this facility. Neither RenaissanceRe nor Renaissance Reinsurance is a guarantor of this facility and the lenders have no recourse against us or our subsidiaries other than DaVinciRe and its subsidiary under the DaVinciRe facility. Pursuant to the terms of the $400 million facility maintained by RenaissanceRe, a default by DaVinciRe on its obligations will not result in a default under the RenaissanceRe facility. Interest rates on the facility are based on a spread above LIBOR, and averaged approximately 2.0% during the first six months of 2004 (2003 – 2.3%). As amended, the credit agreement contains certain covenants requiring DaVinciRe to maintain a debt to capital ratio of 30% or below and a minimum net worth of $250 million. At June 30, 2004, DaVinciRe was in compliance with the covenants of this agreement. The amended and restated agreement extended the term of the facility to May 25, 2007.

Under the terms of certain reinsurance contracts, we may be required to provide letters of credit to reinsureds in respect of reported claims and/or unearned premiums. Our principal letter of credit facility is a $600 million syndicated secured facility which accepts as collateral shares issued by our subsidiary Renaissance Investment Holdings Ltd. ("RIHL"), whose assets consist of high grade fixed income securities. Our participating operating subsidiaries and our managed joint ventures have pledged (and must maintain) RIHL shares issued to them with a sufficient collateral value to support their respective obligations under the facility, including reimbursement obligations for outstanding letters of credit. The participating subsidiaries and joint ventures also have the option to post alternative forms of collateral. In addition, for liquidity purposes, each participating subsidiary and joint venture must maintain additional unpledged RIHL shares that have a net asset value at least equal to 15% of its facility usage, and in the aggregate the net asset value of all unpledged RIHL shares must be maintained at least equal to 15% of all of the outstanding RIHL shares. In the case of a default under the facility, or in other circumstances in which the rights of our lenders to collect on their collateral may be impaired, the lenders may exercise certain remedies under the facility agreement, in accordance with and subject to its terms, including redemption of pledged shares and conversion of the collateral into cash or eligible marketable securities. The redemption of shares by the collateral agent takes priority over any pending redemption of unpledged shares by us or other holders. In March 2004, the facility was increased to $600 million from $485 million and the term was extended to March 30, 2005. At June 30, 2004, we had outstanding letters of credit aggregating $386.6 million.

Also, in connection with our Top Layer Re joint venture we have committed $37.5 million of collateral to support a letter of credit and are obligated to make a mandatory capital contribution of up to $50.0 million in the event that a loss reduces Top Layer Re's capital below a specified level.

During August 2003, we amended and restated our committed revolving credit agreement to increase the facility from $310 million to $400 million and to make certain other changes. The interest rates on this facility are based on a spread above LIBOR. No balance was outstanding at June 30, 2004. As amended, the agreement contains certain financial covenants. These covenants generally provide that consolidated debt to capital shall not exceed the ratio (the "Debt to Capital Ratio") of 0.35:1 and that the consolidated net worth (the "Net Worth Requirements") of RenaissanceRe and Renaissance Reinsurance shall equal or exceed $1 billion and $500 million, respectively, subject to certain adjustments under certain circumstances in the case of the Debt to Capital Ratio and certain grace periods in the case of the Net Worth Requirements, all as more fully set forth in the agreement. The scheduled commitment termination date under the amended agreement was August 8, 2006. On August 6, 2004, we closed an amended and restated facility that increased the size of the facility to $500 million and extended the term to August 6, 2009. We have the right, subject to certain conditions, to increase the size of the facility to $600 million.

SHAREHOLDERS' EQUITY

During the first six months of 2004, our consolidated shareholders' equity, including preference shares, increased by $466.0 million to $2.8 billion as of June 30, 2004, from $2.3 billion as of December 31, 2003. The significant components of the change in shareholders' equity included net income available to common shareholders of $286.6 million and the issuance of $250 million of Series C preference shares.

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INVESTMENTS AND CASH

At June 30, 2004, we held investments and cash totaling $5.0 billion, compared to $4.2 billion at December 31, 2003.

The table below shows the aggregate amounts of our invested assets:

(in thousands of U.S. dollars)				At June 30, 2004				At December 31, 2003
Fixed maturity investments available for sale, at fair value				$	3,117,925			$	2,947,841
Short term investments					1,009,011				660,564
Other investments					503,884				369,242
Cash and cash equivalents					74,130				63,397
Total managed investments and cash					4,704,950				4,041,044
Equity investments in reinsurance company, at fair value					147,962				145,535
Investments in other ventures, under equity method					178,052				41,130
Total investments and cash				$	5,030,964			$	4,227,709

The $803.3 million growth in our total investments and cash for the six months ended June 30, 2004 resulted primarily from net cash provided by operating activities of $520.2 million and the proceeds from our sale of $250 million of Series C preference shares.

Because our coverages include substantial protection for damages resulting from natural and man-made catastrophes, we may become liable for substantial claim payments on short-term notice. Accordingly, our investment portfolio is structured to preserve capital and provide a high level of liquidity which means that the large majority of our investment portfolio consists of highly rated fixed income securities, including U.S. Treasuries, highly-rated sovereign and supranational securities, high-grade corporate securities and mortgage-backed and asset-backed securities. At June 30, 2004, our invested asset portfolio of fixed maturities and short term investments had a dollar weighted average rating of AA, an average duration of 2.2 years and an average yield to maturity of 3.5%.

The other investments consist mainly of investments in hedge funds, private equity funds, a fund that invests in senior secured bank loans, a high yield credit fund, an investment in a medium term note which, represent an interest in a pool of European fixed income securities, and catastrophe bonds. During the quarter, the increase in such investments was primarily the result of additional investments in hedge funds and the fund that invests in senior secured bank loans. At June 30, 2004, we have committed capital to private equity partnerships of $180.9 million, of which $42.8 million has been contributed at June 30, 2004.

The equity investments in reinsurance company relates to our November 1, 2002 purchase of 3,960,000 common shares of Platinum in a private placement transaction. In addition, we received a 10-year warrant to purchase up to 2.5 million additional common shares of Platinum for $27.00 per share. We purchased the common shares and warrant for an aggregate price of $84.2 million. At June 30, 2004, we own 9.2% of Platinum's outstanding common shares. We have recorded our investments in Platinum at fair value, and at June 30, 2004 the aggregate fair value was $148.0 million, compared to $145.5 million at December 31, 2003. The aggregate unrealized gain of $63.8 million on the Platinum investments is included in accumulated other comprehensive income, of which $27.5 million represents our estimate of the value of the warrant.

The investments in other ventures, under equity method primarily represents our investments in Channel Re, Top Layer Re and other unconsolidated ventures. The increase in this balance is primarily due to our $119.7 million funding of Channel Re in February 2004.

At June 30, 2004, $22.2 million of cash and cash equivalents were invested in currencies other than the U.S. dollar, which represented less than 1% of our total investments and cash.

A portion of our investment assets are directly held by our subsidiary RIHL, a Bermuda company we organized for the primary purpose of holding the investments in high quality marketable securities for

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RenaissanceRe, our operating subsidiaries and certain of our joint venture affiliates. We believe that RIHL permits us to consolidate and substantially facilitate our investment management operations. RenaissanceRe and each of our participating operating subsidiaries and affiliates have transferred to RIHL marketable securities or other assets, in return for a subscription of RIHL equity interests. Each RIHL share is redeemable by the subscribing companies for cash or in marketable securities. Over time, the subsidiaries and joint ventures which participate in RIHL are expected to both subscribe for additional shares and redeem outstanding shares, as our and their respective liquidity needs change. RIHL is currently rated AAAf/S2 by S&P.

NON-INDEMNITY INDEX TRANSACTIONS

We have assumed risk through derivative instruments under which losses could be triggered by an industry loss index or geological or physical variables. During the first six months of 2004, we recorded a loss on non-indemnity index transactions of $0.2 million, compared to a loss of $1.6 million for the same period in 2003. We report these gains or losses in other income.

EFFECTS OF INFLATION

The effects of inflation could cause the severity of claims to rise in the future. The Company's estimates for losses and loss expenses include assumptions about future payments for settlement of claims and claims handling expenses, such as litigation costs and the costs of medical treatments. To the extent inflation causes these costs to increase above reserves established for these claims, the Company will be required to increase the reserve for losses and loss expenses with a corresponding reduction in its earnings in the period in which the deficiency is identified. With respect to our catastrophe exposed businesses, the potential exists, after a catastrophe loss, for the development of inflationary pressures in a local or regional economy. The anticipated effects on us are considered in our catastrophe loss models. The effects of inflation are also considered in pricing and in estimating reserves for unpaid claims and claim expenses. The actual effects of this post-event inflation on our results cannot be accurately known until claims are ultimately settled. Inflation could also impair the value of our investment assets.

OFF-BALANCE SHEET AND SPECIAL PURPOSE ENTITY ARRANGEMENTS

As of June 30, 2004, we have not entered into any off-balance sheet arrangements, as defined by Item 303(a)(4) of Regulation S-K.

CONTRACTUAL OBLIGATIONS

At June 30, 2004, there have been no material changes in the Company's significant contractual obligations as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2003.

CURRENT OUTLOOK

Although prices in the property insurance and reinsurance markets are continuing to decline, and the prices of the casualty insurance and reinsurance markets are flattening and in some cases are beginning to decline, we believe that the principal components of our operations continue to display strong fundamentals. We currently anticipate the following developments in our business:

Reinsurance segment

While pricing in the property markets generally increased significantly after the World Trade Center disaster, the property markets are becoming increasingly competitive, partially due to the lack of catastrophic losses during 2002 and 2003 and partially due to the increase in the new capital which entered the market subsequent to the World Trade Center disaster. Accordingly, we believe prices in these markets will continue to decline. As a result, we expect that our property catastrophe reinsurance premium will continue to decline because the declining price environment will result in fewer transactions that meet our hurdle rate.

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Following a period of rate increases, prices in many but not all lines of the specialty market are beginning to show signs of softening. However, conditions vary significantly by line of business and certain lines are attractive to us while others are not. We expect that our 2004 specialty reinsurance premium will reflect significant growth compared to 2003 but currently expect our 2005 specialty premium to be roughly flat compared to 2004.

Individual Risk segment

We expect prices in the property insurance markets to decrease in 2004, and prices in certain specialty casualty insurance markets to be stable in 2004, having increased significantly in 2003. Accordingly, in 2004 we expect our property insurance premiums to decrease but we expect our premiums from the casualty insurance market to increase as we increase our capacity to serve this market. We believe that our infrastructure, our strong credit ratings and our financial strength will enable us to attract additional program managers who control attractive books of business and who, among other things, are currently concerned with the credit ratings of their current insurance carriers. Because of these opportunities, we believe that our premiums in our Individual Risk segment for the full year 2004 will increase significantly as compared to the total Individual Risk premiums for 2003.

Because of our desire to be selective in which programs we choose to accept and our focus on programs with large premium volumes, it is probable that our quarterly premiums in our Individual Risk segment will reflect the timing of entering, or exiting, into these agreements and therefore we can expect to experience fluctuations in the comparison of our premiums written from quarter to quarter.

New Business

We believe that our position in the reinsurance and insurance markets we target is increasingly strong as a result of our reputation for service, prompt claims payments, proprietary analytic tools and financial strength. Additionally, the long term credit quality of insurance and reinsurance companies, and the related credit ratings of those companies are becoming an increasing concern of many insurance and reinsurance customers. We believe that these factors will continue to offer opportunities to companies such as ours with strong credit ratings, a seasoned management team, and a history of successful performance.

The current market environment is also providing us with selective opportunities for our joint venture and structured product initiatives. In evaluating these initiatives, we may consider opportunities in other areas of the insurance and reinsurance markets, or in other financial markets, either through organic growth, the formation of new joint ventures, or the acquisition of other companies or books of business of other companies. We are currently in the process of reviewing certain opportunities and periodically engage in discussions regarding possible transactions, although there can be no assurance that we will complete any such transactions or that any such transaction would contribute materially to our results of operations or financial condition. It is also possible that new ventures we pursue will have different return characteristics than our traditional businesses, including greater volatility.

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Safe Harbor Disclosure

In connection with, and because it desires to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward-looking statements contained in this report.

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us.

In particular, statements using words such as "may", "should", "estimate", "expect", "anticipate", "intends", "believe", "predict" or words of similar import generally involve forward-looking statements. In light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be considered as a representation by the Company or any other person that its objectives or plans will be achieved. Numerous factors could cause the Company's actual results to differ materially from those addressed by the forward-looking statements, including the following:

1.	the occurrence of natural or man-made catastrophic events with a frequency or severity exceeding our estimates;

2.	risks associated with implementing our business strategies and initiatives for organic growth, including risks relating to managing that growth;

3.	risks associated with the growth of our specialty reinsurance and Individual Risk businesses, particularly the development of our infrastructure to support this growth;

4.	risks relating to our strategy of relying on program managers, third party administrators, and other vendors to support our Individual Risk operations;

5.	other risks of doing business with program managers, including the risk we might be bound to policyholder obligations beyond our underwriting intent, and the risk that our program managers or agents may elect not to continue or renew their programs with us;

6.	possible challenges in maintaining our fee-based operations, including risks associated with retaining our existing partners and attracting potential new partners;

7.	acts of terrorism, war or political unrest;

8.	the inherent uncertainties in our reserving process, which we believe are increasing as we diversify into new product classes;

9.	emerging claim and coverage issues, which could expand our obligations beyond the amount we intend to underwrite;

10.	a decrease in the level of demand for our reinsurance or insurance business, or increased competition in the industry;

11.	changes in economic conditions, including interest rate, currency, equity and credit conditions which could affect our investment portfolio;

12.	extraordinary events affecting our clients, such as bankruptcies and liquidations, and the risk that we may not retain or replace our large clients;

13.	a contention by the U.S. Internal Revenue Service that our Bermuda subsidiaries, including Renaissance Reinsurance and Glencoe, are subject to U.S. taxation;

14.	the lowering or loss of any of the financial or claims-paying ratings of RenaissanceRe or of one or more of our subsidiaries or changes in the policies or practices of the rating agencies;

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15.	loss of services of any one of our key executive officers;

16.	risks relating to the collectibility of our reinsurance, including both our Reinsurance and Individual Risk operations, as well as risks relating to the availability of coverage from creditworthy providers;

17.	failures of our reinsurers, brokers or program managers to honor their obligations, including their obligations to make third party payments for which we might be liable;

18.	changes in insurance regulations in the U.S. or other jurisdictions in which we operate, including potential challenges to Renaissance Reinsurance's claim of exemption from insurance regulation under current laws, and the risk of increased global regulation of the insurance and reinsurance industry;

19.	the passage of federal or state legislation subjecting Renaissance Reinsurance to supervision or regulation, including additional tax regulation, in the U.S. or other jurisdictions in which we operate; and

20.	actions of competitors, including industry consolidation, the launch of new entrants and the development of competing financial products.

The factors listed above should not be construed as exhaustive. Certain of these factors are described in more detail from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are principally exposed to four types of market risk: interest rate risk, equity price risk, foreign currency risk and credit risk. The Company's investment guidelines permit, subject to specific approval, investments in derivative instruments such as futures, options and foreign currency forward contracts for purposes other than trading. The Company anticipates that any such investments would be limited to duration management, foreign currency exposure management or to obtain an exposure to a particular financial market.

Interest Rate Risk

Our investment portfolio includes fixed maturity investments available for sale and short-term investments, whose market values will fluctuate with changes in interest rates. We attempt to maintain adequate liquidity in our fixed maturities investment portfolio to fund operations, pay reinsurance and insurance liabilities and claims and provide funding for unexpected events. We seek to manage our credit risk through means including industry and issuer diversification, and interest rate risk by monitoring the duration and structure of our investment portfolio.

The aggregate hypothetical loss generated from an immediate adverse parallel shift in the treasury yield curve of 100 basis points would cause a decrease in total return of 2.2%, which equated to a decrease in market value of approximately $90.8 million on a portfolio valued at $4,126.9 million at June 30, 2004. At December 31, 2003, the decrease in total return would have been 2.0%, which equated to a decrease in market value of approximately $72.2 million on a portfolio valued at $3,608.4 million. The foregoing reflects the use of an immediate time horizon, since this presents the worst-case scenario. Credit spreads are assumed to remain constant in these hypothetical examples.

Equity Price Risk

We are exposed to equity price risk due to our investment in the common shares and warrant to purchase additional common shares of Platinum (see "Management's Discussion and Analysis of Financial Condition and Results of Operations" — "Investments"), which we carry on our balance sheet at fair value. The risk is the potential for loss in fair value resulting from the adverse changes in Platinum's common stock. The aggregate fair value of this investment in Platinum was $148.0 million as at June 30, 2004 compared to $145.5 million as at December 31, 2003. A hypothetical 10% decline in the price of Platinum stock, holding all other factors constant, would have resulted in a $18.2 million decline in fair value, which would be recorded in net unrealized gains (losses) on securities and included in other comprehensive income in shareholders' equity.

Foreign Currency Risk

Our functional currency is the U.S. dollar. We write a substantial portion of our business in currencies other than U.S. dollars and may, from time to time, experience exchange gains and losses and incur underwriting losses in currencies other than U.S. dollars, which will in turn affect our consolidated financial statements.

Our foreign currency policy is generally to hold foreign currency assets, including cash, investments and receivables, that approximate the foreign currency liabilities, including claims and claim expense reserves and reinsurance balances payable. We may have short-term accumulations of non-dollar assets or liabilities. All changes in exchange rates are recognized currently in our statements of income. When necessary, the Company will use foreign currency forward and option contracts to minimize the effect of fluctuating foreign currencies on the value of non-U.S. dollar denominated assets and liabilities. As of June 30, 2004, the Company had notional exposure of $186.6 million related to foreign currency forward and option contracts. These contracts are recorded at fair value which is determined principally by obtaining quotes from independent dealers and counterparties. The fair value of these contracts as of June 30, 2004 was gain of $1.1 million. The Company had no investments in these foreign currency derivative instruments as of December 31, 2003.

Credit Risk

Our exposure to credit risk is primarily due to our fixed maturity investments available for sale and short term investments, and to a lesser extent, reinsurance premiums receivable and ceded reinsurance

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balances. At June 30, 2004, our invested asset portfolio had a dollar weighted average rating of AA. From time to time we purchase credit default swaps to hedge our exposures in the insurance industry and to assist in managing the credit risk associated with ceded reinsurance. At June 30, 2004, the maximum payments we were obligated to make under these credit default swaps was $6.6 million. We account for these credit derivatives at fair value and record them on our consolidated balance sheet as other assets or other liabilities depending on the rights or obligations. The fair value of these credit derivatives, as recognized in other liabilities in our balance sheet, at June 30, 2004 and 2003 was a liability of $3.2 million and $0.8 million, respectively. During the first six months of 2004 and 2003, we recorded losses of $0.5 million and $0.9 million, respectively, in our consolidated statement of income, which are included in the $3.2 million and $0.8 million liability on the balance sheets at June 30, 2004 and 2003, respectively. The fair value of the credit derivatives are determined using industry valuation models. The fair value of these credit derivatives can change based on a variety of factors including changes in credit spreads, default rates and recovery rates, the correlation of credit risk between the referenced credit and the counterparty, and market rate inputs such as interest rates.

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Item 4.    CONTROLS AND PROCEDURES

Disclosure Controls and Internal Controls:    We have designed various disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Exchange Act, to help ensure that information required to be disclosed in our periodic Exchange Act reports, such as this quarterly report, is recorded, processed, summarized and reported on a timely and accurate basis. Our disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our senior management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on financial statements.

Limitations on the effectiveness of controls:    Our Board of Directors and management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, we believe that the design of any prudent control system must reflect appropriate resource constraints, such that the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, there can be no absolute assurance that all control issues and instances of fraud, if any, applicable to us have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some individuals, by collusion of more than one person, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Evaluation:    An evaluation was performed under the supervision and with the participation of the Company's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as required by Rule 13a-15(b) and 15d-15(b) of the Exchange Act. Based upon that evaluation, the Company's management, including our Chief Executive Officer and Chief Financial Officer, concluded, subject to the limitations noted above, that at June 30, 2004, the Company's disclosure controls and procedures are effective in ensuring that all material information required to be filed in this Report has been made known to them in a timely fashion. There has been no change in the Company's internal controls over financial reporting during the six months ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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Part II — OTHER INFORMATION

Item 1 — Legal Proceedings

We are, from time to time, a party to litigation and arbitration that arises in the normal course of our business operations. We are also subject to other potential litigation, disputes, and regulatory or governmental inquiry. While any proceeding contains an element of uncertainty, we believe that we are not presently a party to any such litigation or arbitration that is likely to have a material adverse effect on our business or operations.

Item 2 — Changes in Securities, Use of Proceeds and Issuer Repurchases of Equity Securities

Below is a summary of stock repurchases for the quarter ended June 30, 2004 (in thousands, except average price per share). RenaissanceRe's Board has authorized a share repurchase program of $150 million. No shares were repurchased under this program in the quarter ended June 30, 2004. See Note 6 of our Notes to Condensed Consolidated Financial Statements for information regarding RenaissanceRe's stock repurchase plan.

				Shares purchased				Average price per share				Maximum shares still available for repurchase (1)
Beginning shares available to be repurchased					—				—				2,900
April 1 – 30, 2004					—				—				N/A
May 1 – 31, 2004
From employees (2)					34			$	51.00				N/A
Open market					—				—				N/A
June 1 – 30, 2004
From employees (2)					6			$	53.61				N/A
Open market					—				—				N/A
Total					40			$	51.38				2,900

1.	Calculated with reference to the closing price of RenaissanceRe's common shares on August 4, 2004.

2.	These repurchases exclusively represent withholdings from employees surrendered in respect of withholding tax obligations on the vesting of restricted stock, or in lieu of cash payments for the exercise price of employee stock options.

Item 3 — Defaults Upon Senior Securities

None

Item 4 — Submission of Matters to a Vote of Security Holders

(a)	Our 2004 Annual General Meeting of Shareholders was held on May 28, 2004.

(b)	Proxies were solicited by our management pursuant to Regulation 14A under the Exchange Act; there was no solicitation of opposition to our nominees listed in the proxy statement; the reelected directors were re-elected for three year terms as described in item (c)(1) below.

The other directors, whose term of office as a director continued after the meeting are:

James N. Stanard
Thomas A. Cooper
Edmund B. Greene
Brian R. Hall
W. James MacGinnitie
Scott E. Pardee

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(c)	The following matters were voted upon at the Annual General Meeting with the voting results indicated:

	(1)	The Board Nominees Proposal

Our Bye-laws provide for a classified Board, divided into three classes of approximately equal size. At the 2004 Annual Meeting, the shareholders elected three of Class III Directors, who shall serve until our 2007 Annual Meeting.

Nominee				Votes For				Votes Abstained				Votes Against
William I. Riker					58,472,037				24,760				266,001
William F. Hecht					58,471,396				25,401				266,642
Nicholas L. Trivisonno					58,493,469				3,328				244,569

	(2)	The Auditors Proposal

Our shareholders voted to approve the appointment of Ernst & Young as our independent auditors for the 2004 fiscal year.

Votes For				Votes Against				Votes Abstained
57,430,578					320,160				987,200

Item 5 — Other Information

None

Item 6 — Exhibits and Reports on Form 8-K

a.    Exhibits:

	10.1				Sixth Amended and Restated Employment Agreement, dated as of May 19, 2004, between RenaissanceRe Holdings Ltd. and James N. Stanard.
	10.2				Amended and Restated Employment Agreement, dated as of June 30, 2004, between RenaissanceRe Holdings Ltd. and John M. Lummis.
	10.3				Letter of Resignation of David A. Eklund, dated June 22, 2004.
	10.4				Amended and Restated Credit Agreement, dated as of May 25, 2004, by and among DaVinciRe Holdings Ltd., as borrower, the lenders named therein, Citigroup Global Markets Inc., as sole lead arranger and book manager, and Citibank, N.A., as administrative agent for the lenders.
	31.1				Certification of James N. Stanard, Chief Executive Officer of RenaissanceRe Holdings Ltd., pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	31.2				Certification of John M. Lummis, Chief Financial Officer of RenaissanceRe Holdings Ltd., pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	32.1				Certification of James N. Stanard, Chief Executive Officer of RenaissanceRe Holdings Ltd., pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
	32.2				Certification of John M. Lummis, Chief Financial Officer of RenaissanceRe Holdings Ltd., pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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b.    Current Reports on Form 8-K:

On May 5, 2004, the Company furnished a report on Form 8-K containing the Company's press release, issued on May 4, 2004, reporting its preliminary results for its first quarter ended March 31, 2004. In accordance with Item 12 of Form 8-K, the Form 8-K and the press release attached as an exhibit thereto were furnished and not filed with the Securities and Exchange Commission.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

RenaissanceRe Holdings Ltd.

   

By:				/s/ John M. Lummis
				John M. Lummis Executive Vice President and Chief Financial Officer

Date:	August 9, 2004

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                           SIXTH AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT

     This Sixth Amended and Restated Employment Agreement (the "Agreement") is
dated as of May 19, 2004, and is entered into between RenaissanceRe Holdings
Ltd., a Bermuda Company (the "Company"), and James N. Stanard ("Executive").

     WHEREAS, Executive and the Company are parties to that certain Fifth
Amended and Restated Employment Agreement, dated November 8, 2002 (the "Prior
Agreement"); and

     WHEREAS, Executive and the Company have agreed to amend the Prior Agreement
as set forth herein, effective as of the date hereof, but subject to the
condition that the Company's shareholders subsequently approve the Company's
2004 Stock Option Incentive Plan (the "2004 Plan").

     NOW, THEREFORE, the parties hereby agree as follows:


                                   ARTICLE I.

                     EMPLOYMENT, DUTIES AND RESPONSIBILITIES

     1.01. Employment. The Executive shall continue to serve as Chief Executive
Officer and Chairman of the Board of Directors of the Company (the "Board") and
its subsidiary, Renaissance Reinsurance Ltd. Executive agrees to devote his full
time and efforts to promote the interests of the Company.

     1.02. Duties and Responsibilities. Executive shall have such duties and
responsibilities as are consistent with his position.

     1.03. Base of Operation. Executive's principal base of operation for the
performance of his duties and responsibilities under this Agreement shall be the
offices of the Company in Hamilton, Bermuda; provided, however, that Executive
shall perform such duties and responsibilities outside of Bermuda as shall from
time to time be reasonably necessary to fulfill his obligations hereunder.
Executive's performance of any duties and responsibilities outside of Bermuda
shall be conducted in a manner consistent with any guidelines provided to
Executive by the Board.


                                  ARTICLE II.

                                      TERM

     2.01. Term. The term of Executive's employment pursuant to this Agreement
(the "Term") shall be deemed to have commenced on May 19, 2004 and, unless
terminated earlier as provided in Article V, shall continue until the earlier of
(i) June 30, 2007, or (ii) the date which is one year following a "Change in
Control" (as defined in the 2004 Plan).





                                  ARTICLE III.

                            COMPENSATION AND EXPENSES

     3.01. Salary, Incentive Awards and Benefits. As compensation and
consideration for the performance by Executive of his obligations under this
Agreement, Executive shall be entitled, during the Term, to the following
(subject, in each case, to the provisions of Article V hereof):

     (a) Prior Agreement Compensation. Executive hereby acknowledges that in
consideration of entering into this Agreement, subject to Article VIII below,
except with respect to base salary accrued through the date hereof, Executive
shall have no further rights with respect to cash compensation under the Prior
Agreement.

