has8ex4_d.htm


     

     

     

    Exhibit 4(d)

     

    
      


       

      TRANSATLANTIC
HOLDINGS, INC.

       

      2008
NON-EMPLOYEE DIRECTORS’

       

      STOCK
PLAN

       

      ARTICLE
A—Purpose.

       

      The
purpose of the Transatlantic Holdings, Inc. 2008 Non-Employee Directors’ Stock
Plan (the “Plan”) is to strengthen the alignment of interests between the
non-employee directors (“Participants”) and the stockholders of Transatlantic
Holdings, Inc. (the “Company”) through the increased ownership of shares of the
Company’s common stock (“Common Stock”) by Participants or other equity
instruments that track the value of the Company’s Common Stock. This will be
accomplished by granting Participants (i) restricted stock units or other awards
related to the price of Common Stock (“RSUs”), (ii) shares of Common Stock
restricted in a manner determined by the Committee (“Restricted Shares”), (iii)
non-qualified options to purchase shares of Common Stock (“Stock Options”)
and/or (iv) stock appreciation rights (“SARs” and together with RSUs, Restricted
Shares and Stock Options, “Awards”).

       

      ARTICLE
B—Administration.

      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                1.

              	 
      	 
      	 
      	
                The
      Plan shall be administered by the Nominating and Corporate Governance
      Committee of the Board of Directors of the Company (the “Board”), or such
      other committee as may be designated by the Board (the “Committee”). The
      Committee shall consist of not less than two (2) members of the Board who
      are “Non-Employee Directors” as defined in Rule 16b-3 under the Securities
      Exchange Act of 1934, as amended, or any successor rule or definition
      adopted by the Securities and Exchange Commission, or such other number of
      Non-Employee Directors required from time to time by such rule or any
      successor rule adopted by the Securities and Exchange Commission, to be
      appointed by the Board from time to time and to serve at the discretion of
      the Board. The Committee may establish such regulations, provisions and
      procedures within the terms of the Plan as, in its opinion, may be
      advisable for the administration and operation of the Plan, and may
      designate the Secretary of the Company or other employees of the Company
      to assist the Committee in the administration and operation of the Plan
      and may grant authority to such persons to execute documents on behalf of
      the Committee. The Committee shall report to the Board on the
      administration of the Plan not less than once each
year.

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                2.

              	 
      	 
      	 
      	
                Subject
      to the express provisions of the Plan, the Committee shall have authority
      to: (i) grant Participants RSUs, subject to such conditions or
      restrictions, if any, as the Committee may determine; (ii) grant
      Participants Restricted Shares, subject to such conditions or
      restrictions, if any, as the Committee may determine; (iii) grant
      Participants Stock Options, subject to such conditions or restrictions, if
      any, as the Committee may determine; (iv) grant Participants SARs, subject
      to such conditions or restrictions, if any, as the Committee may determine
      and (v) make all other determinations it deems necessary or advisable for
      administering the Plan.

              


      

       

      ARTICLE
C—Participation.

       

      Participation
in the Plan shall be limited to non-employee directors of the
Company.

       

      ARTICLE
D—Shares Subject to Use Under the Plan.

       

      Shares of
Common Stock delivered by the Company upon the exercise of Stock Options or
SARs, the vesting of RSUs or the granting of Restricted Shares shall be
authorized but unissued shares or unused Treasury shares of Common Stock. The
maximum aggregate number of shares of Common Stock available for issuance under
the Plan shall be 100,000.

       

      ARTICLE
E—Stock Options and SARs

      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                1.

              	 
      	 
      	 
      	
                The
      Committee may, from time to time, grant Participants one or more Stock
      Options to purchase shares of Common Stock, each having an exercise price
      equal to no less than the closing price of the Common Stock on the New
      York Stock Exchange on the date of the grant.

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                2.

              	 
      	 
      	 
      	
                The
      Committee may, from time to time, grant Participants one or more SARs,
      each entitling the Participant to receive, upon exercise, a redemption
      differential, payable either in shares of Common Stock or cash, for each
      such SAR, equal to the difference between the closing price of the Common
      Stock on the New York Stock Exchange on the date of exercise and the
      exercise price of the SAR then being exercised. The exercise price for
      each SAR granted under this Plan shall be the closing price of the Common
      Stock on the New York Stock Exchange on the date of
  grant.

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                3.

              	 
      	 
      	 
      	
                Stock
      Options and SARs are not transferable other than by will or by the laws of
      descent and distribution. For purposes of exercising Stock Options or SARs
      after the death of the Participant, the duly appointed executors and
      administrators of the estate of the deceased Participant shall have the
      same rights with respect to the Stock Options and SARs as legatees or
      distributees would have after distribution to them from the Participant’s
      estate, subject in all respects to Article I hereof.

