EXHIBIT 10.1 PXRE GROUP LTD. 2002 OFFICER INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT

Executive Compensation Plan Agreement

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PXRE GROUP LTD

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Title: EXHIBIT 10.1 PXRE GROUP LTD. 2002 OFFICER INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT
Governing Law: New York Date: 3/1/2005
Industry: INSPPY Sector: FINANC

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Prepared and filed by St Ives Burrups

EXHIBIT 10.1

PXRE GROUP LTD.

2002 OFFICER INCENTIVE PLAN

RESTRICTED SHARE AWARD AGREEMENT

This Agreement confirms the grant of Restricted Shares to you on February 24, 2005 by PXRE Group Ltd. (the “Company”) under the Company’s 2002 Officer Incentive Plan (the “Plan”), upon the following terms and conditions.

1. Grant of Restricted Shares.

(a) Delivery. The Company hereby grants you ________ shares of the Company’s common shares, $1.00 par value per share (the “Shares”), subject to the terms and conditions hereinafter set forth. These Shares shall be registered in your name, but the Company shall hold the certificates representing such Shares for you during the period commencing on the date hereof and ending on the date(s) provided in Paragraph 2 (the “Restricted Period”), subject to earlier lapsing of such Restricted Period as provided in Paragraph 3. As a condition to this award, you shall execute and deliver to the Company a stock power, endorsed in blank and approved by the Secretary of the Company, relating to the Shares.

(b) Rights During Restricted Period. During the Restricted Period you shall not sell, pledge, transfer, assign, hypothecate or otherwise dispose of or encumber the Shares, and the Shares shall be subject to forfeiture as provided in paragraph 3 or 5 hereof. Except for such restrictions, you shall have all the rights of a shareholder with respect to your Shares, including but not limited to the right to vote and the right to receive dividends (which if in common shares shall be restricted under the same terms and conditions as the Shares to which they relate).

(c) Legend. Each certificate for Shares transferred or issued to you shall be registered in your name and shall bear the following legend:

“THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE PXRE GROUP LTD. 2002 OFFICER INCENTIVE PLAN (THE “PLAN”) APPLICABLE TO RESTRICTED SHARES AND TO THE RESTRICTED SHARE AGREEMENT DATED FEBRUARY 24, 2005 (THE “AGREEMENT”), AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, HYPOTHECATED, OR OTHERWISE DISPOSED OF OR ENCUMBERED IN ANY MANNER DURING THE RESTRICTED PERIOD SPECIFIED IN THE AGREEMENT. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE COMPANY.”

2. Term of the Restricted Period. Subject to the provisions of Section 4.2 of the Plan no portion of the Restricted Period shall lapse prior to the first anniversary date hereof. Thereafter, the Restricted Period shall lapse in accordance with the following schedule:

Period		Cumulative Portion of Shares With No Restricted Period