X0202 4 2005-04-28 0001141719 MAX RE CAPITAL LTD MXRE 0001199155 CHENG LAURENCE W C/O MAX RE LTD. MAX RE HOUSE, 2 FRONT STREET HAMILTON, D0 HM 11 BERMUDA 1 0 0 0 Common Shares 2005-04-28 4 A 0 2000 0 A 2000 D Common Shares 5539058 I By Capital Z Investments, L.P. The Restricted Stock Award was granted pursuant to Max Re Capital Ltd.'s 2000 Incentive Plan, approved by the Issuer's Shareholders on June 29, 2000, amended May 2, 2002, and further amended on April 28, 2005. The Reporting Person has an indirect interest in Capital Z Investments, L.P. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of the reported shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. Sheila A. Gringley, Attorney-in-Fact 2005-05-02