Max Re NonVoting Common Shares

Max Re NonVoting Common Shares. Means the shares of Max Re issued and outstanding or to be issued as non-voting common shares, initially having a par value $1.00 per share, and includes a fraction of a non-voting common share, which shares may be exchanged for Common Shares on a one-to-one basis under certain circumstances and subject to compliance with the Company's Bye-Laws and the laws of Bermuda.