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                4.

              	 
      	 
      	 
      	
                Upon
      the exercise of a Stock Option, payment in full of the exercise price
      shall be made by the Participant. The exercise price may be paid by the
      Participant in (i) cash, (ii) shares of Common Stock to be valued at their
      fair market value on the date of exercise or (iii) a combination thereof
      as determined by the Committee.

              


      

       

      ARTICLE
F—Adjustments.

       

      In the
event of any reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, share exchange,
reclassification, distribution, spin-off or other change affecting the corporate
structure, capitalization or Common Stock of the Company, (i) the number of
shares authorized to be issued under the Plan, (ii) the number of shares covered
by outstanding Stock Options, SARs, Restricted Shares or RSUs and (iii) the
exercise price of Stock Options or the exercise price of SARs shall be adjusted
appropriately and equitably to prevent dilution or enlargement of rights under
the Plan. Following any such change, the term “Common Stock” shall be deemed to
refer to such class of shares or other securities as may be
applicable.

       

      ARTICLE
G—Grant of Restricted Shares or RSUs.

      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                1.

              	 
      	 
      	 
      	
                The
      Committee may grant Restricted Shares or RSUs to Participants under the
      Plan subject to such terms and conditions or restrictions, if any, as the
      Committee may determine.

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                2.

              	 
      	 
      	 
      	
                Restricted
      Shares and RSUs are not transferable other than by will or by the laws of
      descent and distribution. After the death of the Participant, the duly
      appointed executors and administrators of the estate of the deceased
      Participant shall have the same rights with respect to the Restricted
      Shares and RSUs as legatees or distributees would have after distribution
      to them from the Participant’s estate, subject in all respects to Article
      I hereof.

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                3.

              	 
      	 
      	 
      	
                In
      general, the Company shall deliver shares of the Common Stock upon the
      vesting of an RSU; provided, however, that the Committee may determine
      prior to the grant of an RSU that the Participant may elect for the shares
      of the Common Stock (or cash in lieu thereof) to be delivered at such time
      or times subsequent to vesting in a manner permitted by Section 409A of
      the Internal Revenue Code of 1986, as amended (the
  “Code”).

              


      

       

      ARTICLE
H—Additional Provisions.

      
        	 
      	 
      	 
      	 
      	 
      
	
                1.

              	 
      	 
      	 
      	
                The
      Board may, at any time, repeal or amend the Plan except that no such
      amendment may amend this paragraph, increase the total aggregate number of
      shares subject to the Plan or alter the persons eligible to receive shares
      under the Plan. Participants and the Company shall be bound by any such
      amendments as of their effective dates, but if any outstanding grants are
      materially affected adversely, notice thereof shall be given to
      Participants holding such grants and such amendments shall not be
      applicable without such Participants’ written consent. If the Plan is
      repealed in its entirety, all theretofore granted Awards subject to
      conditions or restrictions granted pursuant to the Plan shall continue to
      be subject to such conditions or restrictions. Notwithstanding this or any
      other provision of this Plan, Stock Options and SARs may not be re-priced
      except in accordance with Article F hereof and Section 409A of the
      Code.

              


      

      


      
        	
                2.

              	 
      	 
      	 
      	
                No
      Participant shall have any rights as a stockholder with respect to any
      shares of Common Stock subject to his or her Awards prior to the date on
      which he or she is recorded as the holder of such shares on the books and
      records of the Company.

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                3.

              	 
      	 
      	 
      	
                The
      Company may make such provisions and take such steps as it may deem
      necessary or appropriate for the withholding of all federal, state, local
      and other taxes required by law to be withheld with respect to Awards,
      requiring a Participant, beneficiary or legal representative to pay in
      cash to the Company the amount required to be withheld or to execute such
      documents as the Company deems necessary or desirable to enable it to
      satisfy its withholding obligations as a condition of releasing the Common
      Stock.

              


      

       

      ARTICLE
I—Consent.

       

      Every
Participant who receives an Award pursuant to the Plan shall be bound by the
terms and provisions of the Plan and of any grant agreement referable thereto,
and the acceptance of any grant of Awards pursuant to the Plan shall constitute
a binding agreement between the Participant and the Company and any successors
in interest to any of them. The Plan shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of laws.

       

      ARTICLE
J—Duration of Plan.

       

      The Plan
shall be effective as of March 25, 2008, subject to approval of the Plan by the
holders of stock entitled to vote at the Company’s 2008 Annual Meeting of
Stockholders and terminate on December 31, 2018 unless a different termination
date is fixed by the stockholders or by action of the Board, but no such
termination shall affect the prior rights under the Plan of the Company or of
anyone to whom an Award has been granted prior to such termination.