Act, the Civil Rights Act of 1991,
the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act
of 1964, all as amended; and all other federal, state and local laws and
regulations. By signing this Agreement, the Employee acknowledges that the
Employee intends to waive and release any rights known or unknown that the
Employee may have against the Releasees under these and any other laws; provided, that the Employee
does not waive or release claims with respect to the right to enforce the
Employee’s rights under this Agreement (the “Unreleased Claims”).  In
addition, the Employee agrees the Employee waives any claim to reinstatement or
re-employment with TRH, the Employee shall not seek or accept employment with
TRH after the Termination date and the Employee agrees not to bring any claim
based upon the failure or refusal of TRH to employ the Employee
hereafter.

      


      V.
Proceedings

      


      The Employee acknowledges that the
Employee has not filed any complaint, charge, claim or proceeding, except with
respect to an Unreleased Claim, if any, against any of the Releasees before any
local, state or federal agency, court or other body (each individually a
“Proceeding”).  The Employee represents that the Employee is not aware
of any basis on which such a Proceeding could reasonably be
instituted.  By signing this Agreement the Employee:

      


      (a)  Acknowledges that the
Employee shall not initiate or cause to be initiated on his behalf any
Proceeding and shall not participate in any Proceeding, in each case, except as
required by law;

      


      (b)  Waives any right he may
have to benefit in any manner from any relief (whether monetary or otherwise)
arising out of any Proceeding, including any Proceeding conducted by the Equal
Employment Opportunity Commission (“EEOC”); and

      


      (c)  Acknowledges that the
Employee shall be limiting the availability of certain remedies that the
Employee may have against TRH and limiting also the Employee’s ability to pursue
certain claims against the Releasees.

      


      Notwithstanding
the above, nothing in Section V of this Agreement shall prevent the Employee
from:

      


      (x)  Initiating or causing to
be initiated on his or her behalf any complaint, charge, claim or proceeding
against the Company before any local, state or federal agency, court or other
body challenging the validity of the waiver of his or her claims under the ADEA
contained in Section IV of this Agreement (but no other portion of such waiver),
or

      


      (y)  Initiating or
participating in an investigation or proceeding conducted by the
EEOC.

      


      VI.
Time to Consider

      


      The payments and benefits payable to
the Employee under this Agreement include consideration provided to Employee
over and above anything of value to which the Employee already is
entitled.  The Employee acknowledges that the Employee has been
advised that the Employee has 21 days from the date of the Employee’s receipt of
this Agreement to consider all the provisions of this Agreement.

      


      THE EMPLOYEE FURTHER ACKNOWLEDGES THAT
THE EMPLOYEE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY
TO, CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW THE
EMPLOYEE IS GIVING UP CERTAIN RIGHTS WHICH THE EMPLOYEE MAY HAVE TO SUE OR
ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN SECTION IV OF THIS
AGREEMENT AND THE OTHER PROVISIONS HEREOF. THE EMPLOYEE ACKNOWLEDGES THAT THE
EMPLOYEE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS
AGREEMENT, AND THE EMPLOYEE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

      


      VII.
Revocation

      


      The Employee hereby acknowledges and
understands that the Employee shall have seven days from the date of the
Employee’s execution of this Agreement to revoke this Agreement (including,
without limitation, any and all claims arising under the ADEA) by providing
written notice of revocation delivered to the General Counsel of the Company no
later than 5:00 p.m. on the seventh day after the Employee has signed the
Agreement.  Neither the Company nor any other person is obligated to
provide any benefits to the Employee pursuant to Section IV of the Plan until
eight days have passed since the Employee’s signing of this Agreement without
the Employee having revoked this Agreement.   If the Employee
revokes this Agreement pursuant to this Section, the Employee shall be deemed
not to have accepted the terms of this Agreement, and no action shall be
required of TRH under any section of this Agreement.

      


      VIII.
No Admission

      


      This Agreement does not constitute an
admission of liability or wrongdoing of any kind by the Employee or
TRH.