     (b) Awards. Subject to the approval by the Company's shareholders of the
2004 Plan at a Special General Meeting of Shareholders to be called for such
purpose (the "Special Meeting"), Executive shall be granted options (the
"Premium Options") as of the date of the Special Meeting to purchase 2.5 million
shares of full voting common stock of the Company (the "Stock"), 1.25 million of
which shall have an exercise price equal to 150% of the Fair Market Value (as
defined in the 2004 Plan) of the Stock on the date of the Special Meeting, and
1.25 million of which shall have an exercise price equal to 200% of the Fair
Market Value (as defined in the 2004 Plan) of the Stock on the date of the
Special Meeting (in each case subject to the adjustment provisions contained in
the 2004 Plan). Subject to Executive's continued employment or as otherwise
provided in Section 5.05(a) of this Agreement, the Premium Options shall vest on
the fifth anniversary of the date of grant, and shall otherwise be subject to
the terms and conditions of the 2004 Plan and a stock option agreement between
the Company and Executive evidencing the grant of the Premium Options; provided,
however, that in the event of a termination of Executive's employment by the
Company without Cause, or by Executive for Good Reason, or by reason of
Executive's death or disability, vesting of the Premium Options shall be
accelerated. Upon any exercise of vested Premium Options, unless otherwise
determined by the Compensation Committee of the Board, Executive shall be
required to use the "net exercise" procedure described in Section 7(b) of the
2004 Plan, and payment of taxes required to be withheld shall be paid by having
shares of Stock withheld by the Company, as described in Section 8(d) of the
2004 Plan; provided, however, that Executive may use other permissible methods
under the 2004 Plan to pay for exercise price and/or withholding tax if such
"net exercise" and/or share withholding methods would materially disadvantage
Executive's personal tax position and Executive takes reasonable steps to
cooperate with the Company so as to ensure that the Company will not be treated
as a "controlled foreign corporation" for U.S. tax purposes.

     (c) Benefits. Executive shall be eligible to participate in such life
insurance, health, disability and major medical insurance benefits, and in such
other employee benefit plans and programs for the benefit of the employees of
the Company, as may be maintained from time to time during the Term, in each
case to the extent and in the manner available to other officers of the Company
and subject to the terms and provisions of such plan or program, except that
Executive shall not be entitled to participate in any plan or program maintained
for the purpose of providing retirement income to participants other than the
RenaissanceRe Holdings Ltd. Retirement Plan.


                                       2


     (d) Vacation. Executive shall be entitled to reasonable paid vacation
periods, to be taken at his discretion, in a manner consistent with his
obligations to the Company under this Agreement.

     (e) Business Expenses. The Company will reimburse Executive for reasonable
business-related expenses incurred by him in connection with the performance of
his duties hereunder, subject, however, to the Company's policies relating to
business-related expenses as in effect from time to time.

     3.02. Expenses; Perquisites.

     (a) General. During the Term, the Company shall provide Executive with
customary perquisites for housing, automobile, travel and other expenses as
agreed to by the Company, subject to the limitation set forth in Section
3.02(c).

     (b) Incentive Gross-Up. To the extent that perquisites provided to
Executive under subsection 3.02(a) of this Agreement result in imputed income
and a resulting increased income tax liability to Executive, the Company shall
pay Executive a tax reimbursement benefit in an amount such that, after
deduction of all income taxes payable with respect to such tax reimbursement
benefit, the amount retained by Executive will be equal to the amount of such
increased income tax liability.

     (c) Maximum Amount Payable. The maximum annual amount payable pursuant to
Sections 3.02(a) and (b) with respect to perquisites shall not, in the
aggregate, exceed $100,000 for 2004. The maximum annual amount payable for
subsequent years with respect to perquisites shall be adjusted as agreed with
the Compensation Committee of the Board.


                                  ARTICLE IV.

                                EXCLUSIVITY, ETC.

     4.01. Exclusivity; Non-Competition. Executive agrees to perform his duties,
responsibilities and obligations hereunder efficiently and to the best of his
ability. Executive agrees that he will devote his entire working time, care and
attention and best efforts to such duties, responsibilities and obligations
throughout the Term. Executive also agrees that during the Term he will not
engage in any business activities that are competitive with the business
activities of the Company or any of its divisions, subsidiaries or affiliates.

     4.02. Other Business Ventures. Executive agrees that during the Term he
will not own, directly or indirectly, any controlling or substantial stock or
other beneficial interest in any business enterprise which is engaged in
business activities that are competitive with the business activities of the
Company or any of its divisions, subsidiaries or affiliates. The preceding
sentence notwithstanding, Executive may own, directly or indirectly, up to 1% of
the outstanding capital stock of any business having a class of capital stock
which is traded on any major stock exchange or in the over-the-counter market.

     4.03. Confidential Information. Executive agrees that he will not, at any
time during or after the Term, make use of or divulge to any other person, firm
or corporation any trade or


                                       3


business secret, process, method or means, or any other confidential information
concerning the business or policies of the Company or any of its divisions,
subsidiaries or affiliates, which he may have learned in connection with his
employment hereunder. For purposes of this Agreement, a "trade or business
secret, process, method or means, or any other confidential information" shall
mean any information that Executive knows to be confidential or proprietary.
Executive's obligation under this Section 4.03(a) shall not apply to any
information which (i) is known publicly; (ii) is in the public domain or
hereafter enters the public domain without the fault of Executive; (iii) is
known to Executive prior to his receipt of such information from the Company, as
evidenced by written records of Executive or (iv) is hereafter disclosed to
Executive by a third party not under an obligation of confidence to the Company.
Executive agrees not to remove from the premises of the Company, except as an
employee of the Company in pursuit of the business of the Company or except as
specifically permitted in writing by the Board, any document or other object
containing or reflecting any such confidential information. Executive recognizes
that all such documents and objects, whether developed by him or by someone
else, will be the sole exclusive property of the Company. Upon termination of
his employment hereunder, Executive shall forthwith deliver to the Company all
such confidential information, including without limitation all lists of
customers, correspondence, accounts, records and any other documents or property
made or held by him or under his control in relation to the business or affairs
of the Company or its subsidiaries or affiliates, and no copy of any such
confidential information shall be retained by him.

     4.04. Non-Competition Obligations. During Executive's employment and, upon
any termination of Executive's employment (including upon the expiration of the
Term on the earlier of June 30, 2007 or the date one year following a Change in
Control), Executive shall not, for a period extending until the earlier of (x)
two years from the date of such termination, or (y) June 30, 2008, directly or
indirectly, whether as an employee consultant, independent contractor, partner,
joint venturer or otherwise, (i) engage in any business activities reasonably
determined by the Board to be competitive, to a material extent, with any
substantial type or kind of business activities conducted by the Company or any
of its divisions, subsidiaries or affiliates at the time of such termination;
(ii) on behalf of any person or entity engaged in business activities
competitive with the business activities of the Company or any of its divisions,
subsidiaries or affiliates, solicit or induce, or in any manner attempt to
solicit or induce, any person employed by, or as agent of, the Company or any of
its divisions, subsidiaries or affiliates to terminate such person's contract of
employment or agency, as the case may be, with the Company or with any such
division, subsidiary or affiliate or (iii) divert, or attempt to divert, any
person, concern, or entity from doing business with the Company or any of its
divisions, subsidiaries or affiliates, nor will he attempt to induce any such
person, concern or entity to cease being a customer or supplier of the Company
or any of its divisions, subsidiaries or affiliates (clauses (i) through (iii)
being, "Competitive Activities"). In addition, Executive shall be prohibited
from engaging in Competitive Activities until the later of (i) the expiration or
cancellation of all Premium Options, or (ii) one year following Executive's
exercise of his last remaining Premium Options. The determination of whether
Executive has engaged in Competitive Activities shall be made in accordance with
the procedure set forth in Section 5.05(a) hereof.

     4.05. Remedies. Executive acknowledges that the Company's remedy at law for
a breach by him of the provisions of this Article IV will be inadequate.
Accordingly, in the event of the breach or threatened breach by Executive of any
provision of this Article IV, the Company


                                       4


shall be entitled to injunctive relief in addition to any other remedy it may
have. If any of the provisions of, or covenants contained in, this Article IV
are hereafter construed to be invalid or unenforceable in any jurisdiction, the
same shall not affect the remainder of the provisions or the enforceability
thereof in any other jurisdiction, which shall be given full effect, without
regard to the invalidity or unenforceability in such other jurisdiction. If any
of the provisions of, or covenants contained in, this Article IV are held to be
unenforceable in any jurisdiction because of the duration or geographical scope
thereof, the parties agree that the court making such determination shall have
the power to reduce the duration or geographical scope of such provision or
covenant and, in its reduced form, such provision or covenant shall be
enforceable; provided, however, that the determination of such court shall not
affect the enforceability of this Article IV in any other jurisdiction.

                                   ARTICLE V.

                                   TERMINATION

     5.01. Termination for Cause. The Company shall have the right to terminate
Executive's employment at any time for "Cause". For purposes of this Agreement,
"Cause" shall mean (a) Executive's willful and continued failure to
substantially perform his duties under this Agreement, (b) the engaging by
Executive in willful misconduct which is demonstrably and materially injurious
to the Company or any of its divisions, subsidiaries or affiliates, monetarily
or otherwise, (c) the commission by Executive of an act of fraud or embezzlement
against the Company or any of its divisions, subsidiaries or affiliates, (d) the
conviction of Executive of a felony, or (e) Executive's material breach of the
provisions of any of Sections 4.01, 4.02, 4.03 or 4.04 of this Agreement,
provided Executive has received prior written notice of such breach.

     5.02. Death. In the event Executive dies during the Term, this Agreement
shall automatically terminate, such termination to be effective on the date of
Executive's death.

     5.03. Disability. In the event that Executive suffers a disability which
prevents him from substantially performing his duties under this Agreement for a
period of at least 90 consecutive days, or 180 non-consecutive days within any
365-day period, the Company shall have the right to terminate this Agreement,
such termination to be effective upon the giving of notice to Executive in
accordance with Section 6.03 of this Agreement.

     5.04. Termination for Good Reason. For purposes of this Agreement, the
following circumstances shall constitute "Good Reason":

     (a) the assignment to Executive of any duties materially inconsistent with
his authority, duties or responsibilities, or any other action by the Company
which results in a material diminution or material adverse change in such
authority, duties or responsibilities, excluding for this purpose an isolated
action not taken in bad faith and which is remedied promptly after receipt of
notice thereof given by Executive;

     (b) any material breach of this Agreement by the Company, other than an
isolated failure not occurring in bad faith and which is remedied promptly after
receipt of written notice thereof given by Executive;

                                       5


     (c) any failure by the Company to require any successor to be bound by the
terms of this Agreement as required by Section 6.02(b) of this Agreement; or

     (d) any decision by the Board to effect a winding down and eventual
dissolution of the Company.

     5.05. Effect of Termination.

     (a) Premium Options. (i) Executive's rights with respect to the Premium
Options upon any termination of his employment with the Company shall be
governed exclusively by this Agreement, the terms and conditions of the 2004
Plan, and any agreement executed by Executive in connection with the grant of
the Premium Options. In the event of termination of Executive's employment by
reason of his resignation upon the expiration of this Agreement on June 30,
2007, Executive shall continue to be treated as employed by the Company for
purposes of vesting in Premium Options for so long as Executive has not engaged
in any Competitive Activities, provided that, if following such resignation and
while such Premium Options are unvested and outstanding (A) Executive dies, all
such Premium Options shall vest immediately, or (B) Executive voluntarily
resigns from the position of Chairman of the Board prior to June 30, 2008, the
Compensation Committee of the Board may cause Executive to forfeit that number
of Premium Options which it deems appropriate under the circumstances, taking
into account Executive's obligation not to engage in Competitive Activities. In
addition, following such resignation, or following his resignation one year
after a Change in Control (if earlier than June 30, 2007), or following any
termination of Executive's employment by the Company without Cause, or by
Executive for Good Reason, or by reason of Executive's death or disability,
Premium Options shall remain outstanding and exercisable (to the extent vested)
for their full term as evidenced in any agreement executed by Executive in
connection with the grant of Premium Options but, subject to Subsection
5.05(a)(ii), shall immediately expire and terminate if Executive engages in any
Competitive Activities in violation of Section 4.04 of this Agreement.

          (ii) Executive's Premium Options shall not expire and terminate by
reason of his engaging in Competitive Activities unless the Company has first
given Executive (A) written notice of the specific activities which the Company
believes to constitute Competitive Activities, and (B) an opportunity for
Executive to be heard before the Board and/or to cure or cease such activities
within 30 days following the receipt of such notice. Executive's Premium Options
shall expire and terminate only if Executive fails to cure or cease such
activities within such 30-day period. In addition, if Executive notifies the
Board prior to engaging in a business activity and provides the Board with
reasonable detail as to the nature of such business activity, the Board shall be
required to determine whether such activity is a Competitive Activity and so
notify Executive of its determination within 60 days of its receipt of such
notice from Executive. If the Board determines that such activity is not a
Competitive Activity, or if it does not notify Executive of its determination
within such 60-day period, the Company shall thereafter be precluded from
asserting that such activity is a Competitive Activity for purposes of this
Agreement.

     (b) Awards under the 1993 and 2001 Plans. Executive's rights with respect
to awards granted under Company's Second Amended and Restated 1993 Stock
Incentive Plan (the "1993 Plan") and 2001 Plan upon any termination of his
employment with the Company shall be


                                       6


governed the terms and conditions of the 1993 Plan and 2001 Plan, as applicable
to such award, and any agreement executed by Executive in connection with such
awards; provided, however, that for awards granted on or after March 31, 2001,
Executive's rights shall be determined in a manner consistent with the
requirements of Section 5.05(b) of the Prior Agreement with respect to continued
vesting and exercisability upon certain terminations of employment, except that,
(i) with respect to awards granted after January 1, 2004, (x) there shall be no
requirement that Executive continue to serve on the Board, and (y) with respect
to any determination regarding Executive's engagement in a Competitive Activity,
Executive shall have the same notice and cure period rights as provided with
respect to the Premium Options, as described in subsection (a) above, and (ii)
the reference in Section 5.05(b) of the Prior Agreement to "termination of
Executive's employment by reason of expiration of this Agreement on July 1,
2005" is hereby modified to read "termination of Executive's employment by
reason of expiration of his Sixth Amended and Restated Employment Agreement on
June 30, 2007".

     (c) Obligations of Executive. Subject to this Section 5.05 of this
Agreement, Executive may terminate this Agreement at any time. Except as
otherwise provided in Sections 4.03 and 4.04 of this Agreement, Executive shall
not have obligations to the Company hereunder by reason of the termination of
his employment.


                                  ARTICLE VI.

                                  MISCELLANEOUS

     6.01. Life Insurance. Executive agrees that the Company or any of its
divisions, subsidiaries or affiliates may apply for and secure and own insurance
on Executive's life (in amounts determined by the Company). Executive agrees to
cooperate fully in the application for and securing of such insurance, including
the submission by Executive to such physical and other examinations, and the
answering of such questions and furnishing of such information by Executive, as
may be required by the carrier(s) of such insurance. Notwithstanding anything to
the contrary contained herein, neither the Company nor any of its divisions,
subsidiaries or affiliates shall be required to obtain any insurance for or on
behalf of Executive, except as provided in Section 3.01(c) of this Agreement.

     6.02. Benefit of Agreement; Assignment; Beneficiary.

     (a) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns, including, without limitation, any
corporation or person which may acquire all or substantially all of the
Company's assets or business, or with or into which the Company may be
consolidated or merged. This Agreement shall also inure to the benefit of, and
be enforceable by, Executive and his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.

     (b) The Company shall require any successor (whether direct or indirect, by
operation of law, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.

                                       7


     6.03. Notices. Any notice required or permitted hereunder shall be in
writing and shall be sufficiently given if personally delivered or if sent by
telegram or telex or by registered or certified mail, postage prepaid, with
return receipt requested, addressed: (a) in the case of the Company to
RenaissanceRe Holdings Ltd., Renaissance House, East Broadway, P.O. Box HM 2527,
Hamilton HMGX, Bermuda, Attention: Board of Directors, or to such other address
and/or to the attention of such other person as the Company shall designate by
written notice to Executive; and (b) in the case of Executive, to James N.
Stanard, at the address shown on the Company's records, or to such other address
as Executive shall designate by written notice to the Company. Any notice given
hereunder shall be deemed to have been given at the time of receipt thereof by
the person to whom such notice is given.

     6.04. Entire Agreement; Amendment. Except as otherwise provided in Section
5.05(b) and Article VIII, this Agreement contains the entire agreement of the
parties hereto with respect to the terms and conditions of Executive's
employment during the Term and supersedes any and all prior agreements and
understandings, whether written or oral, between the parties hereto with respect
to compensation due for services rendered hereunder including, without
limitation, the Prior Agreement. This Agreement may not be changed or modified
except by an instrument in writing signed by both of the parties hereto.

     6.05. Waiver. The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a continuing waiver or as a
consent to or waiver of any subsequent breach hereof.

     6.06. Headings. The Article and Section headings herein are for convenience
of reference only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof.

     6.07. Enforcement. Executive shall have no right to enforce any of his
rights hereunder by seeking or obtaining injunctive or other equitable relief
and acknowledges that damages are an adequate remedy for any breach by the
Company of this Agreement.

     6.08. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the internal laws of Bermuda without reference
to the principles of conflict of laws.

     6.09. Agreement to Take Actions. Each party to this Agreement shall execute
and deliver such documents, certificates, agreements and other instruments, and
shall take such other actions, as may be reasonably necessary or desirable in
order to perform his or its obligations under this Agreement or to effectuate
the purposes hereof.

     6.10. No Mitigation; No Offset. Executive shall not be required to mitigate
damages or the amount of any payment provided for under this Agreement by
seeking (and, without limiting the generality of this sentence, no payment
otherwise required under this Agreement shall be reduced on account of) other
employment or otherwise, and payments under this Agreement shall not be subject
to offset in respect of any claims which the Company may have against Executive.

                                       8


     6.11. Attorneys' Fees. Each party to this Agreement will bear its own
expenses in connection with any dispute or legal proceeding between the parties
arising out of the subject matter of this Agreement, including any proceeding to
enforce any right or provision under this Agreement.

     6.12. Survivorship. The respective rights and obligations of the parties
under this Agreement shall survive any termination of this Agreement to the
extent necessary to the intended preservation of such rights and obligations.

     6.13. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision or provisions of this Agreement, which shall remain in full
force and effect.

     6.14. Other Agreements. Executive represents and warrants to the Company
that to the best of his knowledge, neither the execution and delivery of this
Agreement nor the performance of his duties hereunder violates or will violate
the provisions of any other agreement to which he is a party or by which he is
bound.

     6.15. Subsidiaries, etc. (a) The obligations of the Company under this
Agreement may be satisfied by any subsidiary or affiliate of the Company for
which Executive serves as an employee under this Agreement, to the extent such
obligations relate to Executive's employment by such subsidiary or affiliate.

     (b) The rights of the Company under this Agreement may be enforced by any
subsidiary or affiliate of the Company for which Executive serves as an employee
under this Agreement, to the extent such rights relate to Executive's employment
by such subsidiary or affiliate.

     6.16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


                                  ARTICLE VII.

                          INDEMNIFICATION OF EXECUTIVE

     7.01. Indemnification. The Company shall defend, hold harmless and
indemnify Executive to the fullest extent permitted by Bermuda law, as currently
in effect or as it may hereafter be amended, from and against any and all
damages, losses, liabilities, obligations, claims of any kind, costs, interest
or expense (including, without limitation, reasonable attorneys' fees and
expenses) (collectively, "Losses") that may be incurred or suffered by Executive
in connection with or arising out of his service with the Company (whether prior
to or following the date hereof), subject only to the provisions of Section 7.02
below.

     7.02. Exceptions to Right of Indemnification. No indemnification shall be
made under this Article VII in respect of the following:

     (a) Losses relating to the disgorgement remedy contemplated by Section 16
of the US Securities Exchange Act of 1934;

                                       9


     (b) Losses arising out of a knowing violation by Executive of a material
provision of this Article VII or any other agreement to which Executive is a
party with the Company; and

     (c) Losses arising out of a final, nonappealable conviction of Executive by
a court of competent jurisdiction for a knowing violation of criminal law.

     Moreover, the Company shall not effect any advances, or advance any costs,
relating to any proceeding (or part thereof) initiated by Executive unless the
initiation thereof was approved by the Board of Directors of the Company, or as
may be approved or ordered by a competent tribunal.

     7.03. Prepayment of Expenses. Unless Executive otherwise elects via written
notice to the Company, expenses incurred in defending any civil or criminal
action, suit or proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt by the Company of a
written affirmation of Executive's good faith belief that his conduct does not
constitute the sort of behavior that would preclude his indemnification under
this Article VII and Executive furnishes the Company a written undertaking,
executed personally or on his behalf, to repay any advances if it is ultimately
determined that he is not entitled to be indemnified by the Company under this
Article VII.

     7.04 Continuation of Indemnity. All agreements and obligations of the
Company contained in this Article VII shall continue during the period in which
Executive is employed the Company and shall continue thereafter so long as
Executive shall be subject to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, and
whether formal or informal, by reason of the fact that Executive was a employed
by the Company.

     7.05 Indemnification Hereunder Not Exclusive. The indemnification and
prepayment of expenses provided by this Article VII is in addition to and shall
not be deemed exclusive of any other right to which Executive may be entitled
under the Company's Memorandum of Association, the Company's Bye-Laws, any
agreement, any vote of shareholders or disinterested directors, Bermuda law, any
other law (common or statutory) or otherwise. Nothing contained in this Article
VII shall be deemed to prohibit the Company from purchasing and maintaining
insurance, at its expense, to protect itself or Executive against any expense,
liability or loss incurred by it or him, whether or not Executive would be
indemnified against such expense, liability or loss under this Article VII;
provided that the Company shall not be liable under this Article VII to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
Executive has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise. In the event the Company makes any
indemnification payments to Executive and Executive is subsequently reimbursed
from the proceeds of insurance, Executive shall promptly refund such
indemnification payments to the Company to the extent of such insurance
reimbursement.


                                       10


                                 ARTICLE VIII.

                      SHAREHOLDER APPROVAL OF THE 2004 PLAN

     8.01. This Agreement remains subject to the condition that Company's
shareholders approve the 2004 Plan in accordance with the rules of the New York
Stock Exchange not later than December 15, 2004. In the event the Company's
shareholders fail to approve the 2004 Plan, this Agreement shall be void ab
initio, and the Prior Agreement shall be reinstated effective as of the date of
this Agreement, and Executive shall be entitled to recoup all compensation that
would have been payable to him under the Prior Agreement in respect of 2004, to
the extent not previously paid to Executive. Notwithstanding the foregoing, in
no event shall Executive be entitled to any bonus compensation otherwise payable
in respect of the Company's 2003 fiscal year under the Prior Agreement.

     IN WITNESS WHEREOF, the Company and Executive have duly executed this
Agreement as of the date first above written.

                                       RENAISSANCERE HOLDINGS LTD.



                                       By: /s/ John M. Lummis
                                           ------------------
                                           Name:  John M. Lummis
                                           Title: Executive Vice President and
                                                  Chief Financial Officer


                                       /s/ James N. Stanard
                                       --------------------
                                       James N. Stanard



















                                       11

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         This Amended and Restated Employment Agreement is dated as of June 30,
2004 and is entered into between RenaissanceRe Holdings Ltd., a Bermuda company
(the "Company"), and John M. Lummis ("Employee").

         WHEREAS, the Company and Employee are presently parties to an
Employment Agreement (the "Prior Agreement"), dated as of June 30, 2003; and

         WHEREAS, the Company desires to enter into an amended and restated
agreement embodying the terms of Employee's continued employment (this
"Agreement"), and the Employee desires to enter into this Agreement and to
accept such continued employment, subject to the terms and provisions of this
Agreement.

         NOW, THEREFORE, the parties hereby agree:


                                   ARTICLE I.

                     Employment, Duties and Responsibilities

         1.01. Employment. During the Term (as defined below), Employee shall
serve as a key employee of the Company with the title Chief Financial Officer,
Executive Vice President of the Company. Employee agrees to devote his full time
and efforts to promote the interests of the Company.

         1.02. Duties and Responsibilities. Employee shall have such duties and
responsibilities as specified by the Company's Chief Executive Officer, who
shall be the person to which the Employee directly reports and who supervises
the Employee's work on a regular basis (the "Direct Supervisor"). These duties
and responsibilities may be modified from time to time and as are consistent
with the Employee's position.

         1.03. Base of Operation. Employee's principal base of operation for the
performance of his duties and responsibilities under this Agreement shall be the
offices of the Company in Bermuda; provided, however, that Employee shall
perform such duties and responsibilities outside of Bermuda as shall from time
to time be reasonably necessary to fulfill his obligations hereunder. Employee's
performance of any duties and responsibilities outside of Bermuda shall be
conducted in a manner consistent with any guidelines provided to Employee by the
Board of Directors of the Company (the "Company's Board").


                                   ARTICLE II.

                                      Term

         2.01. Term. Subject to Article V, the employment of the Employee under
this Agreement shall be for a term (the "Term") commencing as of the date first
written above and




continuing until the second anniversary of the date first written above;
provided, however, that the Term shall be extended as may be mutually agreed by
the parties.


                                  ARTICLE III.

                            Compensation and Expenses

         3.01. Salary, Incentive Awards and Benefits. As compensation and
consideration for the performance by Employee of his obligations under this
Agreement, Employee shall be entitled, during the Term, to the following
(subject, in each case, to the provisions of Article V hereof):

                  (a) Salary; Bonus. The Company shall pay Employee a base
salary at a rate to be determined by the Company's Board, upon recommendation of
the Direct Supervisor, or if such Direct Supervisor is not an officer of the
Company, an officer of the Company. The Company shall pay Employee a bonus of
$1.7 million in March 2005, and a bonus of $1.7 million in March 2006 (such
amounts being the "Bonus Amounts"). Salary shall be payable in accordance with
the normal payment procedures of the Company. Salary and bonuses shall be
subject to such withholding and other normal employee deductions as may be
required by law. Employee shall be entitled to payments pursuant to the
Company's long term incentive program.

                  (b) Awards. Employee shall participate in the stock incentive
plans of the Company, as amended through the date hereof and hereafter from time
to time (the "Plans"). Employee may receive grants from time to time as
determined by the Compensation Committee of the Company's Board. Employee shall
enter into separate award agreements with respect to such awards granted to him
("Awards") under the Plans, and his rights with respect to such Awards shall be
governed by the Plans and such award agreements.

                  (c) Benefits. Employee shall be eligible to participate in
such life insurance, health, disability and major medical insurance benefits,
and in such other employee benefit plans and programs for the benefit of the
employees and officers of the Company, as may be maintained from time to time
during the Term, in each case to the extent and in the manner available to other
employees of the Company, subject to the terms and provisions of such plan or
program.

                  (d) Vacation. Employee shall be entitled to reasonable paid
vacation periods, in accordance with Company policy, to be taken at his
discretion, in a manner consistent with his obligations to the Company under
this Agreement, and subject, with respect to timing, to the reasonable approval
of the Employee's supervisor at the Company.

         3.02. Expenses; Perquisites. During the Term, the Company shall provide
Employee with the following expense reimbursements and perquisites:

                  (a) Business Expenses. The Company will reimburse Employee for
reasonable business-related expenses incurred by him in connection with the
performance of his duties hereunder, subject, however, to the Company's policies
relating to business-related expenses as in effect from time to time.


