EXHIBIT 4(d)
                        TRANSATLANTIC HOLDINGS, INC.
                         2003 STOCK INCENTIVE PLAN
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                             TABLE OF CONTENTS

Page
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                                 ARTICLE I

                                  GENERAL

1.1    Purpose............................................................    2
1.2    Definitions of Certain Terms.......................................    2
1.3    Administration.....................................................    3
1.4    Persons Eligible for Awards........................................    4
1.5    Types of Awards Under Plan.........................................    4
1.6    Shares of Common Stock Available for Awards........................    4

                                   ARTICLE II

                              AWARDS UNDER THE PLAN

2.1    Agreements Evidencing Awards.......................................    5
2.2    No Rights as a Shareholder.........................................    5
2.3    Grant of Restricted Shares of Common Stock.........................    5
2.4    Grant of Restricted Stock Units....................................    5
2.5    Grant of Dividend Equivalent Rights................................    6
2.6    Other Stock-Based Awards...........................................    6
2.7    Certain Restrictions...............................................    6

                                   ARTICLE III

                                  MISCELLANEOUS

3.1    Amendment of the Plan..............................................    6
3.2    Tax Withholding....................................................    7
3.3    Required Consents and Legends......................................    7
3.4    Nonassignability; No Hedging.......................................    7
3.5    Successor Entity...................................................    8
3.6    Right of Discharge Reserved........................................    8
3.7    Nature of Payments.................................................    8
3.8    Non-Uniform Determinations.........................................    8
3.9    Other Payments or Awards...........................................    9
3.10   Plan Headings......................................................    9
3.11   Termination of Plan................................................    9
3.12   Governing Law......................................................    9
3.13   Severability; Entire Agreement.....................................    9
3.14   Waiver of Claims...................................................    9
3.15   No Third Party Beneficiaries.......................................   10
3.16   Successors and Assigns of TRH......................................   10
3.17   Date of Adoption and Approval of Shareholders......................   10

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                        TRANSATLANTIC HOLDINGS, INC.
                         2003 STOCK INCENTIVE PLAN
                                 ARTICLE I
                                  GENERAL

1.1 PURPOSE

The purpose of the Transatlantic Holdings, Inc. 2003 Stock Incentive Plan
is to attract, retain and motivate officers, directors, employees
(including prospective employees), consultants and others who may perform
services for the Company, to compensate them for their contributions to the
long-term growth and profits of the Company, and to encourage them to
acquire a proprietary interest in the success of the Company.

1.2 DEFINITIONS OF CERTAIN TERMS

'TRH' means Transatlantic Holdings, Inc. or a successor entity contemplated
by Section 3.5.

'Award' means an award made pursuant to the Plan.

'Award Agreement' means the written document by which each Award is
evidenced.

'Board' means the Board of Directors of TRH.

'Certificate' means a stock certificate (or other appropriate document or
evidence of ownership) representing shares of Common Stock of TRH.

'Code' means the Internal Revenue Code of 1986, as amended from time to
time, and the applicable rulings and regulations thereunder.

'Committee' shall have the meaning set forth in Section 1.3.1.

'Common Stock' means the common stock of TRH, par value $1.00 per share.

'Company' means TRH and its subsidiaries.

'Covered Person' shall have the meaning set forth in Section 1.3.3.

'Employment' means a grantee's performance of services for the Company, as
determined by the Committee. The terms 'employ' and 'employed' shall have
their correlative meanings.

'Exchange Act' means the Securities Exchange Act of 1934, as amended from
time to time, and the applicable rules and regulations thereunder.

'Fair Market Value' means, with respect to a share of Common Stock on any
day, the fair market value as determined in accordance with a valuation
methodology approved by the Committee.

'Plan' means the Transatlantic Holdings, Inc. 2003 Stock Incentive Plan, as
described herein and as hereafter amended from time to time.