      


      IX.
Restrictive Covenants

      


      A. 
Non-Competition/Non-Solicitation

      


      The Employee acknowledges and
recognizes the highly competitive nature of the businesses of TRH and
accordingly agrees as follows:

      


      1. During the period commencing on the
Employee’s Termination Date and ending on the earlier of the (i) the one-year
anniversary of such date and (ii) the expiration of the “Severance Period” (as
defined in the Plan) (the “Restricted
Period”).  The Employee shall not, directly or
indirectly:

      


      (a)  Engage in any
“Competitive Business” (defined below) for the Employee’s own
account;

      


      (b)  Enter the employ of, or
render any services to, any person engaged in any Competitive
Business;

      


      (c)  Acquire a financial
interest in, or otherwise become actively involved with, any person engaged in
any Competitive Business, directly or indirectly, as an individual, partner,
shareholder, officer, director, principal, agent, trustee or consultant;
or

      


      (d)  Interfere with business
relationships between TRH and customers or suppliers of, or consultants to
TRH.

      


      2. For purposes of this Section IX, a
“Competitive Business”
means, as of any date, including during the Restricted Period, any person or
entity (including any joint venture, partnership, firm, corporation or limited
liability company) that engages in or proposes to engage in the following
activities in any geographical area in which TRH does business:

      


      (a)  The property and
casualty insurance business, including commercial insurance, business insurance,
personal insurance and specialty insurance;

      


      (b)  The life and accident
and health insurance business;

      


      (c)  The underwriting,
reinsurance, marketing or sale of (y) any form of insurance of any kind that TRH
as of such date does, or proposes to, underwrite, reinsure, market or sell (any
such form of insurance, an “TRH Insurance Product”), or
(z) any other form of insurance that is marketed or sold in competition with any
TRH Insurance Product;

      


      (d)  The investment and
financial services business, including retirement services and mutual funds
services; or

      


      (e)  Any other business that
as of such date is a direct and material competitor of one of TRH’s
businesses.

      


      3.  Notwithstanding anything
to the contrary in this Agreement, the Employee may directly or indirectly, own,
solely as an investment, securities of any person engaged in the business of TRH
which are publicly traded on a national or regional stock exchange or on the
over-the-counter market if the Employee (a) is not a controlling person of, or a
member of a group which controls, such person and (b) does not, directly or
indirectly, own one percent or more of any class of securities of such
person.

      


      4.  During the Restricted
Period, the Employee shall not, directly or indirectly, without TRH’s written
consent, hire, solicit or encourage to cease to work with TRH or any employee of
TRH

      


      5.  The Employee understands
that the provisions of this Section IX.A may limit the Employee’s ability to
earn a livelihood in a business similar to the business of TRH but the Employee
nevertheless agrees and hereby acknowledges that:

      


      (a)  Such provisions do not
impose a greater restraint than is necessary to protect the goodwill or other
business interests of TRH;

      


      (b)  Such provisions contain
reasonable limitations as to time and scope of activity to be
restrained;

      


      (c)  Such provisions are not
harmful to the general public; and

      


      (d)  Such provisions are not
unduly burdensome to the Employee.  In consideration of the foregoing
and in light of the Employee’s education, skills and abilities, the Employee
agrees that he shall not assert that, and it should not be considered that, any
provisions of Section IX.A otherwise are void, voidable or unenforceable or
should be voided or held unenforceable.

      


      6.  It is expressly
understood and agreed that, although the Employee and the Company consider the
restrictions contained in this Section IX.A to be reasonable, if a judicial
determination is made by a court of competent jurisdiction that the time or
territory or any other restriction contained in this Section IX.A or elsewhere
in this Agreement is an unenforceable restriction against the Employee, the
provisions of the Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such maximum
extent as such court may judicially determine or indicate to be
enforceable.  Alternatively, if any court of competent jurisdiction
finds that any restriction contained in this Agreement is unenforceable, and
such restriction cannot be amended so as to make it enforceable, such finding
shall not affect the enforceability of any of the other restrictions contained
herein.

      


      B.  Nondisparagement

      


      The Employee agrees (whether during or
after the Employee’s employment with TRH) not to issue, circulate, publish or
utter any false or disparaging statements, remarks or rumors about TRH or the
officers, directors or managers of TRH other than to the extent reasonably
necessary in order to (a) assert a bona fide claim against TRH arising out of
the Employee’s employment with TRH, or (b) respond in a truthful and appropriate
manner to any legal process or give truthful and appropriate testimony in a
legal or regulatory proceeding.

      


      C.  Code of Conduct

      


      The Employee agrees to abide by all of
the terms of the Company’s Code of Conduct or the Director, Executive Officer
and Senior Financial Officer Code of Business Conduct and Ethics that continue
to apply after termination of employment.