                                      -2-



                  (b) Other Benefits. The Company may also provide for other
benefits for Employee as it determines from time to time.


                                   ARTICLE IV.

                                Exclusivity, Etc.

         4.01. Exclusivity. Employee agrees to perform his duties,
responsibilities and obligations hereunder efficiently and to the best of his
ability. Employee agrees that he will devote his entire working time, care and
attention and best efforts to such duties, responsibilities and obligations
throughout the Term.

         4.02. Other Business Ventures. Employee agrees that during the Term he
will not own, directly or indirectly, any controlling or substantial stock or
other beneficial interest in any business enterprise which is engaged in
business activities that are competitive with the business activities of the
Company or any of its divisions, subsidiaries or affiliates. The preceding
sentence notwithstanding, Employee may own, directly or indirectly, up to 1% of
the outstanding capital stock of any business having a class of capital stock
which is traded on any major stock exchange or in a national over-the-counter
market.

         4.03. Confidential Information. Employee agrees that he will not, at
any time during or after the Term, make use of or divulge to any other person,
firm or corporation any trade or business secret, process, method or means, or
any other confidential information concerning the business or policies of the
Company or any of its divisions, subsidiaries or affiliates, which he may have
learned in connection with his employment hereunder. For purposes of this
Agreement, a "trade or business secret, process, method or means, or any other
confidential information" shall include, but shall not be limited to, any
confidential or proprietary information, trade secrets, customer lists,
drawings, designs, information regarding product development, marketing plans,
sales plans, manufacturing plans, management organization information, operating
policies or manuals, business plans, financial records, packaging design or
other financial, commercial, business or technical information relating to the
Company or any of its divisions, subsidiaries or affiliates, or that the Company
or any of its subsidiaries or affiliates may receive belonging to suppliers,
customers or others who do business with the Company or any of its divisions,
subsidiaries or affiliates. Employee's obligation under this Section 4.03 shall
not apply to any information which (i) is known publicly; (ii) is in the public
domain or hereafter enters the public domain without the fault of Employee;
(iii) is known to Employee prior to his receipt of such information from the
Company or any of its divisions, subsidiaries or affiliates, as evidenced by
written records of Employee or (iv) is hereafter disclosed to Employee by a
third party not under an obligation of confidence to the Company or any of its
divisions, subsidiaries or affiliates. Employee agrees not to remove from the
premises of the Company, or as applicable, the premises of any of its divisions,
subsidiaries or affiliates, except as an employee of the Company in pursuit of
the business of the Company, its divisions, subsidiaries or affiliates, or
except as specifically permitted in writing by the Company's Board, any document
or other object containing or reflecting any such confidential information.
Employee recognizes that all such documents and objects, whether developed by
him or by


                                      -3-


someone else, will be the sole exclusive property of the Company and
its divisions, subsidiaries or affiliates, as applicable. Upon termination of
his employment hereunder, Employee shall forthwith deliver to the Company all
such confidential information, including without limitation all lists of
customers, correspondence, accounts, records and any other documents or property
made or held by him or under his control in relation to the business or affairs
of the Company or its subsidiaries or affiliates, and no copy of any such
confidential information shall be retained by him.

         4.04. Non-Competition Obligations. During the Term and, other than in
the case of the death of the Employee, upon any termination of the employment of
the Employee (including a termination upon expiration of the Term), the Employee
shall not, during the Non-Competition Period (as defined below), directly or
indirectly, whether as an employee consultant, independent contractor, partner,
joint venturer or otherwise, (A) engage in any business activities relating to
catastrophe modeling, or underwriting catastrophe risks, on behalf of any person
that competes, to a material extent, with the Company or its affiliates, or
engage in other business activities reasonably determined by the Company's board
to be competitive, to a material extent, with any substantial type or kind of
business activities conducted by the Company or any of its affiliates at the
time of termination; (B) on behalf of any person or entity engaged in business
activities competitive with the business activities of the Company or any of its
divisions, subsidiaries or affiliates, solicit or induce, or in any manner
attempt to solicit or induce, any person employed by, or as agent of, the
Company or any of its divisions, subsidiaries or affiliates to terminate such
person's contract of employment or agency, as the case may be, with the Company
or with any such division, subsidiary or affiliate or (C) divert, or attempt to
divert, any person, concern, or entity from doing business with the Company or
any of its divisions, subsidiaries or affiliates, nor will he attempt to induce
any such person, concern or entity to cease being a customer or supplier of the
Company or any of its divisions, subsidiaries or affiliates. The preceding
sentence notwithstanding, in the case of any termination of employment by the
Company or the Employee, the Company may elect within 30 days after such
termination, to waive the Employee's non-competition obligations.
Non-Competition Period means the period of one year following the date of
termination of employment, or such shorter period as the Company may elect
within 30 days after such termination.

         4.05. Remedies. Employee acknowledges that the Company's remedy at law
for a breach by him of the provisions of this Article IV will be inadequate.
Accordingly, in the event of a breach or threatened breach by Employee of any
provision of this Article IV, the Company shall be entitled to injunctive relief
in addition to any other remedy it may have. If any of the provisions of, or
covenants contained in, this Article IV are hereafter construed to be invalid or
unenforceable in any jurisdiction, the same shall not affect the remainder of
the provisions or the enforceability thereof in any other jurisdiction, which
shall be given full effect, without regard to the invalidity or unenforceability
in such other jurisdiction. If any of the provisions of, or covenants contained
in, this Article IV are held to be unenforceable in any jurisdiction because of
the duration or geographical scope thereof, the parties agree that the court
making such determination shall have the power to reduce the duration or
geographical scope of such provision or covenant and, in its reduced form, such
provision or covenant shall be enforceable; provided, however, that the
determination of such court shall not affect the enforceability of this Article
IV in any other jurisdiction.


                                      -4-



                                   ARTICLE V.

                                   Termination

         5.01. Termination for Cause. The Company shall have the right to
terminate Employee's employment at any time for "Cause". For purposes of this
Agreement, "Cause" shall mean (a) Employee's willful and continued failure to
substantially perform his duties under this Agreement, (b) the engaging by
Employee in willful misconduct which is demonstrably and materially injurious to
the Company or any of its divisions, subsidiaries or affiliates, monetarily or
otherwise, (c) the commission by Employee of an act of fraud or embezzlement
against the Company or any of its divisions, subsidiaries or affiliates, (d) the
conviction of Employee of a felony, or (e) Employee's material breach of the
provisions of any of Sections 4.01, 4.02, 4.03 or 4.04 of this Agreement,
provided Employee has received prior written notice of such breach.

         5.02. Death. In the event Employee dies during the Term, the Employee's
employment shall automatically terminate, such termination to be effective on
the date of Employee's death.

         5.03. Disability. In the event that Employee suffers a disability which
prevents him from substantially performing his duties under this Agreement for a
period of at least 90 consecutive days, or 180 non-consecutive days within any
365-day period, and Employee becomes eligible for the Company's long-term
disability plan, the Company shall have the right to terminate the Employee's
employment, such termination to be effective upon the giving of notice to
Employee in accordance with Section 6.03 of this Agreement.

         5.04. Termination Without Cause. The Company may at any time terminate
Employee's employment for reasons other than Cause.

         5.05.  Effect of Termination.

                  (a) Obligations of Company. In the event of any termination of
the Employee's employment hereunder, other than a Termination for Cause or an
election by the Employee to terminate his employment, (i) the Company shall pay
the Employee his base salary and the Bonus Amounts in the amounts and at the
times specified in Section 3.01, thru the end of the Term, and (ii) in addition,
if the Company does not waive the Non-Competition Obligation, then the Company
shall pay 175% of Employee's base salary during each month or portion thereof in
the Non-Competition Period that extends beyond the Term. In the event of a
termination of the Employee's employment hereunder due to a Termination for
Cause or an election by the Employee to terminate his employment, if the Company
does not waive the Non-Competition Obligation, then the Company shall pay 175%
of Employee's base salary during each month or portion thereof in the
Non-Competition Period.

                  (b) Awards. Except as otherwise provided in Section 5.05(a)
and Section 5.06, Employee's rights with respect to Awards, upon any termination
of his employment with the Company, shall be governed exclusively by the terms
and conditions of the Plans and any award agreements executed by Employee in
connection with the Plans.


                                      -5-


                  (c) Obligations of Employee. Employee may terminate his
employment at any time by 10 days' written notice to the Company. Employee shall
have no obligations to the Company under this Agreement after the termination of
his employment other that as provided in Section 5.07, and except and to the
extent Sections 4.03, 4.04 or 4.05 shall apply.

         5.06. Termination Following a Change in Control. In the event that a
Change in Control occurs (as hereinafter defined) and, on or within one year
following the date of such Change in Control, the Employee's employment is
terminated by the Company, or the Employee terminates his employment voluntarily
for "Good Reason" (as hereinafter defined), then, in lieu of the payments
described in Section 5.05(a), the Company shall pay the Employee, within fifteen
days following the date of such termination, a lump sum cash amount equal to the
sum of:

                           (i) An amount equal to Employee's base salary at the
highest rate in effect, through the end of the Term;

                           (ii) the full amount of the Bonus Amounts not
previously paid; and

                           (iii) 175% of the Employee's base salary as in effect
on the termination date for any month, or part thereof, that the Non-Competition
Period extends beyond the end of the Term.

         For purposes of this Agreement, "Good Reason" means

                  (A) any action taken or failed to be taken by the Company or
any of its officers which, without Employee's prior written consent, changes
Employee's position (including titles), authority, duties or responsibilities
from those in effect prior to the Change in Control, or reduces Employee's
ability to carry out such duties and responsibilities;

                  (B) any failure by the Company to comply with any of the
provisions of Section 3 of this Agreement, other than an insubstantial or
inadvertent failure which is remedied by the Company promptly after receipt of
notice thereof from Employee;

                  (C) the Company's requiring Employee to be employed at any
location more than 35 miles further from his current principal residence than
the location at which Employee was employed immediately preceding the Change in
Control; or

                  (D) any failure by the Company to obtain the assumption of and
agreement to perform this Agreement by a successor as contemplated by Section
6.02(b) of this Agreement.

         For purposes of this Agreement, "Change of Control" shall have the
meaning ascribed thereto in the Company's 2001 Stock Incentive Plan.

         Except as specifically provided in this Section 5.06, the effect of a
termination of Employee's employment following a Change in Control shall be
governed by the provisions of Section of 5.05.

                                      -6-


         5.07. Post-Termination Cooperation. Following any termination of
Employee's employment for any reason, Employee shall reasonably cooperate with
the Company to assist with existing or future investigations, proceedings,
litigations or examinations involving the Company or any of its affiliates. For
each day, or part thereof, that Employee provides assistance to the Company as
contemplated hereunder, the Company shall pay Employee an amount equal to (x)
divided by (y), where (x) equals the sum of Employee's annual base salary and
target bonus as in effect on the date of Employee's termination of employment,
and (y) equals 200. In addition, upon presentment of satisfactory documentation,
the Company will reimburse Employee for reasonable out-of-pocket travel, lodging
and other incidental expenses he incurs in providing such assistance. Employee
shall not be required to travel to Bermuda to provide any assistance
contemplated hereunder, but, if requested by the Company, shall make reasonable
good faith efforts to travel to such locations as the Company may reasonably
request.


                                   ARTICLE VI.

                                  Miscellaneous

         6.01. Life Insurance. Employee agrees that the Company or any of its
divisions, subsidiaries or affiliates may apply for and secure and own insurance
on Employee's life (in amounts determined by the Company). Employee agrees to
cooperate fully in the application for and securing of such insurance, including
the submission by Employee to such physical and other examinations, and the
answering of such questions and furnishing of such information by Employee, as
may be required by the carrier(s) of such insurance. Notwithstanding anything to
the contrary contained herein, neither the Company nor any of its divisions,
subsidiaries or affiliates shall be required to obtain any insurance for or on
behalf of Employee.

         6.02.  Benefit of Agreement; Assignment; Beneficiary.

                  (a) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns, including, without
limitation, any corporation or person which may acquire all or substantially all
of the Company's assets or business, or with or into which the Company may be
consolidated or merged. This Agreement shall also inure to the benefit of, and
be enforceable by, Employee and his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.

                  (b) The Company shall require any successor (whether direct or
indirect, by operation of law, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.

         6.03. Notices. Any notice required or permitted hereunder shall be in
writing and shall be sufficiently given if personally delivered or if sent by
telegram or telex or by registered or certified mail, postage prepaid, with
return receipt requested, addressed: (a) in the case of the Company to
Renaissance Services Ltd., Renaissance House, East Broadway, Hamilton,


                                      -7-



Bermuda, Attention: Secretary, or to such other address and/or to the attention
of such other person as the Company shall designate by written notice to
Employee; and (b) in the case of Employee, to Employee at his then current home
address as shown on the Company's books, or to such other address as Employee
shall designate by written notice to the Company. Any notice given hereunder
shall be deemed to have been given at the time of receipt thereof by the person
to whom such notice is given.

         6.04. Entire Agreement; Amendment. This Agreement contains the entire
agreement of the parties hereto with respect to the terms and conditions of
Employee's employment and supersedes any and all prior agreements and
understandings, whether written or oral, between the parties hereto with respect
to compensation due for services rendered hereunder, including, without
limitation, the Prior Agreement. This Agreement may not be changed or modified
except by an instrument in writing signed by both of the parties hereto.

         6.05. Waiver. The waiver by either party of a breach of any provision
of this Agreement shall not operate or be construed as a continuing waiver or as
a consent to or waiver of any subsequent breach hereof.

         6.06. Headings. The Article and Section headings herein are for
convenience of reference only, do not constitute a part of this Agreement and
shall not be deemed to limit or affect any of the provisions hereof.

         6.07. Enforcement. If any action at law or in equity is brought by
either party hereto to enforce or interpret any of the terms of this Agreement,
the prevailing party shall be entitled to reimbursement by the other party of
the reasonable costs and expenses incurred in connection with such action
(including reasonable attorneys' fees), in addition to any other relief to which
such party may be entitled. Employee shall have no right to enforce any of his
rights hereunder by seeking or obtaining injunctive or other equitable relief
and acknowledges that damages are an adequate remedy for any breach by the
Company of this Agreement.

         6.08. Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the internal laws of Bermuda without
reference to the principles of conflict of laws. The parties submit to the
non-exclusive jurisdiction of the courts of Bermuda.

         6.09. Agreement to Take Actions. Each party to this Agreement shall
execute and deliver such documents, certificates, agreements and other
instruments, and shall take such other actions, as may be reasonably necessary
or desirable in order to perform his or its obligations under this Agreement or
to effectuate the purposes hereof.

         6.10. No Mitigation; No Offset. Employee shall not be required to
mitigate damages or the amount of any payment provided for under this Agreement
by seeking (and, without limiting the generality of this sentence, no payment
otherwise required under this Agreement shall be reduced on account of) other
employment or otherwise, and payments under this Agreement shall not be subject
to offset in respect of any claims which the Company may have against Employee.


                                      -8-


         6.11. Attorneys' Fees. Each party to this Agreement will bear its own
expenses in connection with any dispute or legal proceeding between the parties
arising out of the subject matter of this Agreement, including any proceeding to
enforce any right or provision under this Agreement.

         6.12. Termination; Survivorship. This Agreement shall terminate upon
termination of the Employee's employment, except that the respective rights and
obligations of the parties under this Agreement as set forth herein shall
survive any termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations.

         6.13. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision or provisions of this Agreement, which shall remain in full
force and effect.

         6.14. Other Agreements. Employee represents and warrants to the Company
that to the best of his knowledge, neither the execution and delivery of this
Agreement nor the performance of his duties hereunder violates or will violate
the provisions of any other agreement to which he is a party or by which he is
bound.

         6.15.  Subsidiaries, etc.

                  (a) The obligations of the Company under this Agreement may be
satisfied by any subsidiary or affiliate of the Company for which Employee
serves as an employee under this Agreement, to the extent such obligations
relate to Employee's employment by such subsidiary or affiliate.

                  (b) The rights of the Company under this Agreement may be
enforced by any Subsidiary or affiliate of the Company for which Employee serves
as an employee under this Agreement, to the extent such rights relate to
Employee's employment by such subsidiary or affiliate.

         6.16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


                                  ARTICLE VII.

                           Indemnification of Employee

         7.01. Indemnification. The Company shall defend, hold harmless and
indemnify Employee to the fullest extent permitted by Bermuda law, as currently
in effect or as it may hereafter be amended, from and against any and all
damages, losses, liabilities, obligations, claims of any kind, costs, interest
or expense (including, without limitation, reasonable attorneys' fees and
expenses) (collectively, "Losses") that may be incurred or suffered by Employee
in


                                      -9-



connection with or arising out of his service with the Company (whether prior
to or following the date hereof), subject only to the provisions of Section 7.02
below.

         7.02. Exceptions to Right of Indemnification. No indemnification shall
be made under this Article VII in respect of the following:

                  (a) Losses relating to the disgorgement remedy contemplated by
Section 16 of the US Securities Exchange Act of 1934;

                  (b) Losses arising out of a knowing violation by Employee of a
material provision of this Article VII or any other agreement to which Employee
is a party with the Company; and

                  (c) Losses arising out of a final, nonappealable conviction of
Employee by a court of competent jurisdiction for a knowing violation of
criminal law. Moreover, the Company shall not effect any advances, or advance
any costs, relating to any proceeding (or part thereof) initiated by Employee
unless the initiation thereof was approved by the Board of Directors of the
Company, or as may be approved or ordered by a competent tribunal.

         7.03. Prepayment of Expenses. Unless Employee otherwise elects via
written notice to the Company, expenses incurred in defending any civil or
criminal action, suit or proceeding shall be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon receipt by the
Company of a written affirmation of Employee's good faith belief that his
conduct does not constitute the sort of behavior that would preclude his
indemnification under this Article VII and Employee furnishes the Company a
written undertaking, executed personally or on his behalf, to repay any advances
if it is ultimately determined that he is not entitled to be indemnified by the
Company under this Article VII.

         7.04. Continuation of Indemnity. All agreements and obligations of the
Company contained in this Article VII shall continue during the period in which
Employee is employed the Company and shall continue thereafter so long as
Employee shall be subject to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, and
whether formal or informal, by reason of the fact that Employee was a employed
by the Company.

         7.05. Indemnification Hereunder Not Exclusive. The indemnification and
prepayment of expenses provided by this Article VII is in addition to and shall
not be deemed exclusive of any other right to which Employee may be entitled
under the Company's Memorandum of Association, the Company's By-Laws, any
agreement, any vote of shareholders or disinterested directors, Bermuda law, any
other law (common or statutory) or otherwise. Nothing contained in this Article
VII shall be deemed to prohibit the Company from purchasing and maintaining
insurance, at its expense, to protect itself or Employee against any expense,
liability or loss incurred by it or him, whether or not Employee would be
indemnified against such expense, liability or loss under this Article VII;
provided that the Company shall not be liable under this Article VII to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
Employee has otherwise actually received such payment under any insurance
policy,


                                      -10-



contract, agreement or otherwise. In the event the Company makes any
indemnification payments to Employee and Employee is subsequently reimbursed
from the proceeds of insurance, Employee shall promptly refund such
indemnification payments to the Company to the extent of such insurance
reimbursement.

         IN WITNESS WHEREOF, the Company and Employee have duly executed this
Agreement as of the date first above written.

                  RENAISSANCERE HOLDINGS LTD.



                  By: /s/ James N. Stanard


                  ------------------------------
                  Name: James N. Stanard
                  Title: Chief Executive Officer



                  EMPLOYEE



                  By: /s/ John M. Lummis


                  ------------------------------
                  Name: John M. Lummis









                                      -11-

                   [LETTERHEAD OF RENAISSANCERE HOLDINGS LTD.]

June 22, 2004


Re: David A. Eklund Resignation

Dear Dave:

                  This letter will set forth our agreement with respect to your
resignation from RenaissanceRe Holdings Ltd. (the "Company") effective June 30,
2004.

                  You hereby resign as Executive Vice President of the Company,
and from all other titles or positions you now hold with the Company or any of
its subsidiaries or affiliates, such resignation to be effective as of June 30,
2004. The respective rights and obligations of the you and the Company in
connection with such resignation shall be governed by the terms and conditions
of your employment agreement with the Company dated June 30, 2003 (the
"Employment Agreement"), except that the "Non-Competition Period", as defined in
Section 4.04 of the Employment Agreement, shall continue until June 30, 2006.
From the date of your resignation through the end of the Non-Competition Period,
in lieu of any payments to which you would otherwise have been entitled under
Section 5.05(a) of the Employment Agreement, the Company shall pay you $375,000
per year, such amount to be payable in equal monthly installments as provided in
Section 5.05(a) of the Employment Agreement.

                  Your rights with respect to options and restricted stock
awards presently held by you will be governed by the terms and conditions of the
Company's stock plans under which such awards were granted, and any award
agreements relating thereto.

                  Except as provided in this letter, the respective rights and
obligations of you and the Company under the Employment Agreement shall remain
unchanged.

                                               Sincerely,



                                               RENAISSANCERE HOLDINGS LTD.


                                               By:     /s/ James N. Stanard
                                                  -----------------------------
                                                   James N. Stanard
                                                   Chief Executive Officer

AGREED TO AND ACCEPTED:

    /s/ David A. Eklund
- -----------------------------------------
David A. Eklund

    22 June 2004
- -----------------
Date

                                                                    Exhibit 10.4

                                                                  CONFORMED COPY




                      AMENDED AND RESTATED CREDIT AGREEMENT

                            Dated as of May 25, 2004

                                      Among

                             DAVINCIRE HOLDINGS LTD.

                                   as Borrower

                                       and

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                       and

                          CITIGROUP GLOBAL MARKETS INC.

                     as Sole Lead Arranger and Book Manager

                                       and

                                 CITIBANK, N.A.

                             as Administrative Agent






                                TABLE OF CONTENTS





ARTICLE I DEFINITIONS AND ACCOUNTING TERMS........................................................................1
         SECTION 1.01.         Certain Defined Terms..............................................................1
         SECTION 1.02.         Computation of Time Periods.......................................................12
         SECTION 1.03.         Accounting Terms..................................................................12

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES.....................................................................13
         SECTION 2.01.         The Advances......................................................................13
         SECTION 2.02.         Making the Advances...............................................................13
         SECTION 2.03.         Fees .............................................................................14
         SECTION 2.04.         Termination or Reduction of the Commitments.......................................14
         SECTION 2.05.         Repayment of Advances.............................................................14
         SECTION 2.06.         Interest on Advances..............................................................14
         SECTION 2.07.         Interest Rate Determination.......................................................14
         SECTION 2.08.         Optional Conversion of Advances...................................................15
         SECTION 2.09.         Prepayments of Advances...........................................................15
         SECTION 2.10.         Increased Costs...................................................................16
         SECTION 2.11.         Illegality........................................................................16
         SECTION 2.12.         Payments and Computations.........................................................17
         SECTION 2.13.         Taxes.............................................................................17
         SECTION 2.14.         Sharing of Payments, Etc..........................................................19
         SECTION 2.15.         Evidence of Debt..................................................................19
         SECTION 2.16.         Use of Proceeds...................................................................19
         SECTION 2.17.         Increase in the Aggregate Commitments.............................................20
         SECTION 2.18.         Extension of Termination Date.....................................................21

ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING..............................................................22
         SECTION 3.01.         Conditions Precedent to Effectiveness of Section 2.01.............................22
         SECTION 3.02.         Conditions Precedent to Each Borrowing, Commitment Increase and Extension Date....24
         SECTION 3.03.         Determinations Under Section 3.01.................................................24

ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................................................24
         SECTION 4.01.         Representations and Warranties of the Borrower....................................24

ARTICLE V COVENANTS OF THE BORROWER..............................................................................27
         SECTION 5.01.         Affirmative Covenants.............................................................27
         SECTION 5.02.         Negative Covenants................................................................31

ARTICLE VI EVENTS OF DEFAULT.....................................................................................33
         SECTION 6.01.         Events of Default.................................................................33

ARTICLE VII THE AGENT............................................................................................36
         SECTION 7.01.         Authorization and Action..........................................................36
         SECTION 7.02.         Agent's Reliance, Etc.............................................................36
         SECTION 7.03.         Citibank and Affiliates...........................................................36
         SECTION 7.04.         Lender Credit Decision............................................................36
         SECTION 7.05.         Indemnification...................................................................37
         SECTION 7.06.         Successor Agent...................................................................37







ARTICLE VIII MISCELLANEOUS.......................................................................................37
         SECTION 8.01.         Amendments, Etc...................................................................37
         SECTION 8.02.         Notices, Etc......................................................................37
         SECTION 8.03.         No Waiver; Remedies...............................................................38
         SECTION 8.04.         Costs and Expenses................................................................38
         SECTION 8.05.         Right of Set-off..................................................................39
         SECTION 8.06.         Binding Effect....................................................................40
         SECTION 8.07.         Assignments and Participations....................................................41
         SECTION 8.08.         Confidentiality...................................................................42
         SECTION 8.09.         Governing Law.....................................................................42
         SECTION 8.10.         Execution in Counterparts.........................................................42
         SECTION 8.11.         Jurisdiction, Etc.................................................................42
         SECTION 8.12.         Judgment..........................................................................42
         SECTION 8.13.         Waiver of Jury Trial..............................................................43







Schedules
Schedule I - List of Applicable Lending Offices
Schedule  4.01(a)           Jurisdictions
Schedule  4.01(c)(ii)       Adverse Changes
Schedule  4.01(d)           Litigation and Contingent Liabilities
Schedule  4.01(l)           Subsidiaries
Schedule  4.01(m) Insurance Licenses
Schedule  4.01(n)           Taxes
Schedule  5.02(g)           Liens



Exhibits
Exhibit A    -   Form of Note
Exhibit B    -   Form of Notice of Borrowing
Exhibit C    -   Form of Assignment and Acceptance
Exhibit D    -   Form of Pledge Agreement
Exhibit E    -   Form of Opinion of Counsel for the Borrower
Exhibit F    -   Form of Compliance Certificate














                                                                    Exhibit 10.4
                      AMENDED AND RESTATED CREDIT AGREEMENT

                            Dated as of May 25, 2004


                  DAVINCIRE HOLDINGS LTD., a corporation organized under the
laws of Bermuda (the "Borrower"), the banks, financial institutions and other
institutional lenders (the "Initial Lenders") listed on the signature pages
hereof, CITIGROUP GLOBAL MARKETS INC., as sole lead arranger and book manager,
and CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the
Lenders (as hereinafter defined), agree as follows:

                  PRELIMINARY STATEMENT. The Borrower, the lenders party thereto
and Citibank, as agent, are parties to a Credit Agreement dated as of April 19,
2002 (the "Existing Credit Agreement"). Subject to the satisfaction of the
conditions set forth in Section 3.01, the Borrower, the Lenders party hereto and
Citibank, as Agent, desire to amend and restate the Existing Credit Agreement as
herein set forth.


                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

Certain Defined Terms. As used in this Agreement, the following terms shall have
the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

                  "Advance" means an advance by a Lender to the Borrower as part
         of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate
         Advance (each of which shall be a "Type" of Advance).