1.3 ADMINISTRATION

1.3.1 Except as otherwise provided herein, the Plan shall be administered
by a committee (the 'Committee') of the Board to be drawn solely from
members of the Board who are not and have not been officers of the Company.
The Committee is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it deems necessary for the proper
administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan and any
Award granted thereunder as it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be final,
binding and conclusive on all grantees and on their legal representatives
and beneficiaries. The Committee shall have the authority, in its absolute
discretion, to determine the persons who shall receive Awards, the time
when Awards shall be granted, the terms of such Awards and the number of
shares of Common Stock, if any, which shall be subject to such Awards.
Unless otherwise provided in an Award Agreement, the Committee shall have
the authority, in its absolute discretion, to (i) amend any outstanding
Award Agreement in any respect, whether or not the rights of the grantee of
such Award are adversely affected, including, without limitation, to
accelerate the time or times at which the Award becomes vested,
unrestricted or may be exercised, waive or amend any goals, restrictions or
conditions set forth in such Award Agreement, or impose new goals,
restrictions and conditions, or reflect a change in the grantee's
circumstances and (ii) determine whether, to what extent and under what
circumstances and method or methods (A) Awards may be (1) settled in cash,
shares of Common Stock, other securities, other Awards or other property or
(2) canceled, forfeited or suspended, (B) shares of Common Stock, other
securities, other Awards or other property, and other amounts payable with
respect to an Award may be deferred either automatically or at the election
of the grantee thereof or of the Committee and (C) Awards may be settled by
the Company or any of its designees, provided that the Committee may not
amend the terms of any outstanding Award without shareholder approval,
unless such amendment is a result of a grantee's termination from
employment due to retirement, death, disability or a change of control.
Notwithstanding anything to the contrary contained herein, the Board may,
in its sole discretion, at any time and from time to time, grant Awards
(including grants to members of the Board who are not employees of the
Company) or administer the Plan, in which case the Board shall have all of
the authority and responsibility granted to the Committee herein. To the
extent any Award is made to an 'officer' (as defined for purposes of Rule
16a-1(f) under the Exchange Act) or director of TRH, the Award shall be
made by the full Board or a committee or subcommittee of the Board composed
of at least two `non-employee directors' (as defined in Rule 16b-3 under
the Exchange Act).

1.3.2 Actions of the Committee may be taken by the vote of a majority of
its members. The Committee may allocate among its members and delegate to
any person who is not a member of the Committee any of its administrative
responsibilities.

1.3.3 No member of the Board or the Committee or any employee of the
Company (each such person a 'Covered Person') shall have any liability to
any person (including any grantee) for any action taken or omitted to be
taken or any determination made in good faith with respect to the Plan or
any Award. Each Covered Person shall be indemnified and held harmless by
TRH against and from any loss, cost, liability, or expense (including
attorneys' fees) that may be imposed upon or incurred by such Covered
Person in connection with or resulting from any action, suit or proceeding
to which such Covered Person may be a party or in which such Covered Person
may be involved by reason of any action taken or omitted to be taken under
the Plan or any Award Agreement and against and from any and all amounts
paid by such Covered Person, with TRH's approval, in settlement thereof, or
paid by such Covered Person in satisfaction of any judgment in any such
action, suit or proceeding against such Covered Person, provided that TRH
shall have the right, at its own expense, to assume and defend any such
action, suit or proceeding and, once TRH gives notice of its intent to
assume the defense, TRH shall have sole control over such defense with
counsel of TRH's choice. The foregoing right of indemnification shall not
be available to a Covered Person to the extent that a court of competent
jurisdiction in a final judgment or other final adjudication, in either
case, not subject to further appeal, determines that the acts or omissions
of such Covered Person giving rise to the indemnification claim resulted
from such Covered Person's bad faith, fraud or willful misconduct. The
foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which Covered Persons may be entitled under
TRH's Certificate of Incorporation, as Amended or Amended and Restated
By-Laws, as a matter of law, or otherwise, or any other power that TRH may
have to indemnify such persons or hold them harmless.

1.4 PERSONS ELIGIBLE FOR AWARDS

Awards under the Plan may be made to such officers, directors, employees
(including prospective employees), consultants and other individuals who
may perform services for the Company, as the Committee may select, except
that no Award may be made to directors who are not employees of the Company
without shareholder approval.