      


      D.  Confidentiality/Company
Property

      


      The
Employee acknowledges that the disclosure of this Agreement or any of the terms
hereof could prejudice TRH and would be detrimental to TRH’s continuing
relationship with its employees.  Accordingly, the Employee agrees not
to discuss or divulge either the existence or contents of this Agreement to
anyone other than the Employee’s immediate family, attorneys or tax advisors,
and further agrees to use the Employee’s best efforts to ensure that none of
those individuals will reveal its existence or contents to anyone
else.  The Employee shall not, without the prior written consent of
TRH, use, divulge, disclose or make accessible to any other person, firm,
partnership, corporation or other entity, any “Confidential Information” (as
defined below), or any “Personal Information” (as defined below); provided that the Employee
may disclose such information when required to do so by a court of competent
jurisdiction, by any governmental agency having supervisory authority over the
business of TRH, as the case may be, or by any administrative body or
legislative body (including a committee thereof) with jurisdiction to order the
Employee to divulge, disclose or make accessible such information; provided, further, that in
the event that the Employee is ordered by a court or other government agency to
disclose any Confidential Information or Personal Information, the Employee
shall:

      


      (a) Promptly notify TRH of such
order;

      


      (b)  At the written request
of TRH, diligently contest such order at the sole expense of TRH;
and

      


      (c)  At the written request
of TRH, seek to obtain, at the sole expense of TRH, such confidential treatment
as may be available under applicable laws for any information disclosed under
such order.

      


      Upon the
Termination Date the Employee shall return TRH property, including, without
limitation, files, records, disks and any media containing Confidential
Information or Personal Information. For purposes of this Section
IX.D:

      


       “Confidential Information”
shall mean information concerning the financial data, strategic business plans,
product development (or other proprietary product data), customer lists,
marketing plans and other, proprietary and confidential information relating to
the business of TRH or customers, that, in any case, is not otherwise available
to the public (other than by the Employee’s breach of the terms
hereof).

      


      “Personal Information” shall
mean any information concerning the personal, social or business activities of
the officers or directors of the Company.

      


      E.  Developments

      


      Developments shall be the sole and
exclusive property of TRH. The Employee agrees to, and hereby does, assign to
TRH, without any further consideration, all of the Employee’s right, title and
interest throughout the world in and to all Developments. The Employee agrees
that all such Developments that are copyrightable may constitute works made for
hire under the copyright laws of the United States and, as such, acknowledges
that TRH is the author of such Developments and owns all of the rights comprised
in the copyright of such Developments.  The Employee hereby assigns to
TRH without any further consideration all of the rights comprised in the
copyright and other proprietary rights the Employee may have in any such
Development to the extent that it might not be considered a work made for hire.
The Employee shall make and maintain adequate and current written records of all
Developments and shall disclose all Developments promptly, fully and in writing
to the Company promptly after development of the same, and at any time upon
request.

      


      “Developments” shall mean all
discoveries, inventions, ideas, technology, formulas, designs, software,
programs, algorithms, products, systems, applications, processes, procedures,
methods and improvements and enhancements conceived, developed or otherwise made
or created or produced by the Employee alone or with others, and in any way
relating to the business or any proposed business of TRH of which the Employee
has been made aware, or the products or services of TRH of which the Employee
has been made aware, whether or not subject to patent, copyright or other
protection and whether or not reduced to tangible form, at any time during the
Employee’s employment with TRH.

      


      F.  Cooperation

      


      The Employee agrees (whether during or
after the Termination Date) to cooperate:

      


      (a) With TRH in connection with any
litigation or regulatory matters in which the Employee may have relevant
knowledge or information, and

      


      (b) With all government authorities on
matters pertaining to any investigation, litigation or administrative proceeding
pertaining to TRH.

      


      This
cooperation shall include, without limitation, the following:

      


      (x) To
meet and confer, at a time mutually convenient to the Employee and TRH, with
TRH’s designated in-house or outside attorneys for trial preparation purposes,
including answering questions, explaining factual situations, preparing to
testify, or appearing for deposition;

      


      (y) To
appear for trial and give truthful trial testimony without the need to serve a
subpoena for such appearance and testimony; and

      


      (z) To
give truthful sworn statements to TRH’s attorneys upon their request and, for
purposes of any deposition or trial testimony, to adopt TRH’s attorneys as
Employee’s own (provided that there is no
conflict of interest that would disqualify the attorneys from representing
Employee), and to accept their record instructions at deposition.