                  "Affiliate" of any Person means any other Person which,
         directly or indirectly, controls or is controlled by or is under common
         control with such Person (excluding any trustee under, or any committee
         with responsibility for administering, any Plan). A Person shall be
         deemed to be:

                           (a) "controlled by" any other Person if such other
                  Person possesses, directly or indirectly, power: (i) to vote
                  20% or more of the securities having at the time of any
                  determination hereunder voting power for the election of
                  directors of such Person; or (ii) to direct or cause the
                  direction of the management and policies of such Person
                  whether by contract or otherwise; or

                           (b) "controlled by" or "under common control with"
                  such other Person if such other Person is the executor,
                  administrator, or other personal representative of such
                  Person.

                  "Agent's Account" means the account of the Agent maintained by
         the Agent at Citibank at its office at 388 Greenwich Street, New York,
         New York 10013, Account No. 36852248, Attention: Bank Loan
         Syndications.

                  "Annual Statement" means the annual financial statement of an
         Insurance Subsidiary as required to be filed with the Authority (or
         similar Governmental Authority) of such Subsidiary's domicile, together
         with all exhibits or schedules filed therewith, prepared in conformity
         with SAP.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance.

                  "Applicable Margin" means (a) for Base Rate Advances, 0% per
         annum and (b) for Eurodollar Rate Advances, as of any date, a
         percentage per annum determined by reference to the Public Debt Rating
         in effect on such date as set forth below:



                                       1




                -----------------------------------------------------------
                    Public Debt Rating          Applicable Margin for
                        S&P/Moody's           Eurodollar Rate Advances
                -----------------------------------------------------------
                Level 1
                A/A2 or above                          0.625%
                -----------------------------------------------------------
                Level 2
                A-/A3                                  0.750%
                -----------------------------------------------------------
                Level 3
                BBB+/Baa1                              0.850%
                -----------------------------------------------------------
                Level 4
                BBB/Baa2                               1.000%
                -----------------------------------------------------------
                Level 5
                BBB-/Baa3 or below                     1.255%
                -----------------------------------------------------------

                  "Applicable Percentage" means, as of any date a percentage per
         annum determined by reference to the Public Debt Rating in effect on
         such date as set forth below:

                ---------------------------------------------------------
                Public Debt Rating                   Applicable
                   S&P/Moody's                       Percentage
                ---------------------------------------------------------
                Level 1
                A/A2 or above                          0.125%
                ---------------------------------------------------------
                Level 2
                A-/A3                                  0.150%
                ---------------------------------------------------------
                Level 3
                BBB+/Baa1                              0.200%
                ---------------------------------------------------------
                Level 4
                BBB/Baa2                               0.250%
                ---------------------------------------------------------
                Level 5
                BBB-/Baa3 or below                     0.350%
                ---------------------------------------------------------

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Agent, in substantially the form of Exhibit C hereto.

                  "Assuming Lender" has the meaning specified in Section
         2.17(d).

                  "Assumption Agreement" has the meaning specified in Section
         2.17(d)(ii).

                  "Authority" means the Bermuda Monetary Authority or similar
         Governmental Authority in the applicable jurisdiction.

                  "Base Rate" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the highest of:

                           (a) the rate of interest announced publicly by
                  Citibank in New York, New York, from time to time, as
                  Citibank's base rate;

                           (b) the sum (adjusted to the nearest 1/4 of 1% or, if
                  there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%)
                  of (i)1/2 of 1% per annum, plus (ii) the rate obtained by
                  dividing (A) the latest three-week moving average of secondary
                  market morning offering rates in the United States for
                  three-month certificates of deposit of major United States
                  money market banks, such three-week moving average (adjusted
                  to the basis of a year of 360 days) being determined weekly on
                  each Monday (or, if such day is not a Business Day, on the
                  next succeeding Business Day) for the three-week period ending
                  on the previous Friday by Citibank on the basis of such rates
                  reported by certificate of deposit dealers to and published by
                  the Federal Reserve Bank of New York or, if such publication
                  shall be suspended or terminated, on the basis of quotations
                  for such rates



                                       2



                  received by Citibank from three New York certificate of
                  deposit dealers of recognized standing selected by Citibank,
                  by (B) a percentage equal to 100% minus the average of the
                  daily percentages specified during such three-week period by
                  the Board of Governors of the Federal Reserve System (or any
                  successor) for determining the maximum reserve requirement
                  (including, but not limited to, any emergency, supplemental or
                  other marginal reserve requirement) for Citibank with respect
                  to liabilities consisting of or including (among other
                  liabilities) three-month U.S. dollar non-personal time
                  deposits in the United States, plus (iii) the average during
                  such three-week period of the annual assessment rates
                  estimated by Citibank for determining the then current annual
                  assessment payable by Citibank to the Federal Deposit
                  Insurance Corporation (or any successor) for insuring U.S.
                  dollar deposits of Citibank in the United States; and

                           (c) 1/2 of one percent per annum above the Federal
                  Funds Rate.

                  "Base Rate Advance" means an Advance that bears interest as
         provided in Section 2.06(a)(i).

                  "Borrowing" means a borrowing consisting of simultaneous
         Advances of the same Type made by each of the Lenders pursuant to
         Section 2.01.

                  "Business Day" means a day of the year on which banks are not
         required or authorized by law to close in New York City or Hamilton,
         Bermuda and, if the applicable Business Day relates to any Eurodollar
         Rate Advances, on which dealings are carried on in the London interbank
         market.

                  "Capitalized Lease" means, as to any Person, any lease which
         is or should be capitalized on the balance sheet of such Person in
         accordance with GAAP, together with any other lease which is in
         substance a financing lease, including, without limitation, any lease
         under which (a) such Person has or will have an option to purchase the
         property subject thereto at a nominal amount or an amount less than a
         reasonable estimate of the fair market value of such property as of the
         date the lease is entered into or (b) the term of the lease
         approximates or exceeds the expected useful life of the property leased
         thereunder.

                  "Catastrophe Bond" means (a) any note, bond or other Debt
         instrument or any swap or other similar agreement which has a
         catastrophe, weather or other risk feature linked to payments
         thereunder and (b) any equity interest in a Person that is not a
         Subsidiary controlled, directly or indirectly, by the Borrower for the
         sole purpose of investing in Debt of the type described in clause (a),
         which, in the case of Catastrophe Bonds purchased by the Borrower or
         any of its Subsidiaries, are purchased in accordance with its customary
         reinsurance underwriting procedures.

                  "Change in Control" shall be deemed to have occurred if (a)
         any sale, lease, exchange or other transfer (in one transaction or a
         series of related transactions) of all, or substantially all, of the
         assets of the Borrower occurs; (b) any "person" as such term is used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act") other than RenaissanceRe Holdings Ltd., is
         or becomes, directly or indirectly, the "beneficial owner," as defined
         in Rule 13d-3 under the Exchange Act, of securities of the Borrower
         that represent 51% or more of the combined voting power of the
         Borrower's then outstanding securities; (c) during any period of two
         consecutive years, individuals who at the beginning of such period
         constituted the Board of Directors of the Borrower (together with any
         new directors whose nomination by the Board of Directors or whose
         election by the stockholders of the Borrower was approved by a vote of
         the directors of the Borrower then still in office who are either
         directors at the beginning of such period or whose election or
         nomination for election was previously so approved) cease for any
         reason to constitute a majority of the Borrower's Board of Directors
         then in office; or (d) Renaissance Re Holdings Ltd. shall cease for any
         reason to own, directly or indirectly, the power to exercise voting
         control of the Borrower.

                  "Commitment" means as to any Lender (a) the amount set forth
         opposite such Lender's name on the signature pages hereof, (b) if such
         Lender has become a Lender hereunder pursuant to an Assumption
         Agreement, the amount set forth in such Assumption Agreement or (c) if
         such Lender has entered into any Assignment and Acceptance, the amount
         set forth for such Lender in the Register maintained by the Agent





                                       3


         pursuant to Section 8.07(d), as such amount may be reduced pursuant to
         Section 2.04 or increased pursuant to Section 2.17.

                  "Commitment Date" has the meaning specified in Section
         2.17(b).

                  "Commitment Increase" has the meaning specified in Section
         2.17(a).

                  "Compliance Certificate" means a certificate substantially in
         the form of Exhibit F but with such changes as the Agent may from time
         to time request for purposes of monitoring the Borrower's compliance
         herewith.

                  "Consenting Lender" has the meaning specified in Section
         2.18(b).

                  "Consolidated" refers to the consolidation of accounts in
         accordance with GAAP.

                  "Consolidated Debt" means the consolidated Debt of the
         Borrower and its Subsidiaries, including without limitation the
         principal amount of the Advances.

                  "Contingent Liability" means any agreement, undertaking or
         arrangement by which any Person (outside the ordinary course of
         business) guarantees, endorses, acts as surety for or otherwise becomes
         or is contingently liable for (by direct or indirect agreement,
         contingent or otherwise, to provide funds for payment by, to supply
         funds to, or otherwise to invest in, a debtor, or otherwise to assure a
         creditor against loss) the Debt, obligation or other liability of any
         other Person (other than by endorsements of instruments in the course
         of collection), or for the payment of dividends or other distributions
         upon the shares of any other Person or undertakes or agrees
         (contingently or otherwise) to purchase, repurchase, or otherwise
         acquire or become responsible for any Debt, obligation or liability or
         any security therefor, or to provide funds for the payment or discharge
         thereof (whether in the form of loans, advances, stock purchases,
         capital contributions or otherwise), or to maintain solvency, assets,
         level of income, or other financial condition of any other Person, or
         to make payment or transfer property to any other Person other than for
         fair value received; provided, however, that obligations of the
         Borrower or any of its Subsidiaries under Primary Policies or
         Reinsurance Agreements which are entered into in the ordinary course of
         business (including security posted to secure obligations thereunder)
         shall not be deemed to be Contingent Liabilities of such Person for the
         purposes of this Agreement. The amount of any Person's obligation under
         any Contingent Liability shall (subject to any limitation set forth
         therein) be deemed to be the lesser of (i) the outstanding principal
         amount (or maximum permitted principal amount, if larger) of the Debt,
         obligation or other liability guaranteed or supported thereby or (ii)
         the maximum stated amount so guaranteed or supported.

                  "Contractual Obligation" means, relative to any Person, any
         obligation, commitment or undertaking under any agreement or other
         instrument to which such Person is a party or by which it or any of its
         property is bound or subject.

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Advances of one Type into Advances of the other Type
         pursuant to Section 2.07 or 2.08.

                  "DaVinciRe Catastrophe-Linked Security" means any Catastrophe
         Bond (of the type described in clause (a) of the definition of
         Catastrophe Bond) issued or otherwise entered into by the Borrower or
         any of its Insurance Subsidiaries to cede risk which (a) has a
         scheduled maturity date after the Termination Date and (b) upon the
         occurrence of catastrophe claims under the terms thereof in excess of a
         predefined level that is no more remote than a one in 100 (or 1.00%)
         year or event, is subject to either (i) mandatory forgiveness of
         repayment at least to the extent of such excess or (ii) mandatory
         conversion into equity of the Borrower or such Subsidiary at least to
         the extent of such excess. The occurrence of forgiveness or conversion
         prior to the Termination Date shall not be deemed to violate clause (a)
         of the preceding sentence.




                                       4



                  "Debt" means, with respect to any Person, at any date, without
         duplication, (a) all obligations of such Person for borrowed money or
         in respect of loans or advances (including, without limitation, any
         such obligation issued by such Person that qualify as Catastrophe Bonds
         described in clause (a) of the definition thereof net of any escrow
         established (whether directly or to secure any letter of credit issued
         to back such Catastrophe Bonds) in connection with such Catastrophe
         Bonds); (b) all obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments; (c) all obligations in
         respect of letters of credit which have been drawn but not reimbursed
         by the Person for whose account such letter of credit was issued, and
         bankers' acceptances issued for the account of such Person; (d) all
         obligations in respect of Capitalized Leases of such Person; (e) all
         net Hedging Obligations of such Person; (f) whether or not so included
         as liabilities in accordance with GAAP, all obligations of such Person
         to pay the deferred purchase price of property or services; (g) Debt of
         such Person secured by a Lien on property owned or being purchased by
         such Person (including Debt arising under conditional sales or other
         title retention agreements) whether or not such Debt is limited in
         recourse (it being understood, however, that if recourse is limited to
         such property, the amount of such Debt shall be limited to the lesser
         of the face amount of such Debt and the fair market value of all
         property of such Person securing such Debt); (h) any Debt of another
         Person secured by a Lien on any assets of such first Person, whether or
         not such Debt is assumed by such first Person (it being understood that
         if such Person has not assumed or otherwise become personally liable
         for any such Debt, the amount of the Debt of such person in connection
         therewith shall be limited to the lesser of the face amount of such
         Debt and the fair market value of all property of such Person securing
         such Debt); and (i) any Debt of a partnership in which such Person is a
         general partner unless such Debt is nonrecourse to such Person;
         provided that, notwithstanding anything to contrary contained herein,
         Debt shall not include (w) Contingent Liabilities, (x) issued, but
         undrawn, letters of credit which have been issued to reinsurance
         cedents in the ordinary course of business, (y) unsecured current
         liabilities incurred in the ordinary course of business and paid within
         90 days after the due date (unless contested diligently in good faith
         by appropriate proceedings and, if requested by the Agent, reserved
         against in conformity with GAAP) other than liabilities that are for
         money borrowed or are evidenced by bonds, debentures, notes or other
         similar instruments (except as described in clauses (w) or (x) above)
         or (z) any obligations of such Person under any Reinsurance Agreement
         or any Primary Policy.

                  "Debt to Capital Ratio" means the ratio of (a) Consolidated
         Debt to (b) the sum of Net Worth plus Consolidated Debt.

                  "Default" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                  "Domestic Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on Schedule I hereto or in the Assumption Agreement
         or the Assignment and Acceptance pursuant to which it became a Lender,
         or such other office of such Lender as such Lender may from time to
         time specify to the Borrower and the Agent.

                  "Effective Date" has the meaning specified in Section 3.01.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender; (iii) a commercial bank organized under the laws of the United
         States, or any State thereof, and having total assets in excess of
         $500,000,000; (iv) a savings and loan association or savings bank
         organized under the laws of the United States, or any State thereof,
         and having total assets in excess of $500,000,000; (v) a commercial
         bank organized under the laws of any other country that is a member of
         the Organization for Economic Cooperation and Development or has
         concluded special lending arrangements with the International Monetary
         Fund associated with its General Arrangements to Borrow, or a political
         subdivision of any such country, and having total assets in excess of
         $500,000,000, so long as such bank is acting through a branch or agency
         located in the country in which it is organized or another country that
         is described in this clause (v); (vi) the central bank of any country
         that is a member of the Organization for Economic Cooperation and
         Development; (vii) a finance company, insurance company or other
         financial institution or fund (whether a corporation, partnership,
         trust or other entity) that is engaged in making, purchasing or
         otherwise investing in commercial loans in the ordinary course of its
         business and having total assets in excess of $500,000,000; and (viii)
         any other Person approved by the Agent and, unless an Event of Default





                                       5



         has occurred and is continuing at the time any assignment is effected
         in accordance with Section 8.07, the Borrower, such approval not to be
         unreasonably withheld or delayed; provided, however, that neither the
         Borrower nor an Affiliate of the Borrower shall qualify as an Eligible
         Assignee.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and any successor statute, and all
         rules and regulations from time to time promulgated thereunder.

                  "ERISA Affiliate" means any Person (including any trade or
         business, whether or not incorporated) that would be deemed to be under
         "common control" with, or a member of the same "controlled group" as,
         the Borrower or any of its Subsidiaries, within the meaning of Sections
         414(b), (c), (m) or (o) of the Internal Revenue Code or Section 4001 of
         ERISA.

                  "ERISA Event" means any of the following with respect to a
         Plan or Multiemployer Plan, as applicable: (a) a Reportable Event with
         respect to a Plan or a Multiemployer Plan, (b) a complete or partial
         withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer
         Plan that results in liability under Section 4201 or 4204 of ERISA, or
         the receipt by the Borrower or any ERISA Affiliate of notice from a
         Multiemployer Plan that it is in reorganization or insolvency pursuant
         to Section 4241 or 4245 of ERISA or that it intends to terminate or has
         terminated under Section 4041A of ERISA, (c) the distribution by the
         Borrower or any ERISA Affiliate under Section 4041 or 4041A of ERISA of
         a notice of intent to terminate any Plan or the taking of any action to
         terminate any Plan, (d) the commencement of proceedings by the PBGC
         under Section 4042 of ERISA for the termination of, or the appointment
         of a trustee to administer, any Plan, or the receipt by the Borrower or
         any ERISA Affiliate of a notice from any Multiemployer Plan that such
         action has been taken by the PBGC with respect to such Multiemployer
         Plan, (e) the institution of a proceeding by any fiduciary of any
         Multiemployer Plan against the Borrower or any ERISA Affiliate to
         enforce Section 515 of ERISA, which is not dismissed within thirty (30)
         days, or (f) the imposition upon the Borrower or any ERISA Affiliate of
         any liability under Title IV of ERISA, other than for PBGC premiums due
         but not delinquent under Section 4007 of ERISA, or the imposition or
         threatened imposition of any Lien upon any assets of the Borrower or
         any ERISA Affiliate as a result of any alleged failure to comply with
         the Internal Revenue Code or ERISA in respect of any Plan.

                  "Eurocurrency Liabilities" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Eurodollar Lending Office"
         opposite its name on Schedule I hereto or in the Assumption Agreement
         or the Assignment and Acceptance pursuant to which it became a Lender
         (or, if no such office is specified, its Domestic Lending Office), or
         such other office of such Lender as such Lender may from time to time
         specify to the Borrower and the Agent.

                  "Eurodollar Rate" means, for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the rate per annum (rounded upward to the nearest whole
         multiple of 1/16 of 1% per annum) appearing on Moneyline Telerate
         Markets Page 3750 (or any successor page) as the London interbank
         offered rate for deposits in U.S. dollars at approximately 11:00 A.M.
         (London time) two Business Days prior to the first day of such Interest
         Period for a term comparable to such Interest Period or, if for any
         reason such rate is not available, the rate per annum at which deposits
         in U.S. dollars are offered by the principal office of Citibank in
         London, England to prime banks in the London interbank market at 11:00
         A.M. (London time) two Business Days before the first day of such
         Interest Period in an amount substantially equal to Citibank's
         Eurodollar Rate Advance comprising part of such Borrowing to be
         outstanding during such Interest Period and for a period equal to such
         Interest Period by (b) a percentage equal to 100% minus the Eurodollar
         Rate Reserve Percentage for such Interest Period. If the Moneyline
         Telerate Markets Page 3750 (or any successor page) is unavailable, the
         Eurodollar Rate for any Interest Period for each Eurodollar Rate
         Advance comprising part of the same Borrowing shall be determined by
         the Agent on the basis of the applicable rate furnished to and received
         by the Agent from Citibank two Business Days before the first day of
         such Interest Period, subject, however, to the provisions of Section
         2.07.



                                       6



                  "Eurodollar Rate Advance" means an Advance that bears interest
         as provided in Section 2.06(a)(ii).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
         for all Eurodollar Rate Advances comprising part of the same Borrowing
         means the reserve percentage applicable two Business Days before the
         first day of such Interest Period under regulations issued from time to
         time by the Board of Governors of the Federal Reserve System (or any
         successor) for determining the maximum reserve requirement (including,
         without limitation, any emergency, supplemental or other marginal
         reserve requirement) for a member bank of the Federal Reserve System in
         New York City with respect to liabilities or assets consisting of or
         including Eurocurrency Liabilities (or with respect to any other
         category of liabilities that includes deposits by reference to which
         the interest rate on Eurodollar Rate Advances is determined) having a
         term equal to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Executive Officer" means, as to any Person, the president,
         the chief financial officer, the chief executive officer, the general
         counsel, the treasurer or the secretary.

                  "Existing Credit Agreement" has the meaning specified in the
         Preliminary Statement.

                  "Extension Date" has the meaning specified in Section 2.18(b).

                  "Federal Funds Rate" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day that is a
         Business Day, the average of the quotations for such day on such
         transactions received by the Agent from three Federal funds brokers of
         recognized standing selected by it.

                  "Fiscal Quarter" means any quarter of a Fiscal Year.

                  "Fiscal Year" means any period of twelve consecutive calendar
         months ending on the last day of December.

                  "Foreign Plan" has the meaning specified in Section
         4.01(e)(ii).

                  "FRB" means the Board of Governors of the Federal Reserve
         System, and any Governmental Authority succeeding to any of its
         principal functions.

                  "GAAP" means generally accepted accounting principles in the
         United States set forth from time to time in the opinions and
         pronouncements of the Accounting Principles Board and the American
         Institute of Certified Public Accountants and statements and
         pronouncements of the Financial Accounting Standards Board (or agencies
         with similar functions of comparable stature and authority within the
         U.S. accounting profession), which are applicable to the circumstances
         as of the date of determination.

                  "Governmental Authority" means any nation or government, any
         state or other political subdivision thereof, and any entity exercising
         executive, legislative, judicial, regulatory or administrative powers
         or functions of or pertaining to government.

                  "Hedging Obligations" means, with respect to any Person, the
         net liability of such Person under any futures contract or options
         contract (including property catastrophe futures and options), interest
         rate swap agreements and interest rate collar agreements and all other
         agreements or arrangements (other than Retrocession Agreements and
         Catastrophe Bonds) designed to protect such Person against catastrophic
         events, fluctuations in interest rates or currency exchange rates.




                                       7



                  "Increase Date" has the meaning specified in Section 2.17(a).

                  "Increasing Lender" has the meaning specified in Section
         2.17(b).

                  "Insurance Code" means, with respect to any Insurance
         Subsidiary, the Insurance Code or law of such Insurance Subsidiary's
         domicile and any successor statute of similar import, together with the
         regulations thereunder, as amended or otherwise modified and in effect
         from time to time. References to sections of the Insurance Code shall
         be construed to also refer to successor sections.

                  "Insurance Policies" means policies purchased from insurance
         companies by the Borrower or any of its Subsidiaries, for its own
         account to insure against its own liability and property loss
         (including, without limitation, casualty, liability and workers'
         compensation insurance), other than Retrocession Agreements.

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Eurodollar Rate Advance or the date of the Conversion of
         any Base Rate Advance into such Eurodollar Rate Advance and ending on
         the last day of the period selected by the Borrower pursuant to the
         provisions below and, thereafter, with respect to Eurodollar Rate
         Advances, each subsequent period commencing on the last day of the
         immediately preceding Interest Period and ending on the last day of the
         period selected by the Borrower pursuant to the provisions below. The
         duration of each such Interest Period shall be one, two, three or six
         months, as the Borrower may, upon notice received by the Agent not
         later than 11:00 A.M. (New York City time) on the third Business Day
         prior to the first day of such Interest Period, select; provided,
         however, that:

         (a)  the Borrower may not select any Interest Period with respect to
              any Eurodollar Rate Advance that ends after any principal
              repayment installment date unless, after giving effect to such
              selection, the aggregate principal amount of Base Rate Advances
              and of Eurodollar Rate Advances having Interest Periods that end
              on or prior to such principal repayment installment date shall be
              at least equal to the aggregate principal amount of Advances due
              and payable on or prior to such date;

         (b)  Interest Periods commencing on the same date for Eurodollar Rate
              Advances comprising part of the same Borrowing shall be of the
              same duration;

         (c)  whenever the last day of any Interest Period would otherwise occur
              on a day other than a Business Day, the last day of such Interest
              Period shall be extended to occur on the next succeeding Business
              Day, provided, however, that, if such extension would cause the
              last day of such Interest Period to occur in the next following
              calendar month, the last day of such Interest Period shall occur
              on the next preceding Business Day; and

         (d)  whenever the first day of any Interest Period occurs on a day of
              an initial calendar month for which there is no numerically
              corresponding day in the calendar month that succeeds such initial
              calendar month by the number of months equal to the number of
              months in such Interest Period, such Interest Period shall end on
              the last Business Day of such succeeding calendar month.

                  "Insurance Subsidiary" means any Subsidiary of the Borrower
         which is licensed by any Governmental Authority to engage in the
         insurance business by issuing Primary Policies or entering into
         Reinsurance Agreements.

                  "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.



                                       8



                  "Invested Assets" means cash, cash equivalents, short term
         investments, investments held for sale and any other assets which are
         treated as investments under GAAP, provided that Catastrophe Bonds
         shall not be deemed to be Invested Assets.

                  "Lenders" means the Initial Lenders, each Assuming Lender that
         shall become a party hereto pursuant to Section 2.17 and each Person
         that shall become a party hereto pursuant to Section 8.07.

                  "Lien" means, when used with respect to any Person, any
         interest in any real or personal property, asset or other right held,
         owned or being purchased or acquired by such Person for its own use,
         consumption or enjoyment which secures payment or performance of any
         obligation and shall include any mortgage, lien, pledge, encumbrance,
         charge, retained title of a conditional vendor or lessor, or other
         security agreement, mortgage, deed of trust, chattel mortgage,
         assignment, pledge, retention of title, financing or similar statement
         or notice, or other encumbrance arising as a matter of law, judicial
         process or otherwise.

                  "Loan Documents" means this Agreement, each Note, the Pledge
         Agreement and all other agreements, instruments, certificates,
         documents, schedules or other written indicia delivered by the Borrower
         or any of its Subsidiaries in connection with any of the foregoing.

                  "Material Adverse Effect" means the occurrence of an event
         (including any adverse determination in any litigation, arbitration, or
         governmental investigation or proceeding) which has or could reasonably
         be expected to have a materially adverse effect on (a) the assets,
         business, financial condition or operations of the Borrower and its
         Subsidiaries taken as a whole; or (b) the ability of the Borrower to
         perform any of its payment or other material obligations under any of
         the Loan Documents; or (c) the legality, validity, binding effect or
         enforceability against the Borrower of any Loan Document that by its
         terms purports to bind the Borrower.

                  "Material Insurance Subsidiary" means an Insurance Subsidiary
that is also a Material Subsidiary.

                  "Material Subsidiary" means (a) DaVinci Reinsurance Ltd. and
         (b) each other Subsidiary of the Borrower that either (i) as of the end
         of the most recently completed Fiscal Year of the Borrower for which
         audited financial statements are available, has assets that exceed 10%
         of the total consolidated assets of the Borrower and all its
         Subsidiaries as of the last day of such period or (ii) for the most
         recently completed Fiscal Year of the Borrower for which audited
         financial statements are available, has revenues that exceed 10% of the
         consolidated revenue of the Borrower and all of its Subsidiaries for
         such period.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Multiemployer Plan" means a multiemployer plan as defined in
         section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
         Affiliate is making or accruing an obligation to make, contributions,
         or has within any of the preceding five plan years made or accrued an
         obligation to make, contributions.

                  "Net Worth" means, as to any Person, the sum (without
         duplication) of (a) the shareholders equity, calculated in accordance
         with GAAP, plus (b) any preferred shares of the such Person and its
         consolidated Subsidiaries which shall not be redeemable before the
         Termination Date.

                  "Non-Consenting Lender" has the meaning specified in Section
         2.18(b).

                  "Note" means a promissory note of the Borrower payable to the
         order of any Lender, delivered pursuant to a request made under Section
         2.15 in substantially the form of Exhibit A hereto, evidencing the
         aggregate indebtedness of the Borrower to such Lender resulting from
         the Advances made by such Lender.

                  "Notice of Borrowing" has the meaning specified in Section
         2.02(a).

                  "Ordinary Course Litigation" is defined in Section 4.01(d).