1.5 TYPES OF AWARDS UNDER PLAN

Awards may be made under the Plan in the form of (a) restricted stock, (b)
restricted stock units, (c) dividend equivalent rights and (d) other
equity-based or equity-related Awards which the Committee determines to be
consistent with the purposes of the Plan and the interests of the Company.
TRH, however, will not grant stock options pursuant to the Plan.

1.6 SHARES OF COMMON STOCK AVAILABLE FOR AWARDS

1.6.1 Common Stock Subject to the Plan. Subject to adjustment as provided
in Section 1.6.2 hereof, the maximum number of shares that may be issued
under the Plan is five hundred thousand (500,000) shares of Common Stock.
Such shares of Common Stock may, in the discretion of the Committee, be
either authorized but unissued shares or shares previously issued and
reacquired by TRH. If any Award shall expire, terminate or otherwise lapse,
in whole or in part, any shares of Common Stock subject to such Award (or
portion thereof) shall again be available for issuance under the Plan.

1.6.2 Adjustments. The Committee shall have the authority (but shall not be
required) to adjust the number of shares of Common Stock authorized
pursuant to Section 1.6.1 and to adjust equitably (including, without
limitation, by payment of cash) the terms of any outstanding Awards
(including, without limitation, the number of shares of Common Stock
covered by each outstanding Award, the type of property to which the Award
is subject and the exercise or strike price of any Award), in such manner
as it deems appropriate to preserve the benefits or potential benefits
intended to be made available to grantees of Awards, for any increase or
decrease in the number of issued shares of Common Stock resulting from a
recapitalization, stock split, stock dividend, combination or exchange of
shares of Common Stock, merger, consolidation, rights offering, separation,
reorganization or liquidation, or any other change in the corporate
structure or shares of TRH. After any adjustment made pursuant to this
Section 1.6.2, the number of shares of Common Stock subject to each
outstanding Award shall be rounded down to the nearest whole number.

1.6.3 There shall be no limit on the amount of cash, securities (other than
shares of Common Stock as provided in this Section 1.6) or other property
that may be delivered pursuant to the Plan or any Award, provided, however,
that Awards with respect to no more than 25,000 shares of Common Stock may
be granted to any one grantee in any calendar year, and provided further,
that Awards of stock appreciation rights with respect to no more than
25,000 shares of Common Stock may be granted to any one grantee in any
calendar year.

                                 ARTICLE II
                           AWARDS UNDER THE PLAN

2.1 AGREEMENTS EVIDENCING AWARDS

Each Award granted under the Plan shall be evidenced by a written document
which shall contain such provisions and conditions as the Committee deems
appropriate. The Committee may grant Awards in tandem with or in
substitution for any other Award or Awards granted under this Plan or any
award granted under any other plan of the Company. By accepting an Award
pursuant to the Plan, a grantee thereby agrees that the Award shall be
subject to all of the terms and provisions of the Plan and the applicable
Award Agreement.

2.2 NO RIGHTS AS A SHAREHOLDER

No grantee of an Award shall have any of the rights of a shareholder of TRH
with respect to shares of Common Stock subject to such Award until the
delivery of such shares. Except as otherwise provided in Section 1.6.2, no
adjustments shall be made for dividends, distributions or other rights
(whether ordinary or extraordinary, and whether in cash, Common Stock,
other securities or other property) for which the record date is prior to
the date such shares are delivered.

2.3 GRANT OF RESTRICTED SHARES OF COMMON STOCK

The Committee may grant or offer for sale restricted shares of Common Stock
in such amounts and subject to Section 2.7 and such terms and conditions as
the Committee shall determine. Upon the delivery of such shares, the
grantee shall have the rights of a shareholder with respect to the
restricted stock, subject to Section 2.7 and any other restrictions and
conditions as the Committee may include in the applicable Award Agreement.
In the event that a Certificate is issued in respect of restricted shares
of Common Stock, such Certificate may be registered in the name of the
grantee but shall be held by TRH or its designated agent until the time the
restrictions lapse.

2.4 GRANT OF RESTRICTED STOCK UNITS

The Committee may grant Awards of restricted stock units in such amounts
and subject to Section 2.7 and such terms and conditions as the Committee
shall determine. A grantee of a restricted stock unit will have only the
rights of a general unsecured creditor of TRH until delivery of shares of
Common Stock, cash or other securities or property is made as specified in
the applicable Award Agreement. On the delivery date specified in the Award
Agreement, the grantee of each restricted stock unit not previously
forfeited or terminated shall receive one share of Common Stock, or cash,
securities or other property equal in value to a share of Common Stock or a
combination thereof, as specified by the Committee.

2.5 GRANT OF DIVIDEND EQUIVALENT RIGHTS

The Committee may include in the Award Agreement with respect to any Award
a dividend equivalent right entitling the grantee to receive amounts equal
to all or any portion of the dividends that would be paid on the shares of
Common Stock covered by such Award if such shares had been delivered
pursuant to such Award. The grantee of a dividend equivalent right will
have only the rights of a general unsecured creditor of TRH until payment
of such amounts is made as specified in the applicable Award Agreement. In
the event such a provision is included in an Award Agreement, the Committee
shall determine whether such payments shall be made in cash, in shares of
Common Stock or in another form, whether they shall be conditioned upon the
exercise of the Award to which they relate, the time or times at which they
shall be made, and such other terms and conditions as the Committee shall
deem appropriate.

2.6 OTHER STOCK-BASED AWARDS

The Committee may grant other types of equity-based or equity-related
Awards (including the grant or offer for sale of unrestricted shares of
Common Stock) in such amounts and subject to such terms and conditions, as
the Committee shall determine. Such Awards may entail the transfer of
actual shares of Common Stock to Award recipients, or payment in cash or
otherwise of amounts based on the value of shares of Common Stock, and may
include, without limitation, Awards designed to comply with or take
advantage of the applicable local laws of jurisdictions other than the
United States. Any Award made pursuant to this Section 2.6 to a director of
the Company or an executive officer of the Company (as defined in Rule 3b-7
under the Exchange Act), must be either (i) granted in lieu of salary or
cash bonus or (ii) limited in the aggregate to five percent (5%) of the
shares of Common Stock authorized under the Plan.

2.7 CERTAIN RESTRICTIONS

In the case of an Award in the form of restricted stock or restricted stock
units, at least three years must elapse before the delivery or payment of
shares of Common Stock, cash or other property, except in the case of (i)
termination of employment due to death, disability, retirement or change of
control or (ii) an Award that the Committee determines is performance
based, in which case at least one year must elapse.

                                ARTICLE III

                               MISCELLANEOUS

3.1 AMENDMENT OF THE PLAN

3.1.1 Unless otherwise provided in an Award Agreement, the Board may from
time to time suspend, discontinue, revise or amend the Plan in any respect
whatsoever, including in any manner that adversely affects the rights,
duties or obligations of any grantee of an Award.

3.1.2 Unless otherwise determined by the Board, shareholder approval of any
suspension, discontinuance, revision or amendment shall be obtained only to
the extent necessary to comply with any applicable law provided, however,
that, without shareholder approval, neither the Board nor the Committee may
amend the Plan to (i) materially increase the benefits accruing to grantees
under the Plan, (ii) materially increase the number of shares of Common
Stock which may be issued under the Plan, or (iii) materially modify the
requirements for participation in the Plan.

3.2 TAX WITHHOLDING

3.2.1 As a condition to the delivery of any shares of Common Stock pursuant
to any Award or the lifting or lapse of restrictions on any Award, or in
connection with any other event that gives rise to a federal or other
governmental tax withholding obligation on the part of the Company relating
to an Award (including, without limitation, FICA tax), (a) the Company may
deduct or withhold (or cause to be deducted or withheld) from any payment
or distribution to a grantee whether or not pursuant to the Plan or (b) the
Committee shall be entitled to require that the grantee remit cash to the
Company (through payroll deduction or otherwise), in each case in an amount
sufficient in the opinion of the Company to satisfy such withholding
obligation.

3.3 REQUIRED CONSENTS AND LEGENDS

3.3.1 If the Committee shall at any time determine that any consent (as
hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any Award, the delivery of shares of
Common Stock or the delivery of any cash, securities or other property
under the Plan, or the taking of any other action thereunder (each such
action being hereinafter referred to as a 'plan action'), then such plan
action shall not be taken, in whole or in part, unless and until such
consent shall have been effected or obtained to the full satisfaction of
the Committee. The Committee may direct that any Certificate evidencing
shares delivered pursuant to the Plan shall bear a legend setting forth
such restrictions on transferability as the Committee may determine to be
necessary or desirable, and may advise the transfer agent to place a stop
transfer order against any legended shares.

3.3.2 The term 'consent' as used in this Section 3.3 with respect to any
plan action includes (a) any and all listings, registrations or
qualifications in respect thereof upon any securities exchange or under any
federal, state, or local law, or law, rule or regulation of a jurisdiction
outside the United States, (b) or any other matter, which the Committee may
deem necessary or desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption from the
requirement that any such listing, qualification or registration be made,
(c) any and all other consents, clearances and approvals in respect of a
plan action by any governmental or other regulatory body or any stock
exchange or self-regulatory agency and (d) any and all consents required by
the Committee. Nothing herein shall require TRH to list, register or
qualify the shares of Common Stock on any securities exchange.

3.4 NONASSIGNABILITY; NO HEDGING

Except to the extent otherwise expressly provided in the applicable Award
Agreement or determined by the Committee, no Award (or any rights and
obligations thereunder) granted to any person under the Plan may be sold,
exchanged, transferred, assigned, pledged, hypothecated or otherwise
disposed of or hedged, in any manner (including through the use of any
cash-settled instrument), whether voluntarily or involuntarily and whether
by operation of law or otherwise, other than by will or by the laws of
descent and distribution, and all such Awards (and any rights thereunder)
shall be exercisable during the life of the grantee only by the grantee or
the grantee's legal representative. Any sale, exchange, transfer,
assignment, pledge, hypothecation, or other disposition in violation of the
provisions of this Section 3.4 shall be null and void and any Award which
is hedged in any manner shall immediately be forfeited. All of the terms
and conditions of this Plan and the Award Agreements shall be binding upon
any permitted successors and assigns.

3.5 SUCCESSOR ENTITY

Unless otherwise provided in the applicable Award Agreement and except as
otherwise determined by the Committee, in the event of a merger,
consolidation, mandatory share exchange or other similar business
combination of TRH with or into any other entity ('Successor Entity') or
any transaction in which another person or entity acquires all of the
issued and outstanding Common Stock of TRH, or all or substantially all of
the assets of TRH, outstanding Awards may be assumed or a substantially
equivalent award may be substituted by such successor entity or a parent or
subsidiary of such successor entity.

3.6 RIGHT OF DISCHARGE RESERVED

Nothing in the Plan or in any Award Agreement shall confer upon any grantee
the right to continued Employment by the Company or affect any right which
the Company may have to terminate such Employment.

3.7 NATURE OF PAYMENTS

3.7.1 Any and all grants of Awards and deliveries of Common Stock, cash,
securities or other property under the Plan shall be in consideration of
services performed or to be performed for the Company by the grantee.
Awards under the Plan may, in the discretion of the Committee, be made in
substitution in whole or in part for cash or other compensation otherwise
payable to a participant in the Plan. Only whole shares of Common Stock
shall be delivered under the Plan. Awards shall, to the extent reasonably
practicable, be aggregated in order to eliminate any fractional shares.
Fractional shares shall be rounded down to the nearest whole share and any
such fractional shares shall be forfeited.

