Transatlantic Holdings (TRH)

a. Stock Options

The Committee is authorized to grant stock options to participants. The stock options may be either nonqualified stock options or incentive stock options. The exercise price of any stock option must be equal to or greater than the fair market value of a share on the date the stock option is granted. The term of a stock option cannot exceed ten (10) years except in the case of death whereby the option term will end upon the later of (i) ten (10) years from the date of grant and (ii) the one year anniversary of the date of death.

Subject to the terms of the 2009 Plan, the option’s terms and conditions, which include but are not limited to, exercise price, vesting, treatment of the award upon termination of employment, and expiration of the option, will be determined by the Committee and set forth in an award agreement.

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Payment for shares purchased upon exercise of an option must be made in full at the time of purchase. The exercise price may be paid (i) in cash or its equivalent (e.g., check); (ii) if permitted by the Committee, in shares of Common Stock already owned by the participant, on terms determined by the Committee; (iii) in the form of other property as determined by the Committee; (iv) through participation in a “cashless exercise” procedure through a registered broker dealer, on terms acceptable to the Committee; or (v) by a combination of the foregoing.