                                       9



                  "Organization Documents" means, (a) with respect to any
         corporation, the certificate or articles of incorporation, and the
         bylaws (or equivalent of comparable constitutive documents with respect
         to any non-U.S. jurisdiction), any certificate of determination or
         instrument relating to the rights of preferred shareholders of such
         corporation, and any shareholder rights agreement; (b) with respect to
         any limited liability company, the certificate or articles of formation
         or organization and operating agreement; and (c) with respect to any
         partnership, joint venture, trust or other form of business entity, the
         partnership, joint venture or other applicable agreement of formation
         or organization and any agreement, instrument, filing or notice with
         respect thereto filed in connection with its formation or organization
         with the applicable Governmental Authority in the jurisdiction of its
         formation or organization and, if applicable, any certificate or
         articles of formation or organization of such entity.

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).

                  "Permitted Investment" means, at any time:

                           (a) any evidence of Debt issued or guaranteed by the
                  United States Government;

                           (b) commercial paper, maturing not more than one year
                  from the date of issue, which is issued by (i) a corporation
                  (except an Affiliate of the Borrower) rated at least A-2 by
                  S&P, P-2 by Moody's or D-2 by Duff & Phelps Credit Rating
                  Company, or (ii) any Lender (or its holding company);

                           (c) any certificate of deposit or bankers' acceptance
                  or eurodollar time deposit, maturing not more than one year
                  after the date of issue, which is issued by either (i) a
                  financial institution which is rated at least BBB- by S&P or
                  Duff & Phelps Credit Rating Company or Baa3 by Moody's or 2 or
                  above by the National Association of Insurance Commissioners,
                  or (ii) any Lender;

                           (d) any repurchase agreement with a term of one year
                  or less which (i) is entered into with (A) any Lender, or (B)
                  any other commercial banking institution of the stature
                  referred to in clause (c)(i), and (ii) is secured by a fully
                  perfected Lien in any obligation of the type described in any
                  of clauses (a) through (c) that has a market value at the time
                  such repurchase agreement is entered into of not less than
                  100% of the repurchase obligation of such Lender (or other
                  commercial banking institution) thereunder;

                           (e) investments in money market funds that invest
                  solely in Permitted Investments described in clauses (a)
                  through (d);

                           (f) investments in short-term asset management
                  accounts offered by any Lender for the purpose of investing in
                  loans to any corporation (other than an Affiliate of the
                  Borrower) organized under the laws of any state of the United
                  States or of the District of Columbia and rated at least A-1
                  by S&P or P-1 by Moody's;

                           (g) investments in non-equity securities which are
                  rated at least BBB- by S&P or Duff & Phelps Credit Rating
                  Company or Baa3 by Moody's or 2 or above by the National
                  Association of Insurance Commissioners;

                           (h) investments in non-equity securities which are
                  not rated but are determined by the Borrower's investment
                  managers to be of comparable quality to investments permitted
                  under clause (g); provided, however, that as promptly as
                  practicable upon receipt of a written notice from the Agent or
                  the Required Lenders stating that an investment is not
                  permitted under this clause (h), the Borrower shall sell such
                  investment; and



                                       10



                           (i) investments in preferred equity interests issued
                  by Renaissance Investment Holdings Ltd., provided that the
                  assets thereof are invested solely in Permitted Investments
                  described in clauses (a) through (h).

                  "Person" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, joint venture, limited liability company or
         other entity, or a government or any political subdivision or agency
         thereof.

                  "Plan" means any "employee pension benefit plan", within the
         meaning of Section 3(2) of ERISA that is subject to the provisions of
         Title IV of ERISA (other than a Multiemployer Plan) and to which the
         Borrower or any ERISA Affiliate may have any liability.

                  "Pledge Agreement" has the meaning specified in Section 3.01.

                  "Primary Policies" means any insurance policies issued by an
         Insurance Subsidiary.

                  "Public Debt Rating" means, as of any date, the lowest rating
         that has been most recently announced by either S&P or Moody's, as the
         case may be, for any class of non-credit enhanced long-term senior
         unsecured debt issued by the Borrower. For purposes of the foregoing,
         (a) if only one of S&P and Moody's shall have in effect a Public Debt
         Rating, the Applicable Margin and the Applicable Percentage shall be
         determined by reference to the available rating; (b) if neither S&P nor
         Moody's shall have in effect a Public Debt Rating, the Applicable
         Margin and the Applicable Percentage will be set two levels below the
         Financial Strength Rating for DaVinci Reinsurance Ltd. issued by either
         S&P or Moody's (e.g., a Financial Strength Rating of "A" issued by S&P
         would equate to an implied senior unsecured debt rating of BBB+ ); (c)
         if the ratings established by S&P and Moody's shall fall within
         different levels, the Applicable Margin and the Applicable Percentage
         shall be based upon the higher rating, unless the difference between
         such ratings is two or more levels, in which case the Applicable Margin
         and the Applicable Percentage shall be based upon the rating that is
         one level below the higher of such ratings; (d) if any rating
         established by S&P or Moody's shall be changed, such change shall be
         effective as of the date on which such change is first announced
         publicly by the rating agency making such change; and (e) if S&P or
         Moody's shall change the basis on which ratings are established, each
         reference to the Public Debt Rating announced by S&P or Moody's, as the
         case may be, shall refer to the then equivalent rating by S&P or
         Moody's, as the case may be.

                  "Register" has the meaning specified in Section 8.07(d).

                  "Regulator" means (a) with respect to Bermuda, the Bermuda
         Monetary Authority and (b) with respect to any other jurisdiction, the
         similar Governmental Authority in the applicable jurisdiction.

                  "Reinsurance Agreements" means any agreement, contract,
         treaty, certificate or other arrangement whereby the Borrower or any
         Subsidiary agrees to assume from or reinsure an insurer or reinsurer
         all or part of the liability of such insurer or reinsurer under a
         policy or policies of insurance issued by such insurer or reinsurer,
         including (for purposes of this Agreement) Catastrophe Bonds.

                  "Reportable Event" means (a) any "reportable event" within the
         meaning of Section 4043(c) of ERISA for which the 30-day notice under
         Section 4043(a) of ERISA has not been waived by the PBGC (including any
         failure to meet the minimum funding standard of, or timely make any
         required installment under, Section 412 of the Code or Section 302 of
         ERISA, regardless of the issuance of any waivers in accordance with
         Section 412(d) of the Internal Revenue Code), (b) any such "reportable
         event" subject to advance notice to the PBGC under Section 4043(b)(3)
         of ERISA, (c) any application for a funding waiver or an extension of
         any amortization period pursuant to Section 412 of the Code, and (d) a
         cessation of operations described in Section 4062(e) of ERISA.




                                       11



                  "Required Lenders" means at any time Lenders owed at least a
         majority in interest of the then aggregate unpaid principal amount of
         the Advances owing to Lenders, or, if no such principal amount is then
         outstanding, Lenders having at least a majority in interest of the
         Commitments.

                  "Requirement of Law" for any Person means the Organization
         Documents of such Person, and any law, treaty, rule, ordinance or
         regulation or determination of an arbitrator or a court or other
         governmental authority, in each case applicable to or binding upon such
         Person or any of its property or to which such Person or any of its
         property is subject.

                  "Retrocession Agreement" means any agreement, treaty,
         certificate or other arrangement whereby any Insurance Subsidiary cedes
         to another insurer all or part of such Insurance Subsidiary's liability
         under a policy or policies of insurance reinsured by such Insurance
         Subsidiary.

                  "S&P" means Standard & Poor's, a division of The McGraw-Hill
         Companies, Inc.

                  "SAP" means, as to each Insurance Subsidiary, the statutory
         accounting practices prescribed or permitted by the Authority (or other
         similar authority) in such Insurance Subsidiary's domicile for the
         preparation of Annual Statements and other financial reports by
         insurance corporations of the same type as such Insurance Subsidiary.

                  "Shareholders Agreement" means the Amended and Restated
         Shareholders Agreement dated as of December 20, 2001 among the
         Borrower, DaVinci Reinsurance Ltd. and the shareholders listed form
         time to time to Schedule I thereto.

                  "Statutory Financial Statements" is defined in Section
         4.01(b).

                  "Subsidiary" means a Person of which the indicated Person
         and/or its other Subsidiaries, individually or in the aggregate, own,
         directly or indirectly, such number of outstanding shares or other
         equity interests as have at the time of any determination hereunder
         more than 50% of the ordinary voting power. Unless otherwise specified,
         "Subsidiary" means a Subsidiary of the Borrower.

                  "Termination Date" means the earlier of May 25, 2007, as such
         date may be extended pursuant to Section 2.18 and the date of
         termination in whole of the Commitments pursuant to Section 2.04 or
         6.01; provided, however, that the Termination Date of any Lender that
         is a Non-Consenting Lender to any requested extension pursuant to
         Section 2.18 shall be the Termination Date in effect immediately prior
         to the applicable Extension Date for all purposes of this Agreement.

Computation of Time Periods. In this Agreement in the computation of periods of
time from a specified date to a later specified date, the word "from" means
"from and including" and the words "to" and "until" each mean "to but
excluding".

Accounting Terms. Unless otherwise defined or the context otherwise requires,
all financial and accounting terms used herein or in any of the Loan Documents
or any certificate or other document made or delivered pursuant hereto shall be
defined in accordance with GAAP or SAP, as the context may require. When used in
this Agreement, the term "financial statements" shall include the notes and
schedules thereto. In addition, when used herein, the terms "best knowledge of"
or "to the best knowledge of" any Person shall mean matters within the actual
knowledge of such Person (or an Executive Officer or general partner of such
Person) or which should have been known by such Person after reasonable inquiry.




                                       12



                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

The Advances. Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make Advances to the Borrower from time to time on any
Business Day during the period from the Effective Date until the Termination
Date in an aggregate amount not to exceed at any time outstanding such Lender's
Commitment. Each Borrowing shall be in an aggregate amount of $5,000,000 or an
integral multiple of $1,000,000 in excess thereof and shall consist of Advances
of the same Type made on the same day by the Lenders ratably according to their
respective Commitments. Within the limits of each Lender's Commitment, the
Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and
reborrow under this Section 2.01.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later
than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the
date of the proposed Borrowing in the case of a Borrowing consisting of
Eurodollar Rate Advances or (y) 11:00 A.M. (New York City time) on the first
Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which
shall give to each Lender prompt notice thereof by telecopier or telex. Each
such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone,
confirmed immediately in writing, or telecopier or telex in substantially the
form of Exhibit B hereto, specifying therein the requested (i) date of such
Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate
amount of such Borrowing, and (iv) in the case of a Borrowing consisting of
Eurodollar Rate Advances, initial Interest Period for each such Advance. Each
Lender shall, before 11:00 A.M. (New York City time) on the date of such
Borrowing make available for the account of its Applicable Lending Office to the
Agent at the Agent's Account, in same day funds, such Lender's ratable portion
of such Borrowing. After the Agent's receipt of such funds and upon fulfillment
of the applicable conditions set forth in Article III, the Agent will make such
funds available to the Borrower at the Agent's address referred to in Section
8.02.

         (b) Anything in subsection (a) above to the contrary notwithstanding,
(i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if
the aggregate amount of such Borrowing is less than $5,000,000 or if the
obligation of the Lenders to make Eurodollar Rate Advances shall then be
suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances
may not be outstanding as part of more than six separate Borrowings.

         (c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in such
Notice of Borrowing for such Borrowing the applicable conditions set forth in
Article III, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.

         (d) Unless the Agent shall have received notice from a Lender prior to
the date of any Borrowing that such Lender will not make available to the Agent
such Lender's ratable portion of such Borrowing, the Agent may assume that such
Lender has made such portion available to the Agent on the date of such
Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Agent, such Lender and the
Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Agent, at (i) in the case of the Borrower, the interest rate
applicable at the time to Advances comprising such Borrowing and (ii) in the
case of such Lender, the Federal Funds Rate. If such Lender shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Advance as part of such Borrowing for purposes of this Agreement.




                                       13



         (e) The failure of any Lender to make the Advance to be made by it as
part of any Borrowing shall not relieve any other Lender of its obligation, if
any, hereunder to make its Advance on the date of such Borrowing, but no Lender
shall be responsible for the failure of any other Lender to make the Advance to
be made by such other Lender on the date of any Borrowing.

Fees. (f) Commitment Fee. The Borrower agrees to pay to the Agent for the
account of each Lender a commitment fee on the aggregate amount of such Lender's
unused Commitment from the date hereof in the case of each Initial Lender and
from the effective date specified in the Assumption Agreement or in the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender until the Termination Date at a rate per annum equal to the
Applicable Percentage in effect from time to time, payable in arrears quarterly
on the last day of each March, June, September and December, commencing June 30,
2004, and on the Termination Date.

         (g) Agent's Fees. The Borrower shall pay to the Agent for its own
account such fees as may from time to time be agreed between the Borrower and
the Agent.

Termination or Reduction of the Commitments. (a) Optional. The Borrower shall
have the right, upon at least three Business Days' notice to the Agent, to
terminate in whole or permanently reduce ratably in part the unused portions of
the respective Commitments of the Lenders, provided that each partial reduction
shall be in the aggregate amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof.

                  (b) Mandatory. On the second anniversary of the Effective
         Date, if the Required Lenders have made the amortization election in
         accordance with Section 2.05 prior to such date, and on each date that
         is three months or a multiple of three months after such second
         anniversary, the Commitments of the Lenders shall be automatically and
         permanently reduced on a pro rata basis by $5,000,000 on each such
         date.

Repayment of Advances. The Borrower shall repay to the Agent for the ratable
account of the Lenders on the Termination Date the aggregate principal amount of
the Advances then outstanding. In addition, if the Agent, at the direction of
the Required Lenders, gives the Borrower notice not later than 60 days prior to
the second anniversary of the Effective Date that the Commitments of the Lenders
will amortize as set forth in Section 2.04(b), the Borrower shall, on each such
Business Day, repay to the Agent for the ratable account of the Lenders the
amount by which the aggregate principal amount of the Advances exceeds the
aggregate Commitments after giving effect to such reduction on such day,
together with accrued interest to the date of such payment on the principal
amount so repaid.

Interest on Advances. (h) Scheduled Interest. The Borrower shall pay interest on
the unpaid principal amount of each Advance owing to each Lender from the date
of such Advance until such principal amount shall be paid in full, at the
following rates per annum:

                  (i) Base Rate Advances. During such periods as such Advance is
         a Base Rate Advance, a rate per annum equal at all times to the sum of
         (x) the Base Rate in effect from time to time plus (y) the Applicable
         Margin in effect from time to time, payable in arrears quarterly on the
         last day of each March, June, September and December during such
         periods and on the date such Base Rate Advance shall be Converted or
         paid in full.

                  (ii) Eurodollar Rate Advances. During such periods as such
         Advance is a Eurodollar Rate Advance, a rate per annum equal at all
         times during each Interest Period for such Advance to the sum of (x)
         the Eurodollar Rate for such Interest Period for such Advance plus (y)
         the Applicable Margin in effect from time to time, payable in arrears
         on the last day of such Interest Period and, if such Interest Period
         has a duration of more than three months, on each day that occurs
         during such Interest Period every three months from the first day of
         such Interest Period and on the date such Eurodollar Rate Advance shall
         be Converted or paid in full.

         (i) Default Interest. Upon the occurrence and during the continuance of
an Event of Default, the Agent may, and upon the request of the Required Lenders
shall, require the Borrower to pay interest ("Default




                                       14



Interest") on (i) the unpaid principal amount of each Advance owing to each
Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii)
above, at a rate per annum equal at all times to 2% per annum above the rate per
annum required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii)
above and (ii) to the fullest extent permitted by law, the amount of any
interest, fee or other amount payable hereunder that is not paid when due, from
the date such amount shall be due until such amount shall be paid in full,
payable in arrears on the date such amount shall be paid in full and on demand,
at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on Base Rate Advances pursuant to clause (a)(i) above,
provided, however, that following acceleration of the Advances pursuant to
Section 6.01, Default Interest shall accrue and be payable hereunder whether or
not previously required by the Agent.

Interest Rate Determination. (j) Citibank agrees to furnish to the Agent timely
information for the purpose of determining each Eurodollar Rate. The Agent shall
give prompt notice to the Borrower and the Lenders of the applicable interest
rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii), and the
rate, if any, furnished by Citibank for the purpose of determining the interest
rate under Section 2.06(a)(ii).

         (k) If, with respect to any Eurodollar Rate Advances, the Required
Lenders notify the Agent that the Eurodollar Rate for any Interest Period for
such Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurodollar Rate Advances for
such Interest Period, the Agent shall forthwith so notify the Borrower and the
Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate
Advance, and (ii) the obligation of the Lenders to make, or to Convert Advances
into, Eurodollar Rate Advances shall be suspended until the Agent shall notify
the Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

         (l) If the Borrower shall fail to select the duration of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of "Interest Period" in Section 1.01, the Agent will
forthwith so notify the Borrower and the Lenders and such Advances will
automatically, on the last day of the then existing Interest Period therefor,
Convert into Base Rate Advances.

         (m) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $5,000,000, such Advances shall
automatically Convert into Base Rate Advances.

         (n) Upon the occurrence and during the continuance of any Event of
Default, (i) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and
(ii) the obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended.

         (o) If Moneyline Telerate Markets Page 3750 (or any successor page) is
unavailable and Citibank shall fail to furnish timely information to the Agent
for determining the Eurodollar Rate for any Eurodollar Rate Advances,

                  (i) the Agent shall forthwith notify the Borrower and the
         Lenders that the interest rate cannot be determined for such Eurodollar
         Rate Advances,

                  (ii) each such Eurodollar Rate Advance will automatically, on
         the last day of the then existing Interest Period therefor, Convert
         into a Base Rate Advance (or if any Advance is then a Base Rate
         Advance, will continue as a Base Rate Advance), and

                  (iii) the obligation of the Lenders to make Eurodollar Rate
         Advances or to Convert Advances into Eurodollar Rate Advances shall be
         suspended until the Agent shall notify the Borrower and the Lenders
         that the circumstances causing such suspension no longer exist.

Optional Conversion of Advances. The Borrower may on any Business Day, upon
notice given to the Agent not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed Conversion



                                       15



and subject to the provisions of Sections 2.07 and 2.11, Convert all Advances of
one Type comprising the same Borrowing into Advances of the other Type;
provided, however, that any Conversion of Eurodollar Rate Advances into Base
Rate Advances shall be made only on the last day of an Interest Period for such
Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar
Rate Advances shall be in an amount not less than the minimum amount specified
in Section 2.02(b) and no Conversion of any Advances shall result in more
separate Borrowings than permitted under Section 2.02(b). Each such notice of a
Conversion shall, within the restrictions specified above, specify (i) the date
of such Conversion, (ii) the Advances to be Converted, and (iii) if such
Conversion is into Eurodollar Rate Advances, the duration of the initial
Interest Period for each such Advance. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

Prepayments of Advances. The Borrower may, upon notice at least two Business
Days' prior to the date of such prepayment, in the case of Eurodollar Rate
Advances, and not later than 11:00 A.M. (New York City time) on the date of such
prepayment, in the case of Base Rate Advances, to the Agent stating the proposed
date and aggregate principal amount of the prepayment, and if such notice is
given the Borrower shall, prepay the outstanding principal amount of the
Advances comprising part of the same Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal
amount prepaid; provided, however, that (x) each partial prepayment shall be in
an aggregate principal amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and (y) in the event of any such prepayment of a
Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(c).

Increased Costs. (p) If, after the Effective Date, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances (excluding for purposes
of this Section 2.10 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.13 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
by the foreign jurisdiction or state under the laws of which such Lender is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
(with a copy of such demand to the Agent), pay to the Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost, submitted
to the Borrower and the Agent by such Lender, shall be conclusive and binding
for all purposes, absent manifest error.

         (q) If any Lender determines that compliance with any law or regulation
or any guideline or request from any central bank or other governmental
authority (whether or not having the force of law) introduced after the
Effective Date affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend hereunder and other commitments of
this type, then, upon demand by such Lender (with a copy of such demand to the
Agent), the Borrower shall pay to the Agent for the account of such Lender, from
time to time as specified by such Lender, additional amounts sufficient to
compensate such Lender or such corporation in the light of such circumstances,
to the extent that such Lender reasonably determines such increase in capital to
be allocable to the existence of such Lender's commitment to lend hereunder. A
certificate as to such amounts submitted to the Borrower and the Agent by such
Lender shall be conclusive and binding for all purposes, absent manifest error.

         (r) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs incurred
more than 90 days prior to the date that such Lender notifies the Borrower and
the Agent of any event described in paragraph (a) or (b) of this Section (a
"Change in Law") which gives rise to such increased costs and of such Lender's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs is retroactive, then the 90-day
period referred to above shall be extended to include the period of retroactive
effect thereof.

Illegality. Notwithstanding any other provision of this Agreement, if any Lender
shall notify the Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any central bank
or other governmental authority asserts that it is unlawful, for any Lender or
its Eurodollar Lending Office to






                                       16



perform its obligations hereunder to make Eurodollar Rate Advances or to fund or
maintain Eurodollar Rate Advances hereunder, (a) each Eurodollar Rate Advance of
such Lender will automatically, upon such demand, Convert into a Base Rate
Advance and (b) the obligation of such Lender to make Eurodollar Rate Advances
or to Convert Advances into Eurodollar Rate Advances shall be suspended until
the Agent shall notify the Borrower and such Lender that the circumstances
causing such suspension no longer exist.

Payments and Computations. (s) The Borrower shall make each payment hereunder,
irrespective of any right of counterclaim or set-off, not later than 1:00 P.M.
(New York City time) on the day when due in U.S. dollars to the Agent at the
Agent's Account in same day funds. The Agent will promptly thereafter cause to
be distributed like funds relating to the payment of principal or interest or
fees ratably (other than amounts payable pursuant to Section 2.10, 2.11, 2.13 or
8.04(c)) to the Lenders for the account of their respective Applicable Lending
Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Applicable Lending Office, in
each case to be applied in accordance with the terms of this Agreement. Upon any
Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase
pursuant to Section 2.17 or an extension of the Termination Date pursuant to
Section 2.18, and upon the Agent's receipt of such Lender's Assumption Agreement
and recording of the information contained therein in the Register, from and
after the applicable Increase Date or Extension Date, as the case may be, the
Agent shall make all payments hereunder and under any Notes issued in connection
therewith in respect of the interest assumed thereby to the Assuming Lender.
Upon its acceptance of an Assignment and Acceptance and recording of the
information contained therein in the Register pursuant to Section 8.07(c), from
and after the effective date specified in such Assignment and Acceptance, the
Agent shall make all payments hereunder and under the Notes in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

         (t) The Borrower hereby authorizes each Lender, if and to the extent
payment owed to such Lender is not made when due hereunder or under the Note
held by such Lender, to charge from time to time against any or all of the
Borrower's accounts with such Lender any amount so due.

         (u) All computations of interest based on the Base Rate shall be made
by the Agent on the basis of a year of 365 or 366 days, as the case may be, and
all computations of interest based on the Eurodollar Rate or the Federal Funds
Rate and of fees shall be made by the Agent on the basis of a year of 360 days,
in each case for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or fees
are payable. Each determination by the Agent of an interest rate hereunder shall
be conclusive and binding for all purposes, absent manifest error.

         (v) Whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fee, as the case may be;
provided, however, that, if such extension would cause payment of interest on or
principal of Eurodollar Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.

         (w) Unless the Agent shall have received notice from the Borrower prior
to the date on which any payment is due to the Lenders hereunder that the
Borrower will not make such payment in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand such amount distributed
to such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Agent, at the Federal Funds Rate.

Taxes. (x) Any and all payments by the Borrower to or for the account of any
Lender or the Agent hereunder or under the Notes or any other documents to be
delivered hereunder shall be made, in accordance with Section 2.12 or the
applicable provisions of such other documents, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding, in
the case of each Lender and the Agent, taxes imposed on its overall net income,
and taxes imposed on it in lieu of net income taxes, by the jurisdiction under
the laws of which such Lender or the Agent (as the case may be) is





                                       17



organized or any political subdivision thereof and, in the case of each Lender,
taxes imposed on its overall net income, and taxes imposed on it in lieu of net
income taxes, by the jurisdiction of such Lender's Applicable Lending Office or
any political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Notes being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note or any other documents to be delivered
hereunder to any Lender or the Agent, (i) the sum payable shall be increased as
may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.13) such
Lender or the Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.

         (y) In addition, the Borrower shall pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or under the Notes or any
other documents to be delivered hereunder or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement
or the Notes or any other documents to be delivered hereunder (hereinafter
referred to as "Other Taxes").

         (z) The Borrower shall indemnify each Lender and the Agent for and hold
it harmless against the full amount of Taxes or Other Taxes (including, without
limitation, taxes of any kind imposed or asserted by any jurisdiction on amounts
payable under this Section 2.13) imposed on or paid by such Lender or the Agent
(as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. This indemnification shall
be made within 30 days from the date such Lender or the Agent (as the case may
be) makes written demand therefor.

         (aa) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Agent, at its address referred to in Section 8.02,
the original or a certified copy of a receipt evidencing such payment to the
extent such a receipt is issued therefor, or other written proof of payment
thereof that is reasonably satisfactory to the Agent.

         (bb) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assumption
Agreement or the Assignment and Acceptance pursuant to which it becomes a Lender
in the case of each other Lender, and from time to time thereafter as reasonably
requested in writing by the Borrower (but only so long as such Lender remains
lawfully able to do so), shall provide each of the Agent and the Borrower with
two original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or
any successor or other form prescribed by the Internal Revenue Service,
certifying that such Lender is exempt from or entitled to a reduced rate of
United States withholding tax on payments pursuant to this Agreement or the
Notes. If the form provided by a Lender at the time such Lender first becomes a
party to this Agreement indicates a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from Taxes unless and until such Lender provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes for periods governed by such
form; provided, however, that, if at the date of the Assignment and Acceptance
pursuant to which a Lender assignee becomes a party to this Agreement, the
Lender assignor was entitled to payments under subsection (a) in respect of
United States withholding tax with respect to interest paid at such date, then,
to such extent, the term Taxes shall include (in addition to withholding taxes
that may be imposed in the future or other amounts otherwise includable in
Taxes) United States withholding tax, if any, applicable with respect to the
Lender assignee on such date. If any form or document referred to in this
subsection (e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required on the date hereof
by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender reasonably
considers to be confidential, the Lender shall give notice thereof to the
Borrower and shall not be obligated to include in such form or document such
confidential information.

         (cc) For any period with respect to which a Lender has failed to
provide the Borrower with the appropriate form, certificate or other document
described in Section 2.13(e) (other than if such failure is due to a change in
law, or in the interpretation or application thereof, occurring subsequent to
the date on which a form, certificate or other document originally was required
to be provided, or if such form, certificate or other document




                                       18



otherwise is not required under subsection (e) above), such Lender shall not be
entitled to indemnification under Section 2.13(a) or (c) with respect to Taxes
imposed by the United States by reason of such failure; provided, however, that
should a Lender become subject to Taxes because of its failure to deliver a
form, certificate or other document required hereunder, the Borrower shall take
such steps as the Lender shall reasonably request to assist the Lender to
recover such Taxes.

                  (g) Any Lender claiming any additional amounts payable
pursuant to this Section 2.13 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurodollar Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) on account of the Advances owing to it (other than pursuant to
Section 2.10, 2.11, 2.13 or 8.04(c)) in excess of its ratable share of payments
on account of the Advances obtained by all the Lenders, such Lender shall
forthwith purchase from the other Lenders such participations in the Advances
owing to them as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such Lender's required repayment to (ii) the
total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount
so recovered. The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section 2.14 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender were the
direct creditor of the Borrower in the amount of such participation.

Evidence of Debt. (dd) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Advance owing to such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder in respect of Advances. The Borrower agrees that
upon notice by any Lender to the Borrower (with a copy of such notice to the
Agent) to the effect that a Note is required or appropriate in order for such
Lender to evidence (whether for purposes of pledge, enforcement or otherwise)
the Advances owing to, or to be made by, such Lender, the Borrower shall
promptly execute and deliver to such Lender a Note payable to the order of such
Lender in a principal amount up to the Commitment of such Lender.

         (ee) The Register maintained by the Agent pursuant to Section 8.07(d)
shall include a control account, and a subsidiary account for each Lender, in
which accounts (taken together) shall be recorded (i) the date and amount of
each Borrowing made hereunder, the Type of Advances comprising such Borrowing
and, if appropriate, the Interest Period applicable thereto, (ii) the terms of
each Assumption Agreement and each Assignment and Acceptance delivered to and
accepted by it, (iii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender hereunder and (iv)
the amount of any sum received by the Agent from the Borrower hereunder and each
Lender's share thereof.

         (ff) Entries made in good faith by the Agent in the Register pursuant
to subsection (b) above, and by each Lender in its account or accounts pursuant
to subsection (a) above, shall be prima facie evidence of the amount of
principal and interest due and payable or to become due and payable from the
Borrower to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to make an
entry, or any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the obligations of the
Borrower under this Agreement.

Use of Proceeds. The proceeds of the Advances shall be available (and the
Borrower agrees that it shall use such proceeds) solely for general corporate
purposes of the Borrower and its Subsidiaries.



                                       19



         Increase in the Aggregate Commitments. (a) The Borrower may, at any
time but in any event not more than once, by notice to the Agent, request that
the aggregate amount of the Commitment be increased by an amount of not less
than $10,000,000 (a "Commitment Increase") to be effective as of a date (the
"Increase Date") that is at least 90 days prior to the scheduled Termination
Date then in effect, as specified in the related notice to the Agent; provided,
however that (i) in no event shall the aggregate amount of the Commitments at
any time exceed $125,000,000 and (ii) on the date of any request by the Borrower
for a Commitment Increase and on the related Increase Date, (A) the Borrower's
Public Debt Rating shall be not lower than A from S&P and A2 from Moody's and
(B) the conditions set forth in Section 3.02 shall be satisfied.

         (b) The Agent shall promptly notify the Lenders of a request by the
Borrower for a Commitment Increase, which notice shall include (i) the proposed
amount of such requested Commitment Increase, (ii) the proposed Increase Date
and (iii) the date (the "Commitment Date") by which Lenders wishing to
participate in the Commitment Increase must commit to an increase in the amount
of their respective Commitments. Each Lender that is willing to participate in
such requested Commitment Increase (each an "Increasing Lender") shall, in its
sole discretion, give written notice to the Agent on or prior to the Commitment
Date of the amount by which it is willing to increase its Commitment. If the
Lenders notify the Agent that they are willing to increase the amount of their
respective Commitments by an aggregate amount that exceeds the amount of the
requested Commitment Increase, the requested Commitment Increase shall be
allocated among the Lenders willing to participate therein in such amounts as
are agreed between the Borrower and the Agent; provided, however, that in no
event shall the commitment of any Lender be increased by an amount greater than
the amount of increase such Lender has notified the Agent is acceptable to such
Lender.

         (c) Promptly following the Commitment Date, the Agent shall notify the
Borrower as to the amount, if any, by which the Lenders are willing to
participate in the requested Commitment Increase. If the aggregate amount by
which the Lenders are willing to participate in any requested Commitment
Increase on any such Commitment Date is less than the requested Commitment
Increase, then the Borrower may extend offers to one or more Eligible Assignees
to participate in any portion of the requested Commitment Increase that has not
been committed to by the Lenders as of the Commitment Date; provided, however,
that the Commitment of each such Eligible Assignee shall be in an amount of
$5,000,000 or more.

         (d) On the Increase Date, each Eligible Assignee that accepts an offer
to participate in a requested Commitment Increase in accordance with Section
2.17(c) (each such Eligible Assignee and each Eligible Assignee that agrees to
an extension of the Termination Date in accordance with Section 2.18(c), an
"Assuming Lender") shall become a Lender party to this Agreement as of such
Increase Date and the Commitment of each Increasing Lender for such requested
Commitment Increase shall be so increased by such amount (or by the amount
allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of
such Increase Date; provided, however, that the Agent shall have received on or
before such Increase Date the following, each dated such date:

                  (i) (A) certified copies of resolutions of the Board of
         Directors of the Borrower or the Executive Committee of such Board
         approving the Commitment Increase and the corresponding modifications
         to this Agreement and (B) an opinion of counsel for the Borrower (which
         may be in-house counsel), in substantially the form of Exhibit E
         hereto;

                  (ii) an assumption agreement from each Assuming Lender, if
         any, in form and substance satisfactory to the Borrower and the Agent
         (each an "Assumption Agreement"), duly executed by such Eligible
         Assignee, the Agent and the Borrower; and

                  (iii) confirmation from each Increasing Lender of the increase
         in the amount of its Commitment in a writing satisfactory to the
         Borrower and the Agent.

         On each Increase Date, upon fulfillment of the conditions set forth in
the immediately preceding sentence of this Section 2.17(d), the Agent shall
notify the Lenders (including, without limitation, each Assuming Lender) and the
Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex,
of the occurrence of the Commitment Increase to be effected on such Increase
Date and shall record in the Register the relevant information with respect to
each Increasing Lender and each Assuming Lender on such date.



                                       20



         Extension of Termination Date. (a) At least 35 days but not more than
50 days prior to each anniversary of the Effective Date, the Borrower, by
written notice to the Agent, may request an extension of the Termination Date in
effect at such time by one year from its then scheduled expiration. The Agent
shall promptly notify each Lender of such request, and each Lender shall in
turn, in its sole discretion, not later than 20 days prior to such anniversary
date, notify the Borrower and the Agent in writing as to whether such Lender
will consent to such extension. If any Lender shall fail to notify the Agent and
the Borrower in writing of its consent to any such request for extension of the
Termination Date at least 20 days prior to the applicable anniversary date, such
Lender shall be deemed to be a Non-Consenting Lender with respect to such
request. The Agent shall notify the Borrower not later than 15 days prior to the
applicable anniversary date of the decision of the Lenders regarding the
Borrower's request for an extension of the Termination Date.

         (b) If all the Lenders consent in writing to any such request in
accordance with subsection (a) of this Section 2.18, the Termination Date in
effect at such time shall, effective as at the applicable anniversary of the
Effective Date (the "Extension Date"), be extended for one year; provided that
on each Extension Date the applicable conditions set forth in Section 3.02 shall
be satisfied. If less than all of the Lenders consent in writing to any such
request in accordance with subsection (a) of this Section 2.18, the Termination
Date in effect at such time shall, effective as at the applicable Extension Date
and subject to subsection (d) of this Section 2.18, be extended as to those
Lenders that so consented (each a "Consenting Lender") but shall not be extended
as to any other Lender (each a "Non-Consenting Lender"). To the extent that the
Termination Date is not extended as to any Lender pursuant to this Section 2.18
and the Commitment of such Lender is not assumed in accordance with subsection
(c) of this Section 2.18 on or prior to the applicable Extension Date, the
Commitment of such Non-Consenting Lender shall automatically terminate in whole
on such unextended Termination Date without any further notice or other action
by the Borrower, such Lender or any other Person; provided that such
Non-Consenting Lender's rights under Sections 2.11, 2.14 and 8.04, and its
obligations under Section 7.05, shall survive the Termination Date for such
Lender as to matters occurring prior to such date. It is understood and agreed
that no Lender shall have any obligation whatsoever to agree to any request made
by the Borrower for any requested extension of the Termination Date.

         (c) If less than all of the Lenders consent to any such request
pursuant to subsection (a) of this Section 2.18, the Agent shall promptly so
notify the Consenting Lenders, and each Consenting Lender may, in its sole
discretion, give written notice to the Agent not later than 10 days prior to the
applicable anniversary of the Effective Date of the amount of the Non-Consenting
Lenders' Commitments for which it is willing to accept an assignment. If the
Consenting Lenders notify the Agent that they are willing to accept assignments
of Commitments in an aggregate amount that exceeds the amount of the Commitments
of the Non-Consenting Lenders, such Commitments shall be allocated among the
Consenting Lenders willing to accept such assignments in such amounts as are
agreed between the Borrower and the Agent. If after giving effect to the
assignments of Commitments described above there remains any Commitments of
Non-Consenting Lenders, the Borrower may arrange for one or more Consenting
Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as
of the Extension Date, any Non-Consenting Lender's Commitment and all of the
obligations of such Non-Consenting Lender under this Agreement thereafter
arising, without recourse to or warranty by, or expense to, such Non-Consenting
Lender; provided, however, that the amount of the Commitment of any such
Assuming Lender as a result of such substitution shall in no event be less than
$5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is
less than $5,000,000, in which case such Assuming Lender shall assume all of
such lesser amount; and provided further that:

                  (i) any such Consenting Lender or Assuming Lender shall have
         paid to such Non-Consenting Lender (A) the aggregate principal amount
         of, and any interest accrued and unpaid to the effective date of the
         assignment on, the outstanding Advances, if any, of such Non-Consenting
         Lender plus (B) any accrued but unpaid facility fees owing to such
         Non-Consenting Lender as of the effective date of such assignment;

                  (ii) all additional costs reimbursements, expense
         reimbursements and indemnities payable to such Non-Consenting Lender,
         and all other accrued and unpaid amounts owing to such Non-Consenting
         Lender hereunder, as of the effective date of such assignment shall
         have been paid to such Non-Consenting Lender; and




                                       21



                  (iii) with respect to any such Assuming Lender, the applicable
         processing and recordation fee required under Section 8.07(a) for such
         assignment shall have been paid;

provided further that such Non-Consenting Lender's rights under Sections 2.11,
2.14 and 8.04, and its obligations under Section 7.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to any Extension Date, (A) each such Assuming Lender,
if any, shall have delivered to the Borrower and the Agent an Assumption
Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender,
the Borrower and the Agent, (B) any such Consenting Lender shall have delivered
confirmation in writing satisfactory to the Borrower and the Agent as to the
increase in the amount of its Commitment and (C) each Non-Consenting Lender
being replaced pursuant to this Section 2.18 shall have delivered to the Agent
any Note or Notes held by such Non-Consenting Lender. Upon the payment or
prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the
immediately preceding sentence, each such Consenting Lender or Assuming Lender,
as of the Extension Date, will be substituted for such Non-Consenting Lender
under this Agreement and shall be a Lender for all purposes of this Agreement,
without any further acknowledgment by or the consent of the other Lenders, and
the obligations of each such Non-Consenting Lender hereunder shall, by the
provisions hereof, be released and discharged.

                  (d) If (after giving effect to any assignments or assumptions
pursuant to subsection (c) of this Section 2.18) Lenders having Commitments
equal to at least 50% of the Commitments in effect immediately prior to the
Extension Date consent in writing to a requested extension (whether by execution
or delivery of an Assumption Agreement or otherwise) not later than one Business
Day prior to such Extension Date, the Agent shall so notify the Borrower, and,
subject to the satisfaction of the conditions in Section 3.02, the Termination
Date then in effect shall be extended for the additional one year period as
described in subsection (a) of this Section 2.18, and all references in this
Agreement, and in the Notes, if any, to the "Termination Date" shall, with
respect to each Consenting Lender and each Assuming Lender for such Extension
Date, refer to the Termination Date as so extended. Promptly following each
Extension Date, the Agent shall notify the Lenders (including, without
limitation, each Assuming Lender) of the extension of the scheduled Termination
Date in effect immediately prior thereto and shall thereupon record in the
Register the relevant information with respect to each such Consenting Lender
and each such Assuming Lender.


                                  ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this
Agreement shall become effective on and as of the first date (the "Effective
Date") on which the following conditions precedent have been satisfied:

                  (a) There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Borrower or any of its
         Subsidiaries pending or threatened before any court, governmental
         agency or arbitrator that (i) could be reasonably likely to have a
         Material Adverse Effect or (ii) purports to affect the legality,
         validity or enforceability of any Loan Document or the consummation of
         the transactions contemplated hereby.

                  (b) All governmental and third party consents and approvals
         necessary in connection with the transactions contemplated hereby shall
         have been obtained (without the imposition of any conditions that are
         not acceptable to the Lenders) and shall remain in effect, and no law
         or regulation shall be applicable in the reasonable judgment of the
         Lenders that restrains, prevents or imposes materially adverse
         conditions upon the transactions contemplated hereby.

                  (c) The Borrower shall have notified each Lender and the Agent
         in writing as to the proposed Effective Date.

                  (d) The Borrower shall have paid all accrued fees and expenses
         of the Agent and the Lenders (including the accrued fees and expenses
         of counsel to the Agent).




                                       22



                  (e) On the Effective Date, the following statements shall be
         true and the Agent shall have received for the account of each Lender a
         certificate signed by a duly authorized officer of the Borrower, dated
         the Effective Date, stating that:

                           (i) The representations and warranties contained in
                  each Loan Document are correct on and as of the Effective Date
                  (except any representation that speaks as of a specified prior
                  date),

                           (ii) No event has occurred and is continuing that
                  constitutes a Default, and

                           (iii) To the best of such officer's knowledge, since
                  December 31, 2003, there shall not have occurred a material
                  adverse change in the assets, business, financial condition,
                  operations or prospects of the Borrower and its Subsidiaries
                  taken as a whole.

                  (f) The Agent shall have received on or before the Effective
         Date the following, each dated such day, in form and substance
         satisfactory to the Agent and (except for the Notes) in sufficient
         copies for each Lender:

                           (i) The Notes to the order of the Lenders to the
                  extent requested by any Lender pursuant to Section 2.15.

                           (ii) A pledge agreement in substantially the form of
                  Exhibit D hereto (as amended, the "Pledge Agreement"), duly
                  executed by the Borrower, together with:

                                    (A) A duly executed Control Agreement
                           executed by the Borrower and Mellon Bank, N.A., and

                                    (B) evidence that all other action that the
                           Agent may deem necessary or desirable in order to
                           perfect and protect the first priority liens and
                           security interests created under the Pledge Agreement
                           has been taken.

                           (iii) Certified copies of the resolutions of the
                  Board of Directors of the Borrower approving the Loan
                  Documents, and of all documents evidencing other necessary
                  corporate action and governmental approvals, if any, with
                  respect to the Loan Documents.

                           (iv) A certificate of the Secretary or an Assistant
                  Secretary of the Borrower certifying the names and true
                  signatures of the officers of the Borrower authorized to sign
                  the Loan Documents and the other documents to be delivered
                  hereunder.

                           (v) A favorable opinion of Willkie Farr & Gallagher
                  LLP, New York counsel for the Borrower and a favorable opinion
                  of Conyers Dill & Pearman, Bermuda counsel for the Borrower,
                  substantially in the form of Exhibit E-1 and E-2,
                  respectively, hereto and as to such other matters as any
                  Lender through the Agent may reasonably request.

                           (vi) A favorable opinion of Shearman & Sterling LLP,
                  counsel for the Agent, in form and substance satisfactory to
                  the Agent.

                           (vii) A copy of the unaudited consolidated balance
                  sheets of the Borrower and its Subsidiaries, as of December
                  31, 2003 and the related consolidated statements of income and
                  cash flows for the Fiscal Year then ended, all prepared in
                  accordance with GAAP (subject to normal year-end adjustments
                  and except that footnote and schedule disclosure may be
                  abbreviated) and the related consolidating balance sheets and
                  income statements for such period, accompanied by the
                  certification of the chief executive officer, chief financial
                  officer, treasurer or controller of the Borrower that all such
                  financial statements are complete and correct and present
                  fairly in accordance with GAAP (subject to normal year-end
                  adjustments) the consolidated results of



                                       23



                  operations and cash flows of the Borrower as at the end of
                  such Fiscal Year and for the period then ended.

                  (g) The Borrower shall have terminated the commitments, and
         arranged, contemporaneously with the initial Borrowing under this
         Agreement, to have paid in full all Debt, interest, fees and other
         amounts outstanding, under the Existing Credit Agreement and each of
         the Lenders that is party to such credit facility hereby waives, upon
         execution of this Agreement, the three Business Days' notice required
         by Section 2.04 of said Credit Agreement relating to the termination of
         commitments thereunder.

Conditions Precedent to Each Borrowing, Commitment Increase and Extension Date.
The obligation of each Lender to make an Advance on the occasion of each
Borrowing, each Commitment Increase and each extension of Commitments pursuant
to Section 2.18 shall be subject to the conditions precedent that the Effective
Date shall have occurred and on the date of such Borrowing, the applicable
Increase Date or the applicable Extension Date (a) the following statements
shall be true (and each of the giving of the applicable Notice of Borrowing and
the acceptance by the Borrower of the proceeds of such Borrowing, the request
for Commitment Increase or the request for Commitment extension shall constitute
a representation and warranty by the Borrower that on the date of such Borrowing
, Increase Date or Extension Date such statements are true):

                  (i) the representations and warranties contained in each Loan
         Document are correct in all material respects on and as of such date
         (except any representation that speaks as of a specified prior date),
         before and after giving effect to such Borrowing and to the application
         of proceeds therefrom or from such Commitment Increase or Extension
         Date, as though made on and as of such date, and

                  (ii) no event has occurred and is continuing, or would result
         from such Borrowing or from the application of the proceeds therefrom
         or from such Commitment Increase or Extension Date, that constitutes a
         Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

Determinations Under Section 3.01. For purposes of determining compliance with
the conditions specified in Section 3.01, each Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to the Lenders unless an officer of the Agent responsible for
the transactions contemplated by this Agreement shall have received notice from
such Lender prior to the date that the Borrower, by notice to the Lenders,
designates as the proposed Effective Date, specifying its objection thereto. The
Agent shall promptly notify the Lenders of the occurrence of the Effective Date.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Borrower. The Borrower represents and
warrants as follows:

                  (a) Due Organization, Authorization, etc. Each of the Borrower
         and each Material Subsidiary (i) is a corporation duly organized,
         validly existing and (to the extent applicable) in good standing under
         the laws of its jurisdiction of formation, (ii) is duly qualified to do
         business and (to the extent applicable) in good standing in each
         jurisdiction where, because of the nature of its activities or
         properties, such qualification is required except where the failure to
         qualify would not have a Material Adverse Effect, (iii) has the
         requisite corporate power and authority and the right to own and
         operate its properties, to lease the property it operates under lease,
         and to conduct its business as now and proposed to be conducted, and
         (iv) has obtained all material licenses, permits, consents or approvals
         from or by, and has made all filings with, and given all notices to,
         all Governmental Authorities having jurisdiction, to the extent
         required for such ownership, operation and conduct (including, without
         limitation, the consummation of the transactions



                                       24



         contemplated by this Agreement) as to each of the foregoing, except
         where the failure to do so would not have a Material Adverse Effect.
         The execution, delivery and performance by the Borrower of this
         Agreement and the consummation of the transactions contemplated hereby
         and thereby are within its corporate powers and have been duly
         authorized by all necessary corporate action (including, without
         limitation, shareholder approval, if required). Each of the Borrower
         and its Subsidiaries has received all other material consents and
         approvals (if any shall be required) necessary for such execution,
         delivery and performance, and such execution, delivery and performance
         do not and will not contravene or conflict with, or create a Lien or
         right of termination or acceleration under, any Requirement of Law or
         Contractual Obligation binding upon the Borrower or its Material
         Subsidiaries. This Agreement and each of the Loan Documents is (or when
         executed and delivered will be) the legal, valid, and binding
         obligation of the Borrower enforceable against the Borrower in
         accordance with its respective terms, except as enforceability may be
         limited by bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting creditors' rights against the Borrower generally
         or by general equitable principles; provided that the Borrower assumes
         for purposes of this Section 4.01(a) that this Agreement and the other
         Loan Documents have been validly executed and delivered by each of the
         parties thereto other than the Borrower. Schedule 4.01(a) sets forth
         all the jurisdictions in which the Borrower and each Material
         Subsidiary are qualified to do business as of the Effective Date.

         (b) Statutory Financial Statements. All books of account of each
Insurance Subsidiary fully and fairly disclose all of the transactions,
properties, assets, investments, liabilities and obligations of such Insurance
Subsidiary and all of such books of account are in the possession of each
Insurance Subsidiary and are true, correct and complete in all material
respects.

         (c) GAAP Financial Statements. (i) With respect to any representation
and warranty which is deemed to be made after the date hereof by the Borrower,
the balance sheet and statements of operations, of shareholders' equity and of
cash flow, which as of such date shall most recently have been furnished by or
on behalf of the Borrower to each Lender for the purposes of or in connection
with this Agreement or any transaction contemplated hereby, shall have been
prepared in accordance with GAAP consistently applied (except as disclosed
therein and, in the case of interim financial statements, for the absence of, or
abbreviated, footnote and schedule disclosures), and shall present fairly the
consolidated financial condition of the corporations covered thereby as at the
dates thereof for the periods then ended, subject, in the case of quarterly
financial statements, to normal year-end audit adjustments.

         (ii) Except as set forth on Schedule 4.01(c)(ii), there has been no
change in the business, assets, operations or financial condition of the
Borrower or any Subsidiary which has had or could reasonably be expected to have
a Material Adverse Effect since December 31, 2003.

         (d) Litigation and Contingent Liabilities. (a) Except as set forth
(including estimates of the dollar amounts involved) in Schedule 4.01(d) hereto
and (b) except for claims which are covered by Insurance Policies, coverage for
which has not been denied in writing, or which relate to Primary Policies or
Reinsurance Agreements issued by the Borrower or its Subsidiaries or to which it
is a party entered into by the Borrower or its Subsidiaries in the ordinary
course of business (referred to herein as "Ordinary Course Litigation"), no
claim, litigation (including, without limitation, derivative actions),
arbitration, governmental investigation or proceeding or inquiry is pending or,
to the knowledge of the Borrower or its Subsidiaries, threatened against the
Borrower or any of its Subsidiaries (i) which would, if adversely determined,
have a Material Adverse Effect or (ii) which relates to any of the transactions
contemplated hereby, and there is no basis known to the Borrower for any of the
foregoing. Other than any liability incident to such claims, litigation or
proceedings and as set forth on Schedule 4.01(d), the Borrower has no material
Contingent Liabilities not provided for or referred to in the financial
statements delivered pursuant to Section 5.01(a)(i).

         (e) ERISA. (i) The Borrower and each Subsidiary is in compliance in all
material respects with the applicable provisions of ERISA, and each Plan is
being administered in compliance in all material respects with all applicable
Requirements of Law, including without limitation the applicable provisions of




                                       25



ERISA and the Code, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to have in a Material Adverse
Effect. No ERISA Event (A) has occurred and is continuing, or (B) to the
knowledge of the Borrower, is reasonably expected to occur with respect to any
Plan or Multiemployer Plan.

         (ii) With respect to each scheme or arrangement mandated by a
government other than the United States (a subject to United States law
maintained or contributed to by the Borrower or any Subsidiary or with respect
to which any Subsidiary may have liability under applicable local law (a
"Foreign Plan"), (A) the Borrower and each Subsidiary is in compliance in all
material respects with any Requirements of Law applicable to such Foreign
Government Scheme or Arrangement or Foreign Plan and (B) each such Foreign
Government Scheme or Arrangement or Foreign Plan is being administered by the
applicable Person in compliance in all material respects with all applicable
Requirements of Law, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
No event that could reasonably be considered the substantive equivalent of an
ERISA Event with respect to any Foreign Government Scheme or Arrangement or
Foreign Plan (A) has occurred and is continuing, or (B) to the knowledge of the
Borrower, is reasonably expected to occur.

         (f) Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled by an
investment company," within the meaning of the Investment Company Act of 1940,
as amended.

         (g) Regulations U and X. Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
margin stock. None of the Borrower, any of its Subsidiaries, any Affiliate of
any of them or any Person acting on their behalf has taken or will take action
to cause the execution, delivery or performance of this Agreement, the making or
existence of the Advances or the use of proceeds of Advances to violate
Regulations U or X of the FRB.

         (h) Proceeds. The proceeds of the Advances will be used for the
repayment of advances under the Existing Credit Agreement and for other general
corporate purposes (including capital contributions to Subsidiaries and
acquisitions permitted under Section 5.02(c)). None of such proceeds will be
used in violation of applicable law, and none of such proceeds will be used,
directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of buying or carrying any margin stock as defined in Regulation U of
the FRB.

         (i) Insurance. The Borrower and its Material Subsidiaries are in
substantial compliance with all material conditions contained in their Insurance
Policies.

         (j) Ownership of Properties. On the date of any Advance, the Borrower
and its Material Subsidiaries will have good title to all of their respective
material properties and assets, real and personal, of any nature whatsoever.

         (k) Accuracy of Information. All factual written information furnished
heretofore or contemporaneously herewith by or on behalf of the Borrower or any
of its Subsidiaries to the Agent or the Lenders for purposes of or in connection
with this Agreement or any of the transactions contemplated hereby, as
supplemented to the date hereof, is and all other such factual written
information hereafter furnished by or on behalf of the Borrower or any of its
Subsidiaries to the Agent or the Lenders will be, true and accurate in every
material respect on the date as of which such information is dated or certified
and not incomplete by omitting to state any material fact necessary to make such
information not misleading in light of the circumstances under which such
information was provided. Any projections and pro forma financial information
contained in such factual written information are based upon good faith
estimates and assumptions believed by the Borrower and its Subsidiaries to be
reasonable at the time made, it being recognized by the Lenders that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ
from the projected results.



                                       26



         (l) Subsidiaries. Schedule 4.01(l) as updated from time to time
pursuant to Section 5.01(a)(xii) contains a complete list of the Borrower's
Subsidiaries indicating which Subsidiaries are Material Subsidiaries.

         (m) Insurance Licenses. Schedule 4.01(m) lists all of the jurisdictions
in which any of the Insurance Subsidiaries hold licenses (including, without
limitation, licenses or certificates of authority from applicable insurance
departments), permits or authorizations to transact insurance and reinsurance
business (collectively, the "Licenses") and indicates the line or lines of
insurance which each such Insurance Subsidiary is permitted to be engaged in
with respect to each License therein listed as of the Effective Date. Each
Material Insurance Subsidiary has all necessary Licenses to transact insurance
business or reinsurance business, directly or indirectly, in each jurisdiction,
where such business requires any such Material Insurance Subsidiary to obtain a
License. Except as set forth on Schedule 4.01(m), to the best of the Borrower's
knowledge, no such License is the subject of a proceeding for suspension or
revocation or any similar proceedings, there is no sustainable basis for such a
suspension or revocation, and no such suspension or revocation is threatened by
the applicable insurance department where such suspension or revocation would
have a Material Adverse Effect.

         (n) Taxes. The Borrower and each of its Subsidiaries has filed all tax
returns that are required to be filed by it, and has paid or provided adequate
reserves for the payment of all material taxes, including, without limitation,
all payroll taxes and federal and state withholding taxes, and all assessments
payable by it that have become due, other than (a) those that are not yet
delinquent or that are disclosed on Schedule 4.01(n) and are being contested in
good faith by appropriate proceedings and with respect to which reserves have
been established, and are being maintained, in accordance with GAAP or (b) those
which the failure to file or pay would not have a Material Adverse Effect.
Except as set forth in Schedule 4.01(n), on the Effective Date there is no
ongoing audit or, to the Borrower's knowledge, other governmental investigation
of the tax liability of the Borrower or any of its Subsidiaries and there is no
unresolved claim by a taxing authority concerning the Borrower's or any such
Subsidiary's tax liability, for any period for which returns have been filed or
were due. As used in this Section 4.01(n), the term "taxes" includes all taxes
of any nature whatsoever and however denominated, including, without limitation,
excise, import, governmental fees, duties and all other charges, as well as
additions to tax, penalties and interest thereon, imposed by any Governmental
Authority.

         (o) Securities Laws. Neither the Borrower nor any Affiliate, nor anyone
acting on behalf of any such Person, has directly or indirectly offered any
interest in the Advances for sale to, or solicited any offer to acquire any such
interest from, or has sold any such interest to any Person that would subject
the issuance or sale of the Advances or any other liability to registration
under the Securities Act of 1933, as amended.

         (p) Compliance with Laws. Neither the Borrower nor any of its
Subsidiaries is in violation of any Requirements of Law of any Governmental
Authority, if the effect of such violation could reasonably be expected to have
a Material Adverse Effect and, to the best of the Borrower's knowledge, no such
violation has been alleged and each of the Borrower and its Subsidiaries (i) has
filed in a timely manner all reports, documents and other materials required to
be filed by it with any Governmental Authority, if such failure to so file could
reasonably be expected to have a Material Adverse Effect; and the information
contained in each of such filings is true, correct and complete in all material
respects and (ii) has retained all records and documents required to be retained
by it pursuant to any law, ordinance, rule, regulation, order, policy, guideline
or other requirement of any Governmental Authority, if the failure to so retain
such records and documents could reasonably be expected to have a Material
Adverse Effect.


                                   ARTICLE V

                            COVENANTS OF THE BORROWER

Affirmative Covenants. So long as any Advance shall remain unpaid or any Lender
shall have any Commitment hereunder, the Borrower will:



                                       27



         (a) Reports, Certificates and Other Information. Furnish or cause to be
furnished to the Agent and the Lenders:

                  (i) GAAP Financial Statements:

                           (A) Within 50 days after the close of each of the
                  first three Fiscal Quarters of each Fiscal Year of the
                  Borrower, a copy of the unaudited consolidated balance sheets
                  of the Borrower and its Subsidiaries, as of the close of such
                  quarter and the related consolidated statements of income, for
                  that portion of the Fiscal Year ending as of the close of such
                  Fiscal Quarter, all prepared in accordance with GAAP (subject
                  to normal year-end adjustments and except that footnote and
                  schedule disclosure may be abbreviated) and the related
                  unaudited consolidating balance sheets and income statements
                  for such period and accompanied by the certification of the
                  chief executive officer, chief financial officer, treasurer or
                  controller of the Borrower that all such financial statements
                  are complete and correct in all material respects and present
                  fairly in accordance with GAAP (subject to normal year-end
                  adjustments and except that footnote and schedule disclosure
                  may be abbreviated) the consolidated financial position and
                  results of operations of the Borrower as at the end of such
                  Fiscal Quarter and for the period then ended.

                           (B) Within 95 days after the close of each Fiscal
                  Year, a copy of the annual financial statements of the
                  Borrower and its Subsidiaries commencing December 31, 2004,
                  consisting of audited consolidated and unaudited consolidating
                  balance sheets and statements of income and audited
                  consolidated changes in shareholders' equity and cash flows,
                  setting forth in comparative form the consolidated figures for
                  the previous Fiscal Year, which financial statements shall be
                  prepared in accordance with GAAP, certified without material
                  qualification by the independent certified public accountants
                  regularly retained by the Borrower, or any other firm of
                  independent certified public accountants of recognized
                  national standing selected by the Borrower and reasonably
                  acceptable to the Required Lenders that all such audited
                  financial statements are complete and correct in all material
                  respects and present fairly in accordance with GAAP the
                  consolidated financial position and the consolidated results
                  of operations and cash flows of the Borrower and its
                  Subsidiaries as at the end of such Fiscal Year and for the
                  period then ended.

                           (C) On each date that financial statements are
                  delivered pursuant to Section 5.01(a)(i)(A) or (B), a schedule
                  in form and substance satisfactory to the Agent setting forth
                  claims schedule detail with respect to claims of $5,000,000 or
                  more under any single policy and claims aggregating
                  $20,000,000 or more with respect to any single event.

                  (ii) Tax Returns. If requested by the Agent, copies of all
         federal, state, local and foreign tax returns and reports in respect of
         income, franchise or other taxes on or measured by income (excluding
         sales, use or like taxes) filed by the Borrower or any of its
         Subsidiaries.

                  (iii) SAP Financial Statements. Within 5 days after the date
         filed with the Authority for each of its Fiscal Years, but in any event
         within 125 days after the end of each Fiscal Year of each Material
         Insurance Subsidiary, a copy of the Annual Statement of such Material
         Insurance Subsidiary commencing December 31, 2004, for such Fiscal
         Year, if any, required by the Authority to be filed, each of which
         statements delivered to be prepared in accordance with SAP and
         accompanied by the certification of the chief financial officer or
         chief executive officer of such Material Insurance Subsidiary that such
         financial statement is complete and correct in all material respects
         and presents fairly in accordance with SAP the financial position of
         such Material Insurance Subsidiary for the period then ended.



                                       28



                  (iv) Notice of Default, Etc. Immediately after an Executive
         Officer of the Borrower knows or has reason to know of the existence of
         any Default, or any development or other information which would have a
         Material Adverse Effect, telephonic or telegraphic notice specifying
         the nature of such Default or development or information, including the
         anticipated effect thereof, which notice shall be promptly confirmed in
         writing within two (2) Business Days.

                  (v) Other Information. The following certificates and other
         information related to the Borrower:

                           (A) Within five (5) Business Days of receipt, a copy
                  of any financial examination reports by a Governmental
                  Authority with respect to its Material Insurance Subsidiaries
                  relating to the insurance business of its Material Insurance
                  Subsidiaries (when, and if, prepared); provided, the Borrower
                  shall only be required to deliver any interim report hereunder
                  at such time as Borrower has knowledge that a final report
                  will not be issued and delivered to the Agent within 90 days
                  of any such interim report.

                           (B) Copies of all filings (other than ordinary course
                  requalifications, nonmaterial tax and insurance rate and other
                  ministerial regulatory filings) with Governmental Authorities
                  by the Borrower or any Material Insurance Subsidiary not later
                  than five (5) Business Days after such filings are made,
                  including, without limitation, filings which seek approval of
                  Governmental Authorities with respect to transactions between
                  the Borrower or such Material Insurance Subsidiary and its
                  Affiliates.

                           (C) Within five (5) Business Days of such notice,
                  notice of proposed or actual suspension, termination or
                  revocation of any material License of any Material Insurance
                  Subsidiary by any Governmental Authority or of receipt of
                  notice from any Governmental Authority notifying the Borrower
                  or any Material Insurance Subsidiary of a hearing relating to
                  such a suspension, termination or revocation, including any
                  request by a Governmental Authority which commits the Borrower
                  or any Material Insurance Subsidiary to take, or refrain from
                  taking, any action or which otherwise materially and adversely
                  affects the authority of the Borrower or any Material
                  Insurance Subsidiary to conduct its business.

                           (D) Within five (5) Business Days of such notice,
                  notice of any pending or threatened investigation or
                  regulatory proceeding (other than routine periodic
                  investigations or reviews) by any Governmental Authority
                  concerning the business, practices or operations of the
                  Borrower or any Material Insurance Subsidiary.

                           (E) Simultaneously with delivery of the financial
                  statements provided pursuant to Section 5.01(a)(i)(B), a list
                  of all investments (including, without limitation, Permitted
                  Investments) of the Borrower and its Subsidiaries as of the
                  end of such Fiscal Quarter.

                           (F) Promptly, notice of any actual or, to the best of
                  the Borrower's knowledge, proposed material changes in the
                  Insurance Code governing the investment or dividend practices
                  of any Material Insurance Subsidiary.

                           (G) Promptly, such additional financial and other
                  information as the Agent may from time to time reasonably
                  request.

                  (vi) Compliance Certificates. Concurrently with the delivery
         to the Agent of the GAAP financial statements under Sections
         5.01(a)(i)(A) and 5.01(a)(i)(B), for each Fiscal Quarter and Fiscal
         Year of the Borrower, and at any other time no later than thirty (30)
         Business Days following a written request of the Agent, a duly
         completed Compliance Certificate, signed by the chief executive
         officer, chief financial officer, treasurer or controller of the
         Borrower, containing, among other things, a computation of, and showing
         compliance with, each of the applicable




                                       29



         financial ratios and restrictions contained in Sections 5.02(a),
         5.02(b) and 5.02(j), and to the effect that, to the best of such
         officer's knowledge, as of such date no Default has occurred and is
         continuing.

                  (vii) Reports to SEC and to Shareholders. Promptly upon the
         filing or making thereof copies of (A) each filing and report made by
         the Borrower or any of its Material Subsidiaries with or to any
         securities exchange or the Securities and Exchange Commission and (B)
         each communication from the Borrower to shareholders generally.

                  (viii) Notice of Litigation and ERISA. Promptly upon learning
         of the occurrence of any of the following, written notice thereof,
         describing the same and the steps being taken by the Borrower with
         respect thereto: (A) the institution of, or any adverse determination
         in, any litigation, arbitration proceeding or governmental proceeding
         (including any Internal Revenue Service or Department of Labor
         proceeding with respect to any Plan) which could, if adversely
         determined, be reasonably expected to have a Material Adverse Effect
         and which is not Ordinary Course Litigation, (B) an ERISA Event, and an
         event with respect to any Plan which could result in the incurrence by
         the Borrower or any of its Material Subsidiaries of any material
         liability (other than a liability for contributions or premiums), fine
         or penalty, (C) the commencement of any dispute which might lead to the
         modification, transfer, revocation, suspension or termination of this
         Agreement or any Loan Document or (D) any event which could be
         reasonably expected to have a Material Adverse Effect.

                  (ix) Insurance Reports. Within five (5) Business Days of
         receipt of such notice by the Borrower or its Material Subsidiaries,
         written notice of any cancellation or material adverse change in any
         material Insurance Policy carried by the Borrower or any of its
         Material Subsidiaries.

                  (x) List of Directors and Officers and Amendments.
         Concurrently with the delivery of the financial statements required
         pursuant to Section 5.01(a)(i)(A) and (B), (x) a list of the Executive
         Officers and Directors of the Borrower and (y) copies of any amendments
         to the Organization Documents or Shareholders Agreement to the extent
         such information is not included in the information provided pursuant
         to Section 5.01(a)(vii) and to the extent such information has changed
         since the last delivery pursuant to this Section.

                  (xi) New Subsidiaries. Promptly (i) upon formation or
         acquisition of any Subsidiary with a capitalization of $1,000,000 or
         more and (ii) after the capital of a previously unreported Subsidiary
         is increased above $1,000,000, written notice of the name, purpose and
         capitalization of such Subsidiary and whether such Subsidiary is a
         Material Subsidiary.

                  (xii) Updated Schedules. From time to time, and in any event
         concurrently with delivery of the financial statements under Section
         5.01(a)(i)(A) and (B), revised Schedules 4.01(l), if applicable,
         showing changes from the Schedule previously delivered.

                  (xiii) Other Information. From time to time such other
         information concerning the Borrower or any Subsidiary as the Agent or
         any Lender may reasonably request.

         Delivery of the materials required to be delivered pursuant to Section
5.01(a)(i), (ii), (iii), (vi), (vii), (x), (xi) and (xii) to the Agent in an
electronic medium in accordance with the manner set forth in Section 8.02(b)
shall be deemed to satisfy the Borrower's obligation with respect to such
materials under this Section 5.01(a).

         (b) Corporate Existence; Foreign Qualification. Do and cause to be done
at all times all things necessary to (i) maintain and preserve the corporate
existence of the Borrower and each Material Subsidiary of the Borrower (except
that inactive Subsidiaries of the Borrower may be merged out of existence or
dissolved) and (ii) be, and ensure that each Material Subsidiary of the Borrower
is, duly




                                       30



qualified to do business and (to the extent applicable) be in good standing as a
foreign corporation in each jurisdiction where the nature of its business makes
such qualification necessary unless the failure to be so qualified would not
have a Material Adverse Effect.

         (c) Books, Records and Inspections. (i) Maintain, and cause each of its
Subsidiaries to maintain materially complete and accurate books and records in
accordance with GAAP and in addition, with respect to each Insurance Subsidiary,
SAP, (ii) permit, and cause each of its Subsidiaries to permit, access at
reasonable times and, except during the continuance of an Event of Default, upon
reasonable notice by the Agent to its books and records, (iii) permit, and cause
each of its Subsidiaries to permit, the Agent or its designated representative
to inspect at reasonable times and, except during the continuance of an Event of
Default, upon reasonable notice its properties and operations, and (iv) permit,
and cause each of its Subsidiaries to permit, the Agent to discuss its business,
operations and financial condition with its officers and its independent
accountants.

         (d) Insurance. Maintain, and cause each of its Material Subsidiaries to
maintain, Insurance Policies to such extent and against such hazards and
liabilities as is required by law or customarily maintained by prudent companies
similarly situated.

         (e) Taxes and Liabilities. Pay, and cause each of its Subsidiaries to
pay, when due all material taxes, assessments and other material liabilities
except as contested in good faith and by appropriate proceedings with respect to
which reserves have been established, and are being maintained, in accordance
with GAAP except where failure to pay would not have a Material Adverse Effect.

         (f) Employee Benefit Plans. Maintain, and cause each of its
Subsidiaries to maintain, each Plan and Foreign Plan in compliance in all
material respects with all applicable Requirements of Law except where failure
to so comply would not have a Material Adverse Effect.

         (g) Compliance with Laws. Comply, and cause each of its Subsidiaries to
comply, (i) with all Requirements of Law related to its businesses (including,
without limitation, the establishment of all insurance reserves required to be
established under SAP and applicable laws restricting the investments of the
Borrower and its Subsidiaries), and (ii) with all Contractual Obligations
binding upon such entity, except in each of clauses (i) and (ii) where failure
to so comply would not in the aggregate have a Material Adverse Effect.

         (h) Maintenance of Permits. Maintain, and cause each of its
Subsidiaries to maintain, all permits, licenses and consents as may be required
for the conduct of its business by any Governmental Authority except (x) for
such permits, licenses and consents related to assets which are sold in
accordance with Section 5.02(c) or (y) where failure to maintain the same would
not have a Material Adverse Effect.

         (i) Conduct of Business. Engage, and cause each Material Subsidiary to
engage, primarily in insurance and reinsurance business and related activities.

Negative Covenants. So long as any Advance shall remain unpaid or any Lender
shall have any Commitment hereunder, the Borrower will:

         (j) Debt to Capital Ratio. Not permit the Debt to Capital Ratio
(excluding DaVinciRe Catastrophe-Linked Securities) to exceed .30:1.

         (k) Net Worth; Minimum Capital. Not permit Net Worth of the Borrower to
be less than $250,000,000, nor permit Net Worth (as shown on its GAAP financial
statements) of DaVinci Reinsurance Ltd. to be less than $350,000,000.

         (l) Mergers, Consolidations and Sales. Not, and not permit any of its
Subsidiaries to, (i) merge or consolidate, or purchase or otherwise acquire all
or substantially all of the assets or stock of any class of, or any partnership
or joint venture interest in, any other Person (other than a newly formed
Subsidiary or




                                       31



the acquisition of a Subsidiary which complies with clause (ii)(B) of this
Section 5.02(c) or the acquisition of shares of a Subsidiary held by minority
shareholders), or (ii) sell, transfer, convey or lease all or any substantial
part of its assets other than any sale, transfer, conveyance or lease in the
ordinary course of business or any sale or assignment of receivables except for
(A) any such merger or consolidation, sale, transfer, conveyance, lease or
assignment of any wholly owned Subsidiary into, with or to any other wholly
owned Subsidiary, (B) purchases or acquisitions which comply with Section
5.01(i) provided (x) no Default has occurred and is continuing or would result
therefrom and (y) the purchase price for any single purchase or acquisition does
not exceed 50% of Net Worth as of the date of such purchase or acquisition minus
all amounts which in accordance with GAAP would be characterized as intangible
assets (including goodwill) as of the date of such purchase or acquisition
(calculated on a pro forma basis giving effect to such acquisition or purchase)
and (z) the aggregate purchase price of all purchases and acquisitions after the
Effective Date does not exceed 100% of Net Worth as of the date of such purchase
or acquisition minus all amounts which in accordance with GAAP would be
characterized as intangible assets (including goodwill) and (C) sales of assets
and capital stock and other ownership or profit interests (including, without
limitation, partnership, member or trust interest therein) of Subsidiaries that
are not Material Subsidiaries, provided that no Default has occurred and is
continuing.

         (m) Regulations U and X. Not, and not permit any of its Subsidiaries
to, hold margin stock (as such term is defined in Regulation U of the FRB)
having a value in excess of 20% of the value of the assets of the Borrower and
its Subsidiaries taken as a whole after taking into account the application of
the proceeds of the Advances.

         (n) Other Agreements. Not, and not permit any of its Subsidiaries to,
enter into any agreement containing any provision which would be violated or
breached by the performance of obligations hereunder or under any instrument or
document delivered or to be delivered by it hereunder or in connection herewith.

         (o) Transactions with Affiliates. Not, and not permit any Subsidiary
to, enter into, or cause, suffer or permit to exist, directly or indirectly, any
arrangement, transaction or contract with any of its Affiliates unless such
arrangement, transaction or contract is on an arm's length basis; provided that
(i) transactions between the Borrower and any wholly-owned Subsidiary of the
Borrower or between any wholly-owned Subsidiaries of the Borrower, (ii) any
transaction expressly contemplated by the Shareholders Agreement or a management
agreement with RenaissanceRe Holdings, Ltd or any Subsidiary of RenaissanceRe
Holdings Ltd., and (iii) investments described in clause (i) of the definition
of "Permitted Investments" shall be excluded from the restrictions set forth in
this Section 5.02(f).

         (p) Liens. Not, and not permit any of its Subsidiaries to, create or
permit to exist any Lien with respect to any assets now or hereafter existing or
acquired, except the following: (A) Liens for current taxes not delinquent or
for taxes being contested in good faith and by appropriate proceedings and with
respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (B) easements, party wall agreements,
rights of way, restrictions, minor defects or irregularities in title and other
similar Liens not interfering in any material respect with the ordinary course
of the business of the Borrower and its Subsidiaries taken as a whole; (C) Liens
in connection with the acquisition of fixed assets after the date hereof and
attaching only to the property being acquired, (D) Liens incurred in the
ordinary course of business in connection with workers' compensation,
unemployment insurance or other forms of governmental insurance or benefits and
Liens pursuant to letters of credit or other security arrangements in connection
with such insurance or benefits, (E) mechanics', workers', materialmen's,
landlord liens and other like Liens arising in the ordinary course of business
in respect of obligations which are not delinquent or which are being contested
in good faith and by appropriate proceedings and with respect to which adequate
reserves have been established, and are being maintained, in accordance with
GAAP, (F) liens on Invested Assets pursuant to trust, letter of credit or other
security arrangements in connection with Reinsurance Agreements or Primary
Policies or other regulatory requirements (for insurance licensing purposes),
(G) Liens listed on Schedule 5.02(g) in effect on the date hereof; (H)
attachments, judgments and other similar Liens for sums not exceeding
$20,000,000 (excluding (x) any portion thereof which is covered by insurance so
long as the insurer is reasonably likely to be able to pay and has accepted a
tender of defense and indemnification without reservation of rights and (y) all
such Liens on assets of Subsidiaries that are not Material Subsidiaries); (I)
attachments, judgments and other




                                       32



similar Liens for sums of $20,000,000 or more (excluding any portion thereof
which is covered by insurance so long as the insurer is reasonably likely to be
able to pay and has accepted a tender of defense and indemnification without
reservation of rights) provided the execution or other enforcement of such Liens
is effectively stayed and claims secured thereby are being actively contested in
good faith and by appropriate proceedings and have been bonded off; and (J)
Liens pursuant to the Loan Documents.

         (q) Restrictions On Negative Pledge Agreements. Not, and not permit any
of its Subsidiaries to enter into or assume any agreement to which it is a
party, other than this Agreement and any agreement required by applicable
insurance regulations which places any restrictions upon the right of the
Borrower or any of its Subsidiaries to sell, pledge or otherwise dispose of any
material portion of its properties now owned or hereafter acquired other than as
permitted under Section 5.02(g) (with respect to the property subject to such
Lien), except for such restrictions imposed by any senior unsecured issuance of
Debt with an original principal amount in excess of $50,000,000, provided such
restrictions are no more restrictive than those under this Agreement.

         (r) No Amendment of Certain Documents. Not enter into or permit to
exist any amendment, modification or waiver of the Shareholders Agreement or
Organization Documents as in effect on the Effective Date which would (i) create
or amend redemption provisions applicable to the Borrower's capital stock to
provide for mandatory redemption or redemption at the option of the holder prior
to the Termination Date as such date maybe extended or (ii) in any manner be
materially adverse to the interests of the Lenders.

         (s) Dividends, Etc. Not, and not permit its Subsidiaries to, (i)
declare or pay any dividends on any of its capital stock (other than pro rata
payments of dividends by a Subsidiary to the Borrower and such Subsidiary's
other shareholders), (ii) purchase or redeem any capital stock of the Borrower
or any Subsidiary or any warrants, options or other rights in respect of such
stock (other than the pro rata purchase or redemption by a Subsidiary of its
capital stock, warrants, options or other rights in respect of such stock) or
(iii) set aside funds for any of the foregoing (collectively "Restricted
Payments"); except that so long as, after giving effect to any such Restricted
Payment the Debt to Capital Ratio does not exceed .20:1, (A) the Borrower may
declare or pay dividends on any of its Common Shares, provided no Default has
occurred and is continuing on the date the Borrower declares such dividend, (B)
the Borrower may declare or pay any Restricted Payment described in clause (i)
or (ii) above, provided (x) no Default has occurred and is continuing on the
date of such declaration or payment and (y) except in the case of the purchase
of shares of a Subsidiary from minority shareholders of such Subsidiary, after
giving effect to such Restricted Payment, the Borrower's Net Worth exceeds
$300,000,000 and (C) any Subsidiary may pay any Restricted Payment described in
clause (ii) above on a non prorata basis provided no Default has occurred and is
continuing on the date of such payment.


                                   ARTICLE VI

                                EVENTS OF DEFAULT

Events of Default. If any of the following events ("Events of Default") shall
occur and be continuing:

         (a) Non-Payment of Advances. Default in the payment when due of any
principal on the Advances; or

         (b) Non-Payment of Interest, Fees, Etc. Default, and continuance
thereof for three (3) Business Days, in the payment when due of interest on the
Advances, fees or of any other amount payable hereunder or under the Loan
Documents; or

         (c) Non-Payment of Other Debt. (i) Default in the payment when due and
continuance of such default after any applicable grace period (whether or not
such Debt is accelerated) of any other Debt (or any letter of credit facility)
of, or guaranteed by, the Borrower or any of its Material Subsidiaries if the
aggregate amount of Debt (or, in the case of any letter of credit facility, the
issued letters of credit) of the



                                       33



Borrower and/or any of its Material Subsidiaries which is due and payable or
which is or maybe accelerated, by reason of such default or defaults is
$20,000,000 or more, or (ii) default in the performance or observance of any
obligation or condition and continuance of such default after any applicable
grace period with respect to any such other Debt (or any letter of credit
facility) of, or guaranteed by, the Borrower and/or any of its Material
Subsidiaries if the effect of such default or defaults is to accelerate or
permit the acceleration of the maturity of any such Debt (or, in the case of any
letter of credit facility, the issued letters of credit) of $20,000,000 or more
in the aggregate prior to its expressed maturity; or

         (d) Other Material Obligations. Except for obligations covered under
other provisions of this Article VI, default in the payment when due, or in the
performance or observance of, any material obligation of, or material condition
agreed to by, the Borrower or any of its Material Subsidiaries with respect to
any material purchase or lease obligation of $20,000,000 or more (unless the
existence of any such default is being contested by the Borrower or such
Material Subsidiary in good faith and by appropriate proceedings and the
Borrower or such Material Subsidiary has established, and is maintaining,
adequate reserves therefor in accordance with GAAP) which default continues for
a period of 30 days; or

         (e) Bankruptcy, Insolvency, Etc. (i) The Borrower or any Material
Subsidiary becomes insolvent or generally fails to pay, or admits in writing its
inability to pay, debts as they become due; (ii) there shall be commenced by or
against any such Person any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, supervision, conservatorship, liquidation,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, rehabilitation, conservation, supervision, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other relief
with respect to it or its debts, obligations or liabilities, or (B) seeking
appointment of a receiver, trustee, custodian, rehabilitator, conservator,
supervisor, liquidator or other similar official for it or for all or any
substantial part of its assets, in each case which (1) results in the entry of
an order for relief or any such adjudication or appointment or (2) if filed
against such Person, remains undismissed, undischarged or unstayed for a period
of 90 days; or (iii) there shall be commenced against any such Person any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within 90 days from the entry thereof; or (iv) any of such Persons shall take
any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (ii) or (iii) above; or (v)
any Governmental Authority shall issue any order of conservation, supervision or
any other order of like effect relating to any of such Persons; or

         (f) Non-Compliance with Certain Financial Covenants. Failure by the
Borrower to comply with its covenants set forth in Section 5.02(a) or 5.02(b)
and continuance of such failure for two Fiscal Quarters unless (x) with respect
to Section 5.02(a), (a) during the first Fiscal Quarter of such Default the Debt
to Capital Ratio does not exceed .40:1 and (b) during the second Fiscal Quarter
of such Default the Debt to Capital Ratio does not exceed .35:1 and (y) with
respect to Section 5.02(b), (a) such failure is cured by a capital contribution
or a permanent reduction of Debt made during such two Fiscal Quarters, (b)
during the first Fiscal Quarter of such Default Net Worth of the Borrower is not
less than $165,000,000 and capital (as shown on its GAAP financial statements)
of DaVinci Reinsurance Ltd. is not less than $265,000,000, (c) during the second
Fiscal Quarter of such Default, Net Worth is not less than $210,000,000 and Net
Worth (as shown on its GAAP financial statements) of DaVinci Reinsurance Ltd. is
not less than $310,000,000 and (d) if the Borrower's capital has fallen below
that required under any Requirement of Law (x) during such cure period no
Governmental Authority places restrictions on the Borrower or any Material
Insurance Subsidiary or requires the Borrower or any Material Insurance
Subsidiary to take any action beyond the normal reporting requirements and (y)
after such cure the Borrower and its Material Insurance Subsidiaries are in
compliance with all Requirements of Law; or

         (g) Non-compliance with Other Financial Conditions. Failure by the
Borrower to comply with its covenants set forth in Section 5.02(h), 5.02(i) or
5.02(j); or




                                       34



         (h) Non-compliance with Other Provisions. Failure by the Borrower to
comply with or to perform any provision of this Agreement or the other Loan
Documents (and not constituting an Event of Default under any of the other
provisions of this Article VI) and continuance of such failure for 30 days after
notice thereof from the Agent to the Borrower; or

         (i) Warranties and Representations. Any warranty or representation made
by or on behalf of the Borrower or any Subsidiary herein is inaccurate or
incorrect or is breached or false or misleading in any material respect as of
the date such warranty or representation is made; or any schedule, certificate,
financial statement, report, notice, or other instrument furnished by or on
behalf of Borrower or any Subsidiary to the Agent or the Lenders is false or
misleading in any material respect on the date as of which the facts therein set
forth are stated or certified; or

         (j) ERISA. Any ERISA Event shall occur or exist with respect to any
Plan or Multiemployer Plan of any ERISA Affiliate and, as a result thereof,
together with all other ERISA Events then existing, the Borrower and its ERISA
Affiliates have incurred or would be reasonably likely to incur liability to any
one or more Plans or Multiemployer Plans or to the PBGC (or to any combination
thereof) in excess of $20,000,000; or

         (k) Loan Documents. Any action shall be taken by or on behalf of the
Borrower or any Affiliate thereof to discontinue any of the Loan Documents or to
contest the validity, binding nature or enforceability of any thereof; or

         (l) Change in Control. A Change in Control occurs; or

         (m) Judgments. A final judgment or judgments which exceed an aggregate
of $20,000,000 (excluding any portion thereof which is covered by insurance so
long as the insurer is reasonably likely to be able to pay and has accepted a
tender of defense and indemnification without reservation of rights) shall be
rendered against the Borrower or any Material Subsidiary and shall not have been
discharged or vacated or had execution thereof stayed pending appeal within 90
days after entry or filing of such judgment(s); or

         (n) Change in Law. Any change is made in the Insurance Code which
affects the dividend practices of any Insurance Subsidiary and which is
reasonably likely to have a Material Adverse Effect on the ability of the
Borrower to perform its obligations under the Agreement and such circumstances
shall continue for 120 days; or

         (o) Management Agreement. The Borrower shall cease for any reason to
have an effective management agreement with RenaissanceRe Holdings, Ltd. or any
Subsidiary of RenaissanceRe Holdings Ltd.;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower; provided, however, that upon an
Event of Default with respect to the Borrower under Section 6.01(e), (A) the
obligation of each Lender to make Advances shall automatically be terminated and
(B) the Advances, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower.




                                       35



                                  ARTICLE VII

                                    THE AGENT

Authorization and Action. Each Lender hereby appoints and authorizes the Agent
to take such action as agent on its behalf and to exercise such powers and
discretion under the Loan Documents as are delegated to the Agent by the terms
hereof, together with such powers and discretion as are reasonably incidental
thereto. As to any matters not expressly provided for by the Loan Documents
(including, without limitation, enforcement or collection of the Notes), the
Agent shall not be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of the Required
Lenders, and such instructions shall be binding upon all Lenders and all holders
of Notes; provided, however, that the Agent shall not be required to take any
action that exposes the Agent to personal liability or that is contrary to the
Loan Documents or applicable law. The Agent agrees to give to each Lender prompt
notice of each notice given to it by the Borrower pursuant to the terms of this
Agreement.

Agent's Reliance, Etc. Neither the Agent nor any of its directors, officers,
agents or employees shall be liable for any action taken or omitted to be taken
by it or them under or in connection with this Agreement, except for its or
their own gross negligence or willful misconduct. Without limitation of the
generality of the foregoing, the Agent: (i) may treat the Lender that made any
Advance as the holder of the Debt resulting therefrom until the Agent receives
and accepts an Assumption Agreement entered into by an Assuming Lender as
provided in Section 2.17 or 2.18 or an Assignment and Acceptance entered into by
such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 8.07; (ii) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (iv) shall not have any
duty to ascertain or to inquire as to the performance, observance or
satisfaction of any of the terms, covenants or conditions of this Agreement on
the part of the Borrower or the existence at any time of any Default or to
inspect the property (including the books and records) of the Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, any Loan Document or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of any Loan Document by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram or telex) believed by it to be genuine and signed or sent by the proper
party or parties.

Citibank and Affiliates. With respect to its Commitment, the Advances made by it
and the Note issued to it, Citibank shall have the same rights and powers under
the Loan Documents as any other Lender and may exercise the same as though it
were not the Agent; and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated, include Citibank in its individual capacity. Citibank and
its Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, accept investment banking engagements from and generally engage
in any kind of business with, the Borrower, any of its Subsidiaries and any
Person who may do business with or own securities of the Borrower or any such
Subsidiary, all as if Citibank were not the Agent and without any duty to
account therefor to the Lenders. The Agent shall have no duty to disclose
information obtained or received by it or any of its Affiliates relating to the
Borrower or its Subsidiaries to the extent such information was obtained or
received in any capacity other than as Agent.

Lender Credit Decision. Each Lender acknowledges that it has, independently and
without reliance upon the Agent or any other Lender and based on the financial
statements referred to in Section 4.01 and such other documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon the Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement.




                                       36



Indemnification. The Lenders agree to indemnify the Agent (to the extent not
reimbursed by the Borrower), ratably according to the respective principal
amounts of the Advances then owed to each of them (or if no Advances are at the
time outstanding, ratably according to the respective amounts of their
Commitments), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against the Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Agent under this Agreement
(collectively, the "Indemnified Costs"), provided that no Lender shall be liable
for any portion of the Indemnified Costs resulting from the Agent's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender agrees to reimburse the Agent promptly upon demand for its ratable share
of any out-of-pocket expenses (including reasonable counsel fees) incurred by
the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, to the extent that the Agent
is not reimbursed for such expenses by the Borrower. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs,
this Section 7.05 applies whether any such investigation, litigation or
proceeding is brought by the Agent, any Lender or a third party.

Successor Agent. The Agent may resign at any time by giving written notice
thereof to the Lenders and the Borrower and may be removed at any time with or
without cause by the Required Lenders. Upon any such resignation or removal, the
Required Lenders shall have the right to appoint a successor Agent, which
successor shall be approved by the Borrower unless a Default has occurred and is
continuing. If no successor Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.


                                  ARTICLE VIII

                                  MISCELLANEOUS

Amendments, Etc. No amendment or waiver of any provision of any Loan Document,
nor consent to any departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Required
Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no amendment, waiver or consent shall, unless in writing and signed by all the
Lenders, do any of the following: (a) waive any of the conditions specified in
Section 3.01, (b) increase the Commitments of the Lenders, (c) reduce the
principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, the Advances or any fees or other amounts payable hereunder, (e)
change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Advances, or the number of Lenders, that shall be required for the
Lenders or any of them to take any action hereunder, (f) release any material
portion of any collateral held to secure the obligations of the Borrower under
this Agreement and the Notes or (g) amend this Section 8.01; and provided
further that no amendment, waiver or consent shall, unless in writing and signed
by the Agent in addition to the Lenders required above to take such action,
affect the rights or duties of the Agent under any Loan Document.

                  Notices, Etc.. (a) All notices and other communications
         provided for hereunder shall be either (x) in writing (including
         telecopier, telegraphic or telex communication) and mailed, telecopied,
         telegraphed, telexed or delivered or (y) as and to the extent set forth
         in Section 8.02(b) and in the proviso to this Section 8.02(a), if to
         the Borrower, at its address c/o Renaissance House, 8-12 East Broadway,
         Pembroke, HM19, Bermuda, Attention: Corporate Secretary; if to any
         Initial Lender, at its Domestic Lending Office




                                       37



         specified opposite its name on Schedule I hereto; if to any other
         Lender, at its Domestic Lending Office specified in the Assumption
         Agreement or the Assignment and Acceptance pursuant to which it became
         a Lender; and if to the Agent, at its address at Two Penns Way, New
         Castle, Delaware 19720, Attention: Bank Loan Syndications Department;
         or, as to the Borrower or the Agent, at such other address as shall be
         designated by such party in a written notice to the other parties and,
         as to each other party, at such other address as shall be designated by
         such party in a written notice to the Borrower and the Agent, provided
         that materials required to be delivered pursuant to Section 5.01(a)(i),
         (ii), (iii), (vi), (vii), (x), (xi) or (xii) shall be delivered to the
         Agent as specified in Section 8.02(b) or as otherwise specified to the
         Borrower by the Agent. All such notices and communications shall, when
         mailed, telecopied, telegraphed or e-mailed, be effective when
         deposited in the mails, telecopied, delivered to the telegraph company
         or confirmed by e-mail, respectively, except that notices and
         communications to the Agent pursuant to Article II, III or VII shall
         not be effective until received by the Agent. Delivery by telecopier of
         an executed counterpart of any amendment or waiver of any provision of
         this Agreement or the Notes or of any Exhibit hereto to be executed and
         delivered hereunder shall be effective as delivery of a manually
         executed counterpart thereof.

                  (b) So long as Citibank or any of its Affiliates is the Agent,
         materials required to be delivered pursuant to Section 5.01(a)(i),
         (ii), (iii), (vi), (vii), (x), (xi) or (xii) shall be delivered to the
         Agent in an electronic medium in a format acceptable to the Agent and
         the Lenders by e-mail at oploanswebadmin@citigroup.com. The Borrower
         agrees that the Agent may make such materials, as well as any other
         written information, documents, instruments and other material relating
         to the Borrower, any of its Subsidiaries or any other materials or
         matters relating to this Agreement, the Notes or any of the
         transactions contemplated hereby (collectively, the "Communications")
         available to the Lenders by posting such notices on Intralinks,
         "e-Disclosure", the Agent's internet delivery system that is part of
         Fixed Income Direct, Global Fixed Income's primary web portal, or a
         substantially similar electronic system (the "Platform"). The Borrower
         acknowledges that (i) the distribution of material through an
         electronic medium is not necessarily secure and that there are
         confidentiality and other risks associated with such distribution, (ii)
         the Platform is provided "as is" and "as available" and (iii) neither
         the Agent nor any of its Affiliates warrants the accuracy, adequacy or
         completeness of the Communications or the Platform and each expressly
         disclaims liability for errors or omissions in the Communications or
         the Platform. No warranty of any kind, express, implied or statutory,
         including, without limitation, any warranty of merchantability, fitness
         for a particular purpose, non-infringement of third party rights or
         freedom from viruses or other code defects, is made by the Agent or any
         of its Affiliates in connection with the Platform.

                  (c) Each Lender agrees that notice to it (as provided in the
         next sentence) (a "Notice") specifying that any Communications have
         been posted to the Platform shall constitute effective delivery of such
         information, documents or other materials to such Lender for purposes
         of this Agreement; provided that if requested by any Lender, the Agent
         shall deliver a copy of the Communications to such Lender by email or
         telecopier. Each Lender agrees (i) to notify the Agent in writing of
         such Lender's e-mail address to which a Notice may be sent by
         electronic transmission (including by electronic communication) on or
         before the date such Lender becomes a party to this Agreement (and from
         time to time thereafter to ensure that the Agent has on record an
         effective e-mail address for such Lender) and (ii) that any Notice may
         be sent to such e-mail address.

No Waiver; Remedies. No failure on the part of any Lender or the Agent to
exercise, and no delay in exercising, any right hereunder or under any other
Loan Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

Costs and Expenses. (a) The Borrower agrees to pay on demand all costs and
expenses of the Agent in connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement, the Notes and the
other documents to be delivered hereunder, including, without limitation, (A)
all due diligence, syndication (including printing, distribution and bank
meetings), transportation, computer, duplication, appraisal, consultant, and
audit expenses and (B) the reasonable fees and expenses of counsel for the Agent
with respect thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement. The Borrower further agrees to pay on
demand all costs and expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable counsel fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise)
of this Agreement, the other Loan Documents and the other documents to be
delivered




                                       38



hereunder, including, without limitation, reasonable fees and expenses of
counsel for the Agent and each Lender in connection with the enforcement of
rights under this Section 8.04(a).

         (b) The Borrower agrees to indemnify and hold harmless the Agent and
each Lender and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of
or in connection with or by reason of (including, without limitation, in
connection with any investigation, litigation or proceeding or preparation of a
defense in connection therewith) the Notes, this Agreement, any other Loan
Document, any of the transactions contemplated herein or the actual or proposed
use of the proceeds of the Advances, except to the extent such claim, damage,
loss, liability or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct. In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 8.04(b)
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by the Borrower, its directors,
equityholders or creditors or an Indemnified Party or any other Person, whether
or not any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated. The Borrower also agrees not
to assert any claim for special, indirect, consequential or punitive damages
against the Agent, any Lender, any of their Affiliates, or any of their
respective directors, officers, employees, attorneys and agents, on any theory
of liability, arising out of or otherwise relating to the Notes, this Agreement,
any other Loan Document, any of the transactions contemplated herein or the
actual or proposed use of the proceeds of the Advances.

         (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender other
than on the last day of the Interest Period for such Advance, as a result of a
payment or Conversion pursuant to Section 2.07(d), 2.09 or 2.11, acceleration of
the maturity of the Advances pursuant to Section 6.01 or for any other reason,
the Borrower shall, upon demand by such Lender (with a copy of such demand to
the Agent), pay to the Agent for the account of such Lender any amounts required
to compensate such Lender for any additional losses, costs or expenses that it
may reasonably incur as a result of such payment or Conversion, including,
without limitation, any loss (excluding loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance.

         (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.10, 2.13 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

Right of Set-off. Upon (i) the occurrence and during the continuance of any
Event of Default and (ii) the making of the request or the granting of the
consent specified by Section 6.01 to authorize the Agent to declare the Notes
due and payable pursuant to the provisions of Section 6.01, each Lender and each
of its Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender or such Affiliate to or for
the credit or the account of the Borrower against any and all of the obligations
of the Borrower now or hereafter existing under this Agreement and the Note held
by such Lender, whether or not such Lender shall have made any demand under this
Agreement or such Note and although such obligations may be unmatured. Each
Lender agrees promptly to notify the Borrower after any such set-off and
application, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender and its
Affiliates under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that such Lender and
its Affiliates may have.

Binding Effect. This Agreement shall become effective (other than Section 2.01,
which shall only become effective upon satisfaction of the conditions precedent
set forth in Section 3.01) when it shall have been executed by the Borrower and
the Agent and when the Agent shall have been notified by each Initial Lender
that such Initial Lender has executed it and thereafter shall be binding upon
and inure to the benefit of the Borrower, the Agent and each Lender and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the Lenders.




                                       39



Assignments and Participations. (e) Each Lender may and, if demanded by the
Borrower (following a demand by such Lender pursuant to Section 2.10, 2.11 or
2.13 or an assertion by such Lender under Section 2.11) upon at least 5 Business
Days' notice to such Lender and the Agent, will assign to one or more Persons
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Advances owing to it
and the Note or Notes held by it); provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all rights
and obligations under this Agreement, (ii) except in the case of an assignment
to a Person that, immediately prior to such assignment, was a Lender or an
assignment of all of a Lender's rights and obligations under this Agreement, the
amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof unless the Borrower and the
Agent otherwise agree, (iii) each such assignment shall be to an Eligible
Assignee, (iv) each such assignment made as a result of a demand by the Borrower
pursuant to this Section 8.07(a) shall be arranged by the Borrower after
consultation with the Agent and shall be either an assignment of all of the
rights and obligations of the assigning Lender under this Agreement or an
assignment of a portion of such rights and obligations made concurrently with
another such assignment or other such assignments that together cover all of the
rights and obligations of the assigning Lender under this Agreement, (v) no
Lender shall be obligated to make any such assignment as a result of a demand by
the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall
have received one or more payments from either the Borrower or one or more
Eligible Assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal amount and all
other amounts payable to such Lender under this Agreement, and (vi) the parties
to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Note subject to such assignment and a processing and recordation fee of
$3,500; provided, however, that in the case of each assignment made as a result
of a demand by the Borrower, such recordation fee shall be payable by the
Borrower except that no such recordation fee shall be payable in the case of an
assignment made at the request of the Borrower to an Eligible Assignee that is
an existing Lender. Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in each Assignment and Acceptance,
(x) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and (y) the Lender assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights (other than its rights under Sections 2.10,
2.13 and 8.04 to the extent any claim thereunder relates to an event arising
prior such assignment) and be released from its obligations (other than its
obligations under Section 7.05 to the extent any claim thereunder relates to an
event arising prior such assignment) under this Agreement (and, in the case of
an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto).

         (f) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with any Loan Document or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of, or the perfection or priority of any lien or security interest created
or purported to be created under or in connection with, any Loan Document or any
other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under any Loan Document or
any other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Section 4.01 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Agent, such assigning Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Loan Documents as are delegated to the Agent by the terms hereof,
together with such powers and discretion as are reasonably incidental thereto;
and



                                       40



(vii) such assignee agrees that it will perform in accordance with their terms
all of the obligations that by the terms of this Agreement are required to be
performed by it as a Lender.

         (g) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Note or Notes subject to such assignment, the Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the
form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower.

         (h) The Agent shall maintain at its address referred to in Section 8.02
a copy of each Assumption Agreement and each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of the
Advances owing to, each Lender from time to time (the "Register"). The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

         (i) Each Lender may sell participations to one or more banks or other
entities (other than the Borrower or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Advances owing to it and any
Note or Notes held by it); provided, however, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitment to the
Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrower, the Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and (v) no participant
under any such participation shall have any right to approve any amendment or
waiver of any provision of any Loan Document, or any consent to any departure by
the Borrower therefrom, except to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, in each case to the extent subject to such
participation, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation.

         (j) Any Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 8.07, disclose
to the assignee or participant or proposed assignee or participant, any
information relating to the Borrower furnished to such Lender by or on behalf of
the Borrower; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the
confidentiality of any Confidential Information relating to the Borrower
received by it from such Lender.

(k) Notwithstanding any other provision set forth in this Agreement, any Lender
may at any time create a security interest in all or any portion of its rights
under this Agreement (including, without limitation, the Advances owing to it
and any Note or Notes held by it) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System.

Confidentiality. Each of the Lenders agrees to take and to cause its Affiliates
to take normal and reasonable precautions and exercise due care to maintain the
confidentiality of all information identified as "confidential" or "secret" by
the Borrower and provided to it by the Borrower or any Subsidiary, or by the
Agent on the Borrower's or such Subsidiary's behalf, under this Agreement or any
other Loan Document, and neither it nor any of its Affiliates shall use any such
information other than in connection with or in enforcement of this Agreement
and the other Loan Documents or in connection with other business now or
hereafter existing or contemplated with the Borrower or any Subsidiary; except
to the extent such information (i) was or becomes generally available to the
public other than as a result of disclosure by such Lender, or (ii) was or
becomes available on a non-confidential basis from a source other than the
Borrower, provided that such source is not bound by a confidentiality agreement
with the Borrower known to such Lender; provided, however, that any Lender may
disclose such information (A) at the request or pursuant to any requirement of
any Governmental Authority to which such Lender is subject or in connection with
an





                                       41



examination of such Lender by any such authority; (B) pursuant to subpoena or
other court process; (C) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (D) to the extent reasonably
required in connection with any litigation or proceeding to which the Agent or
any Lender or their respective Affiliates may be party; (E) to the extent
reasonably required in connection with the exercise of any remedy hereunder or
under any other Loan Document; (F) to such Lender's independent auditors and
other professional advisors; (G) to any assignee of a Lender, actual or
potential, provided that such Person agrees in writing to keep such information
confidential to the same extent required of the Lenders hereunder; (H) to any
Lender or its Affiliate, as expressly permitted under the terms of any other
document or agreement regarding confidentiality to which the Borrower or any
Subsidiary is party or is deemed party with such Lender or such Affiliate; and
(I) to its Affiliates which are such Lender's parent or it or its parent's
wholly owned Subsidiary or, with the prior written consent of the Borrower which
shall not be unreasonably withheld, its other Affiliates.

Governing Law. This Agreement and the Notes shall be governed by, and construed
in accordance with, the laws of the State of New York.

Execution in Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement.

Jurisdiction, Etc. (l) Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United States
of America sitting in New York City, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement or any
other Loan Document, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in any such New York State court or, to the extent permitted by law, in such
federal court. The Borrower hereby agrees that service of process in any such
action or proceeding brought in the any such New York State court or in such
federal court may be made upon CT Corporation System at its offices at 111
Eighth Avenue, 13th Floor, New York, N.Y. 10011 (the "Process Agent") and the
Borrower hereby irrevocably appoints the Process Agent its authorized agent to
accept such service of process, and agrees that the failure of the Process Agent
to give any notice of any such service shall not impair or affect the validity
of such service or of any judgment rendered in any action or proceeding based
thereon. The Borrower hereby further irrevocably consents to the service of
process in any action or proceeding in such courts by the mailing thereof by any
parties hereto by registered or certified mail, postage prepaid, to the Borrower
at its address specified pursuant to Section 8.02. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or proceeding
relating to this Agreement or the Notes in the courts of any jurisdiction.

         (m) Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the Notes in any New
York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

Judgment. (n) If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder in U.S. dollars into another currency,
the parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal
banking procedures the Agent could purchase U.S. dollars with such other
currency at Citibank's principal office in London at 11:00 A.M. (London time) on
the Business Day preceding that on which final judgment is given.

         (o) The obligation of the Borrower in respect of any sum due from it in
any currency (the "Primary Currency") to any Lender or the Agent hereunder
shall, notwithstanding any judgment in any other currency, be discharged only to
the extent that on the Business Day following receipt by such Lender or the
Agent (as the case may be), of any sum adjudged to be so due in such




                                       42



other currency, such Lender or the Agent (as the case may be) may in accordance
with normal banking procedures purchase the applicable Primary Currency with
such other currency; if the amount of the applicable Primary Currency so
purchased is less than such sum due to such Lender or the Agent (as the case may
be) in the applicable Primary Currency, the Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify such Lender or
the Agent (as the case may be) against such loss, and if the amount of the
applicable Primary Currency so purchased exceeds such sum due to any Lender or
the Agent (as the case may be) in the applicable Primary Currency, such Lender
or the Agent (as the case may be) agrees to remit to the Borrower such excess.

Waiver of Jury Trial. Each of the Borrower, the Agent and the Lenders hereby
irrevocably waives all right to trial by jury in any action, proceeding or
counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to any Loan Document, the Advances or the actions of the Agent or any
Lender in the negotiation, administration, performance or enforcement thereof.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                           DAVINCIRE HOLDINGS LTD.


                                           By  /s/ Todd R. Fonner
                                              ---------------------------------
                                               Name: Todd R. Fonner
                                               Title: Vice President, Treasurer


                                           CITIBANK, N.A.,
                                               as Agent


                                           By  /s/ Robert A. Danziger
                                              ---------------------------------
                                               Name: Robert A. Danziger
                                               Title: Vice President


                                 Initial Lenders

Commitment
$16,000,000                               CITIBANK, N.A.


                                          By  /s/ Robert A. Danziger
                                          -----------------------------------
                                              Name: Robert A. Danziger
                                              Title: Vice President


$14,000,000                               BANK OF N.T. BUTTERFIELD & SON LIMITED


                                          By  /s/ Alan Day
                                              -------------------------------
                                              Name: Alan Day
                                              Title: Vice President

$10,000,000                               BANK OF AMERICA, N.A.


                                          By  /s/ Debra Basler
                                             ---------------------------------
                                              Name: Debra Basler
                                              Title: Principal



                                       43



$10,000,000                                 BANK OF BERMUDA LTD.


                                            By  /s/ Derek Caldwell
                                                -------------------------------
                                                Name: Derek Caldwell
                                                Title: Vice President
                                                       Corporate Banking








$10,000,000                                 THE BANK OF NEW YORK


                                            By  /s/ Scott Schaffer
                                                --------------------------------
                                                Name: Scott Schaffer
                                                Title: Vice Present


$10,000,000                                 BANK ONE, NA


                                            By  /s/ Gerard P. Fogarty
                                                --------------------------------
                                                Name: Gerard P. Fogerty
                                                Title: Director


$10,000,000                                 MELLON BANK, N.A.


                                            By  /s/ Karla Maloof
                                                --------------------------------
                                                Name: Karla Maloof
                                                Title: First Vice President


$10,000,000                                 NATIONAL AUSTRALIA BANK LIMITED


                                            By  /s/ Lawrence Karp
                                                -------------------------------
                                                Name: Lawrence Karp
                                                Title: Director


$10,000,000                                 WACHOVIA BANK, NATIONAL ASSOCIATION


                                            By  /s/ William R. Goley
                                                --------------------------------
                                                Name: William R. Goley
                                                Title: Director


$100,000,000      Total of the Commitments

                                                                    EXHIBIT 31.1

                                 CERTIFICATIONS

I, James N. Stanard, Chief Executive Officer of RenaissanceRe Holdings Ltd.,
(the "registrant"), certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of the registrant;

     2.   Based on my knowledge, this report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this report, fairly present in all material
          respects the financial condition, results of operations and cash flows
          of the registrant as of, and for, the periods presented in this
          report;

     4.   The registrant's other certifying officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and have:

          (a)  Designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this report is being prepared;

          (b)  Evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures, as of the end of the period covered by this
               report based on such evaluation; and

          (c)  Disclosed in this report any change in the registrant's internal
               control over financial reporting that occurred during the
               registrant's most recent fiscal quarter (the registrant's fourth
               fiscal quarter in the case of an annual report) that has
               materially affected, or is reasonably likely to materially
               affect, the registrant's internal control over financial
               reporting; and

     5.   The registrant's other certifying officer(s) and I have disclosed,
          based on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors (or persons performing the equivalent
          functions):

          (a)  All significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are








               reasonably likely to adversely affect the registrant's ability to
               record, process, summarize and report financial information; and

          (b)  Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal control over financial reporting.

Date: August 9, 2004

                                                      /s/ James N. Stanard
                                                     ---------------------
                                                     James N. Stanard
                                                     Chief Executive Officer

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, John M. Lummis, Chief Financial Officer of RenaissanceRe Holdings Ltd., (the
"registrant"), certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of the registrant;

     2.   Based on my knowledge, this report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this report, fairly present in all material
          respects the financial condition, results of operations and cash flows
          of the registrant as of, and for, the periods presented in this
          report;

     4.   The registrant's other certifying officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and have:

          (a)  Designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this report is being prepared;

          (b)  Evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures, as of the end of the period covered by this
               report based on such evaluation; and

          (c)  Disclosed in this report any change in the registrant's internal
               control over financial reporting that occurred during the
               registrant's most recent fiscal quarter (the registrant's fourth
               fiscal quarter in the case of an annual report) that has
               materially affected, or is reasonably likely to materially
               affect, the registrant's internal control over financial
               reporting; and

     5.   The registrant's other certifying officer(s) and I have disclosed,
          based on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors (or persons performing the equivalent
          functions):

          (a)  All significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are







               reasonably likely to adversely affect the registrant's ability to
               record, process, summarize and report financial information; and

          (b)  Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal control over financial reporting.

Date: August 9, 2004

                                                     /s/ John M. Lummis
                                                     -------------------
                                                     John M. Lummis
                                                     Chief Financial Officer

                                                                    EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In connection with the Quarterly Report of RenaissanceRe Holdings Ltd.
(the "Company") on Form 10-Q for the period ending June 30, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
James N. Stanard, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




 /s/ James N. Stanard
- -----------------------

James N. Stanard
Chief Executive Officer
August 9, 2004

                                                                    EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In connection with the Quarterly Report of RenaissanceRe Holdings Ltd.
(the "Company") on Form 10-Q for the period ending June 30, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
John M. Lummis, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




  /s/ John M. Lummis
- -----------------------

John M. Lummis
Chief Financial Officer
August 9, 2004