3.7.2 All such grants and deliveries shall constitute a special
discretionary incentive payment to the grantee and shall not be required to
be taken into account in computing the amount of salary or compensation of
the grantee for the purpose of determining any contributions to or any
benefits under any pension, retirement, profit-sharing, bonus, life
insurance, severance or other benefit plan of the Company or under any
agreement with the grantee, unless the Company specifically provides
otherwise.

3.8 NON-UNIFORM DETERMINATIONS

The Committee's determinations under the Plan and Award Agreements need not
be uniform and may be made by it selectively among persons who receive, or
are eligible to receive, Awards under the Plan (whether or not such persons
are similarly situated). Without limiting the generality of the foregoing,
the Committee shall be entitled, among other things, to make non-uniform
and selective determinations under Award Agreements, and to enter into
non-uniform and selective Award Agreements, as to (a) the persons to
receive Awards, (b) the terms and provisions of Awards and (c) whether a
grantee's Employment has been terminated for purposes of the Plan.

3.9 OTHER PAYMENTS OR AWARDS

Nothing contained in the Plan shall be deemed in any way to limit or
restrict the Company from making any award or payment to any person under
any other plan, arrangement or understanding, whether now existing or
hereafter in effect.

3.10 PLAN HEADINGS

The headings in this Plan are for the purpose of convenience only and are
not intended to define or limit the construction of the provisions hereof.

3.11 TERMINATION OF PLAN

The Board reserves the right to terminate the Plan at any time; provided,
however, that in any case, the Plan shall terminate May 15, 2013, and
provided further, that all Awards made under the Plan prior to its
termination shall remain in effect until such Awards have been satisfied or
terminated in accordance with the terms and provisions of the Plan and the
applicable Award Agreements.

3.12 GOVERNING LAW

THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

3.13 SEVERABILITY; ENTIRE AGREEMENT

If any of the provisions of this Plan or any Award Agreement is finally
held to be invalid, illegal or unenforceable (whether in whole or in part),
such provision shall be deemed modified to the extent, but only to the
extent, of such invalidity, illegality or unenforceability and the
remaining provisions shall not be affected thereby; provided, that if any
of such provisions is finally held to be invalid, illegal, or unenforceable
because it exceeds the maximum scope determined to be acceptable to permit
such provision to be enforceable, such provision shall be deemed to be
modified to the minimum extent necessary to modify such scope in order to
make such provision enforceable hereunder. The Plan and any Award
Agreements contain the entire agreement of the parties with respect to the
subject matter thereof and supersede all prior agreements, promises,
covenants, arrangements, communications, representations and warranties
between them, whether written or oral with respect to the subject matter
thereof.

3.14 WAIVER OF CLAIMS

Each grantee of an Award recognizes and agrees that prior to being selected
by the Committee to receive an Award he or she has no right to any benefits
hereunder. Accordingly, in consideration of the grantee's receipt of any
Award hereunder, he or she expressly waives any right to contest the amount
of any Award, the terms of any Award Agreement, any determination, action
or omission hereunder or under any Award Agreement by the Committee, the
Company or the Board, or any amendment to the Plan or any Award Agreement
(other than an amendment to this Plan or an Award Agreement to which his or
her consent is expressly required by the express terms of an Award
Agreement).

3.15 NO THIRD PARTY BENEFICIARIES

Except as expressly provided therein, neither the Plan nor any Award
Agreement shall confer on any person other than the Company and the grantee
of any Award any rights or remedies thereunder. The exculpation and
indemnification provisions of Section 1.3.3 shall inure to the benefit of a
Covered Person's estate and beneficiaries and legatees.

3.16 SUCCESSORS AND ASSIGNS OF TRH

The terms of this Plan shall be binding upon and inure to the benefit of
TRH and any successor entity contemplated by Section 3.5.

3.17 DATE OF ADOPTION AND APPROVAL OF STOCKHOLDERS

The Plan is being adopted on May 15, 2003 by the Board subject to approval
by the stockholders of TRH at the 2003 Annual Meeting of Stockholders. Any
Awards granted under the Plan prior to the date of such stockholder
approval are expressly conditioned on such stockholder approval.