      


      The
Company agrees to reimburse Employee for reasonable out-of-pocket expenses
necessarily incurred by Employee in connection with the cooperation set forth in
this paragraph.

      


      X.
Enforcement

      


      If at any
time (a) the Employee breaches any of the provisions of this Agreement or (b)
the Plan Administrator of the Plan determines that grounds existed, on or prior
to the Termination Date, including prior to the Effective Date of the Plan, for
TRH to terminate the Employee’s employment for “Cause” (as defined in the Plan),
(y) no further payments or benefits shall be due to the Employee under this
Agreement and/or the Plan; and (z) the Employee shall be obligated to repay to
TRH, immediately and in a cash lump sum, the amount of any Severance
Installments and other Severance benefits (other than any amounts received by
the Employee under Section IV.D, E or F) previously received by the Employee
under this Agreement and/or the Plan (which shall, for the avoidance of doubt,
be calculated on a pre-tax basis); provided that the Employee
shall in all events be entitled to receive accrued wages and expense
reimbursement and accrued but unused vacation pay as set forth in Section IV.A
of the Plan.

      


      The
Employee acknowledges and agrees that TRH’s remedies at law for a breach or
threatened breach of any of the provisions of Sections IX.A, B, D and E of this
Agreement would be inadequate, and, in recognition of this fact, the Employee
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, TRH, without posting any bond, shall be entitled to obtain
equitable relief in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which may
then be available. In addition, TRH shall be entitled to immediately cease
paying any amounts remaining due or providing any benefits to the Employee
pursuant to Section IV of the Plan upon a determination by the “Plan
Administrator” (as defined in the Plan) that the Employee has violated any
provision of Section IX of this Agreement, subject to payment of all such
amounts upon a final determination, by a court of competent jurisdiction, that
the Employee had not violated Section IX of this Agreement.

      


      XI.
General Provisions

      


      A.  No Waiver;
Severability

      


      A failure of the Company or any of the
Releasees to insist on strict compliance with any provision of this Agreement
shall not be deemed a waiver of such provision or any other provision hereof. If
any provision of this Agreement is determined to be so broad as to be
unenforceable, such provision shall be interpreted to be only so broad as is
enforceable, and in the event that any provision is determined to be entirely
unenforceable, such provision shall be deemed severable, such that all other
provisions of this Agreement shall remain valid and binding upon the Employee
and the Releasees.

      


      B.  Governing Law

      


      THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO
ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER
JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE
STATE OF NEW YORK. THE EMPLOYEE CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE
FEDERAL AND STATE COURTS IN NEW YORK.

      


      C.  Entire
Agreement/Counterparts

      


      This Agreement constitutes the entire
understanding and agreement between the Company and the Employee with regard to
all matters herein. There are no other agreements, conditions, or
representations, oral or written, express or implied, with regard
thereto.  This Agreement may be amended only in writing, signed by the
parties hereto.  This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

      


      D.  Notice

      


      For the purpose of this Agreement,
notices and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given if delivered: (a)
personally; (b) by overnight courier service; (c) by facsimile transmission; or
(d) by United States registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses, as set forth below, or to such other
address as either party may have furnished to the other in writing in accordance
herewith; provided that
notice of change of address shall be effective only upon
receipt.  Notices shall be deemed given as follows: (x) notices sent
by personal delivery or overnight courier shall be deemed given when delivered;
(y) notices sent by facsimile transmission shall be deemed given upon the
sender’s receipt of confirmation of complete transmission; and (z) notices sent
by United States registered mail shall be deemed given two days after the date
of deposit in the United States mail.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      If to
Executive, to the address as shall most currently appear on the records of the
Company.

      


      


      If to the
Company, to:

      


      Transatlantic
Holdings, Inc.

      80 Pine
Street

      New York,
NY 10005

      Fax:
212-248-0965

      Attn:
General Counsel

      


      Attn:
______________________________

      


      IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.

      


      EMPLOYEE

       

      
        


        
          	
                  By:

                	
                  ______________________________

                


        

        
          	
                   
      

                	
                  Name:

                


        

        
          	
                   
      

                	
                  Title:

                


TRANSATLANTIC
HOLDINGS, INC.

      

      


      
        


        
          	
                  By:

                	
                  ______________________________

                


        

        
          	
                   
      

                	
                  Name:

                


        

        
          	
                   
      

                	
                  Title:

                




      

      
      

      
      

      
      

       

      
        	
                By:

              	
                ______________________________

              


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title: