Form: DEF 14A

Definitive proxy statements

April 1, 1999

DEF 14A: Definitive proxy statements

Published on April 1, 1999


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12

RenaissanceRe Holdings Ltd.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)



- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


________________________________________________________________________________
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________________________________________________________________________________
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________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):



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5) Total fee paid:

[_] Fee paid previously with preliminary materials:



________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

1) Amount previously paid:

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RENAISSANCERE HOLDINGS LTD.
Renaissance House
8-12 East Broadway
Pembroke HM 19 Bermuda

----------

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on May 13, 1999

----------

To the Shareholders of RenaissanceRe Holdings Ltd.:

Notice is hereby given that the Annual General Meeting of Shareholders (the
"Annual Meeting") of RenaissanceRe Holdings Ltd. (the "Company") will be held at
Renaissance House, 8-12 East Broadway, Pembroke, Bermuda on May 13, 1999 at
10:00 a.m., Atlantic daylight savings time, for the following purposes:

1. To elect four Class I directors of the Company to serve until the
Company's 2002 Annual Meeting (the "Company Board Proposal").

2. To appoint the firm of Ernst & Young LLP, independent auditors, to
serve as the Company's independent auditors for the 1999 fiscal year
until the Company's 2000 Annual Meeting, and to refer the
determination of the auditors' remuneration to the Board
(collectively, the "Company Auditors Proposal").

3. In accordance with the Company's Bye-laws, to vote on a proposal to be
considered by the Company, as the holder of all outstanding shares of
Renaissance Reinsurance Ltd. ("Renaissance"), to elect four Class I
directors of Renaissance to serve until the Company's 2002 Annual
Meeting (the "Renaissance Board Proposal").

4. In accordance with the Company's Bye-laws, to vote on a proposal to be
considered by the Company, as the holder of all outstanding shares of
Renaissance, to appoint the firm Ernst & Young LLP, independent
auditors, to serve as Renaissance's independent auditors for the 1999
fiscal year until the Company's 2000 Annual Meeting and to refer the
determination of the auditors' remuneration to the Board
(collectively, the "Renaissance Auditors Proposal").

5. In accordance with the Company's Bye-Laws, to vote on a proposal to be
considered by the Company, as the holder of all outstanding shares of
Renaissance, to amend the Memorandum of Association of Renaissance to
increase the minimum issued and fully paid share capital of
Renaissance from $1 million to $1.25 million (the "Renaissance Share
Capital Proposal" and collectively with the foregoing the
"Proposals").

At the Annual Meeting, shareholders will also receive the report of the
Company's independent auditors and the financial statements of the Company for
the year ended December 31, 1998, and may also be asked to consider and take
action with respect to such other matters as may properly come before the Annual
Meeting.

All shareholders of record at the close of business on February 22, 1999
are entitled to notice of, and to vote at, the Annual Meeting.

All shareholders are cordially invited to attend the meeting in person.
However, to ensure that your shares are represented at the Annual Meeting, you
are urged to complete, sign, date and return the accompanying proxy card
promptly in the enclosed postage paid envelope. Please sign the accompanying
proxy card exactly as your name appears on your share certificate(s). You may
revoke your proxy at any time before it is voted at the Annual Meeting. If you
attend the Annual Meeting, you may vote your shares in person even if you have
returned a proxy.


By order of the Board of Directors,


/s/ James N. Stanard
- ----------------------
James N. Stanard
Chairman of the Board
April 1, 1999



RENAISSANCERE HOLDINGS LTD.
Renaissance House
8-12 East Broadway
Pembroke HM 19 Bermuda

----------

ANNUAL GENERAL MEETING OF SHAREHOLDERS
May 13, 1999

----------

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Board") of RenaissanceRe
Holdings Ltd. (the "Company") to be voted at the Company's Annual General
Meeting of Shareholders to be held at Renaissance House, 8-12 East Broadway,
Pembroke, Bermuda on May 13, 1999 at 10:00 a.m., Atlantic daylight savings time,
or any postponement or adjournment thereof (the "Annual Meeting"). This Proxy
Statement, the Notice of Annual Meeting and the accompanying form of proxy are
being first mailed to shareholders on or about April 1, 1999.

As of February 22, 1999, the record date for the determination of persons
entitled to receive notice of, and to vote at, the Annual Meeting, there were
issued and outstanding: (i) 18,615,115 shares of the Company's common shares,
par value $1.00 per share (the "Full Voting Common Shares"), (ii) 2,448,504
shares of the Company's Diluted Voting Class I Common Shares, par value $1.00
per share (the "DVI Shares"); and (iii) 318,213 shares of the Company's Diluted
Voting Class II Common Shares, par value $1.00 per share (the "DVII Shares" and
together with the DVI Shares, the "Diluted Voting Shares"). The Full Voting
Common Shares and the Diluted Voting Shares are referred to herein collectively
as the "Common Shares." The Common Shares are the Company's only class of equity
securities outstanding and entitled to vote at the Annual Meeting.

Holders of Full Voting Common Shares are entitled to one vote on each
matter to be voted upon by the shareholders at the Annual Meeting for each share
held. Holders of DVI Shares are entitled to a fixed voting interest in the
Company of up to 9.9% of all outstanding voting rights attached to the Common
Shares, inclusive of the percentage interest in the Company represented by
Controlled Common Shares (as defined below), but in no event greater than one
vote for each share held. Holders of DVII Shares are entitled to one-third of a
vote for each share held; provided, that in no event shall a holder of DVII
Shares have greater than 9.9% of all outstanding voting rights attached to the
Common Shares, inclusive of the percentage interest in the Company represented
by Controlled Common Shares. With respect to any holder of DVI Shares or DVII
Shares, "Controlled Common Shares" means Common Shares owned directly,
indirectly or constructively by such holder within the meaning of Section 958 of
the Internal Revenue Code of 1986, as amended (the "Code"), and applicable rules
and regulations thereunder.

The presence, in person or by proxy, of holders of more than 50% of the
Common Shares outstanding and entitled to vote on the matters to be considered
at the Annual Meeting is required to constitute a quorum for the transaction of
business at the Annual Meeting. Holders of Full Voting Common Shares and Diluted
Voting Shares shall vote together as a single class on all matters presented for
a vote by the shareholders at the Annual Meeting.

At the Annual Meeting, shareholders will be asked to take the following actions:

1. To elect four Class I directors of the Company to serve until the Company's
2002 Annual Meeting (the "Company Board Proposal").

2. To appoint the firm of Ernst & Young LLP, independent auditors, to serve as
the Company's independent auditors for the 1999 fiscal year until the
Company's 2000 Annual Meeting, and to refer the determination of the
auditors' remuneration to the Board (collectively, the "Company Auditors
Proposal").

3. In accordance with the Company's Bye-laws, to vote on a proposal to be
considered by the Company, as the holder of all outstanding shares of
Renaissance Reinsurance Ltd. ("Renaissance"), to elect four Class I
directors of Renaissance to serve until the Company's 2002 Annual Meeting
(the "Renaissance Board Proposal").


1



4. In accordance with the Company's Bye-laws, to vote on a proposal to be
considered by the Company, as the holder of all outstanding shares of
Renaissance, to appoint the firm Ernst & Young LLP, independent auditors,
to serve as Renaissance's independent auditors for the 1999 fiscal year
until the Company's 2000 Annual Meeting and to refer the determination of
the auditors' remuneration to the Board (collectively, the "Renaissance
Auditors Proposal").

5. In accordance with the Company's Bye-Laws, to vote on a proposal to be
considered by the Company, as the holder of all outstanding shares of
Renaissance, to amend the Memorandum of Association of Renaissance to
increase the minimum issued and fully paid share capital of Renaissance
from $1 million to $1.25 million (the "Renaissance Share Capital Proposal"
and collectively with the foregoing, the "Proposals").

At the Annual Meeting, shareholders will also receive the report of the
Company's independent auditors and the financial statements of the Company for
the year ended December 31, 1998, and may also be asked to consider and take
action with respect to such other matters as may properly come before the Annual
Meeting.

All of the above Proposals will be decided by the affirmative vote of a
majority of the voting rights attached to the Common Shares present, in person
or by proxy, at the Annual Meeting, and entitled to vote thereon. A hand vote
will be taken unless a poll is requested pursuant to the Bye-Laws. Warburg,
Pincus Investors, L.P. ("Warburg"), GE Investment Private Placement Partners
I-Insurance, Limited Partnership ("GE Insurance"), PT Investments, Inc. ("PT
Investments"), United States Fidelity and Guaranty Company ("USF&G"); a wholly
owned subsidiary of The St. Paul Companies ("St. Paul"), and the Company's
directors and executive officers intend to vote their shares, representing in
the aggregate approximately 45% of the outstanding voting rights attached to the
Common Shares, in favor of each of the Proposals to be acted on at the Annual
Meeting. THEREFORE, THE COMPANY BELIEVES THAT APPROVAL OF EACH PROPOSAL
DESCRIBED HEREIN IS ASSURED.

Following the Annual Meeting, Renaissance will hold its annual general
meeting of shareholders, at which meeting the Company, in accordance with the
Company's Bye-Laws, will vote all of the outstanding shares of Renaissance (all
of which the Company owns) in accordance with and proportional to the vote of
the shareholders at the Annual Meeting on the Renaissance Board Proposal, the
Renaissance Auditors Proposal and the Renaissance Share Capital Proposal.


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SOLICITATION AND REVOCATION

PROXIES IN THE FORM ENCLOSED ARE BEING SOLICITED BY, OR ON BEHALF OF, THE
BOARD. THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY HAVE BEEN DESIGNATED
AS PROXIES BY THE BOARD. Such persons designated as proxies are officers of the
Company. Any shareholder desiring to appoint another person to represent him or
her at the Annual Meeting may do so either by inserting such person's name in
the blank space provided on the accompanying form of proxy, or by completing
another form of proxy and, in either case, delivering an executed proxy to the
Secretary of the Company at the address indicated above, before the time of the
Annual Meeting. It is the responsibility of the shareholder appointing such
other person to represent him or her to inform such person of this appointment.

All Common Shares represented by properly executed proxies which are
returned and not revoked will be voted in accordance with the instructions, if
any, given thereon. If no instructions are provided in an executed proxy, it
will be voted FOR each of the Proposals described herein and set forth on the
accompanying form of proxy, and in accordance with the proxyholder's best
judgment as to any other business as may properly come before the Annual
Meeting. If a shareholder appoints a person other than the persons named in the
enclosed form of proxy to represent him or her, such person will vote the shares
in respect of which he or she is appointed proxyholder in accordance with the
directions of the shareholder appointing him or her. Member brokerage firms of
The New York Stock Exchange, Inc. (the "NYSE") that hold shares in street name
for beneficial owners may, to the extent that such beneficial owners do not
furnish voting instructions with respect to any or all proposals submitted for
shareholder action, vote in their discretion upon all of the Proposals. Any
"broker non-votes" and abstentions will not be counted as shares present in
connection with proposals with respect to which they are not voted. Any
shareholder who executes a proxy may revoke it at any time before it is voted by
delivering to the Secretary of the Company a written statement revoking such
proxy, by executing and delivering a later dated proxy, or by voting in person
at the Annual Meeting. Attendance at the Annual Meeting by a shareholder who has
executed and delivered a proxy to the Company shall not in and of itself
constitute a revocation of such proxy.

The Company will bear the cost of solicitation of proxies. Further
solicitation may be made by directors, officers and employees of the Company
personally, by telephone or otherwise, but such persons will not be specifically
compensated for such services. The Company also intends to make, through
bankers, brokers or other persons, a solicitation of proxies of beneficial
holders of the Common Shares. Upon request, the Company will reimburse brokers,
dealers, banks or similar entities acting as nominees for reasonable expenses
incurred in forwarding copies of the proxy materials relating to the Annual
Meeting to the beneficial owners of Common Shares which such persons hold of
record.


3



DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The table below sets forth the names, ages and titles of the persons who were
directors of the Company and executive officers of the Company as of April 1,
1999.



Name Age Position
- ----- ---- -------

James N. Stanard ............. 50 Chairman of the Board, President and Chief Executive Officer

William I. Riker ............. 39 Director, Executive Vice President of the Company and President and
Chief Operating Officer of Renaissance Reinsurance Ltd.

John M. Lummis ............... 41 Senior Vice President and Chief Financial Officer

David A. Eklund .............. 39 Executive Vice President of Renaissance Reinsurance Ltd.

Arthur S. Bahr ............... 67 Director

Thomas A. Cooper ............. 62 Director

Edmund B. Greene ............. 60 Director

Gerald L. Igou ............... 64 Director

Kewsong Lee .................. 33 Director

Paul J. Liska ................ 39 Director

Lisa J. Marshall ............. 39 Director

Howard H. Newman ............. 51 Director

Scott E. Pardee .............. 62 Director


James N. Stanard has served as Chairman of the Board, President and Chief
Executive Officer since the Company's formation in June 1993. From 1991 through
June 1993, Mr. Stanard served as Executive Vice President of USF&G and was a
member of a three-person Office of the President. As Executive Vice President of
USF&G, he was responsible for USF&G's underwriting, claims and ceded
reinsurance. From October 1983 to 1991, Mr. Stanard was an Executive Vice
President of F&G Re, Inc., USF&G's start-up reinsurance subsidiary ("F&G Re").
Mr. Stanard was one of two senior officers primarily responsible for the
formation of F&G Re, where he was responsible for underwriting, pricing and
marketing activities of F&G Re during its first seven years of operations. As
Executive Vice President of F&G Re, Mr. Stanard was personally involved in the
design of pricing procedures, contract terms and analytical underwriting tools
for all types of treaty reinsurance, including both U.S. and international
property catastrophe reinsurance.

William I. Riker was appointed as Director of the Company in August 1998.
Mr. Riker was appointed as Executive Vice President of the Company in December
1997 and previously served as Senior Vice President from March 1995 and as Vice
President-Underwriting of the Company from November 1993 until such time. Mr.
Riker has served as President and Chief Operating Officer of Renaissance
Reinsurance Ltd. since February 1998. From March 1993 through October 1993, Mr.
Riker served as Vice President of Applied Insurance Research, Inc. Prior to
that, Mr. Riker held the position of Senior Vice President, Director of
Underwriting at American Royal Reinsurance Company ("American Royal"). Mr. Riker
was responsible for developing various analytical underwriting tools while
holding various positions at American Royal from 1984 through 1993.

John M. Lummis has served as Senior Vice President and Chief Financial
Officer of the Company since September 1997. Mr. Lummis served as a director of
the Company from July 1993 to December 1997, when he resigned in connection with
his appointment as an executive officer of the Company. Mr. Lummis served as
Vice President-Business Development of USF&G Corporation from 1994 until August
1997 and served as Vice President and Group General Counsel for USF&G
Corporation from 1991 until 1995. USF&G Corporation is the parent company of
USF&G and was acquired by St. Paul in May 1998. From 1982 until 1991, Mr. Lummis
was engaged in the private practice of law with Shearman & Sterling.

David A. Eklund has served as Chief Underwriting Officer of Renaissance
Reinsurance Ltd., since February 1999, and as Executive Vice President of
Renaissance Reinsurance Ltd. since December 1997, prior to which he


4



served as Senior Vice President of the Company and Renaissance Reinsurance Ltd.
since February 1996. Mr. Eklund served as Vice President-Underwriting of the
Company and Renaissance Reinsurance Ltd., from September 1993 until February
1996. From November 1989 through September 1993, Mr. Eklund held various
positions in casualty underwriting at Old Republic International Reinsurance
Group, Inc., where he was responsible for casualty treaty underwriting and
marketing. From March 1988 to November 1989, Mr. Eklund held various positions
in catastrophe reinsurance at Berkshire Hathaway Inc., where he was responsible
for underwriting and marketing finite risk and property catastrophe reinsurance.

Arthur S. Bahr has served as a director of the Company since its formation
in June 1993. Mr. Bahr served as Director and Executive Vice President-Equities
of General Electric Investment Corporation ("GEIC"), a subsidiary of General
Electric Company and registered investment adviser, from 1987 until December
1993. Mr. Bahr has served GEIC in various senior investment positions since 1978
and was a Trustee of General Electric Pension Trust from 1976 until December
1993. Mr. Bahr served as Director and Executive Vice President of GE Investment
Management Incorporated, a subsidiary of General Electric Company and a
registered investment adviser, from 1988 until his retirement in December 1993.
From December 1993 until December 1995, Mr. Bahr served as a consultant to GEIC.

Thomas A. Cooper has served as a director of the Company since August 7,
1996. From August 1993 until August 1996, Mr. Cooper served as Chairman and
Chief Executive Officer of TAC Bancshares, Inc. and as Chairman and Chief
Executive Officer of Chase Federal Bank FSB. From June 1992 until July 1993, Mr.
Cooper served as principal of TAC Associates, a financial investment company.
From April 1990 until May 1992, Mr. Cooper served as Chairman and Chief
Executive Officer of Goldome FSB. From 1986 to April 1990, Mr. Cooper served as
Chairman and Chief Executive Officer of Investment Services of America, one of
the largest full service securities brokerage and investment companies in the
United States. Prior thereto, Mr. Cooper served as President of Bank of America
from February 1983 to April 1986. From 1980 to 1982, Mr. Cooper served as Vice
Chairman of Mellon Bank. From 1978 to 1982, Mr. Cooper was President of Girard
Bank in Philadelphia.

Edmund B. Greene has served as a director of the Company since its
formation in June 1993. Mr. Greene currently serves as a consultant to Aon
Corporation. Mr. Greene retired as Deputy Treasurer-Insurance of General
Electric Company in October 1998, where he had served since March 1995. Prior to
that, Mr. Greene was Manager-Corporate Insurance Operation of General Electric
Company since 1985, and previously served in various financial management
assignments at General Electric Company since 1962.

Gerald L. Igou has served as a director of the Company since its formation
in June 1993. Mr. Igou has served as a Vice President-Investment Analyst for
GEIC since September 1993. He is a Certified Financial Analyst and has served
GEIC in the capacities of investment analyst and sector portfolio manager since
1968. Prior to joining General Electric, Mr. Igou was an analyst with the Wall
Street firms of Smith Barney Inc. and Dean Witter & Co.

Kewsong Lee has served as a director of the Company since December 1994.
Mr. Lee has served as a Member and Managing Director of E.M. Warburg, Pincus &
Co. LLC ("EMWP LLC") and a general partner of Warburg, Pincus & Co. ("WP") since
January 1, 1997. Mr. Lee served as a Vice President of Warburg, Pincus Ventures,
Inc. ("WPV") from January 1995 to December 1996, and as an associate at E.M.
Warburg, Pincus & Co., Inc. ("EMWP") from 1992 to until December 1994. Prior to
joining EMWP, Mr. Lee was a consultant at McKinsey & Company, Inc., a management
consulting company, from 1990 to 1992. Mr. Lee is a director of Knoll, Inc.,
Eagle Family Foods, Inc. and several privately held companies.

Paul J. Liska has served as a director of the Company since August 1998.
Mr. Liska has served as executive vice president and chief financial officer for
St. Paul since 1997. From 1996 to 1997, Mr. Liska served as president and chief
executive officer of Specialty Foods Corporation. During 1994 to 1996, Mr Liska
served as Chief Operating Officer and Chief Financial Officer of Specialty Foods
Corporation. From 1988 to 1994, Mr. Liska held several positions with Kraft
General Foods, including chief financial officer of Kraft U.S.A. Mr. Liska also
held a finance position with Quaker Oats Co., and positions in finance, sales
and sales management with American Hospital Supply Corp. A certified public
accountant, he began his career with Price Waterhouse & Co.

Lisa J. Marshall has served as a director of the Company since August 1998,
and previously served as a director of the Company from June 1993 to August
1994. Ms. Marshall is a Partner in the law firm of Conyers Dill & Pearman and
has been a Bermuda corporate attorney since 1985. Ms. Marshall's practice is
focused on the Bermuda insurance industry. Ms. Marshall serves as a
non-executive director and/or officer of various Bermuda captives and other
insurance companies.


5



Howard H. Newman has served as a director of the Company since its
formation in June 1993. Mr. Newman has served as a Member and Managing Director
of EMWP LLC (and its predecessor) and a general partner of WP since 1987. Mr.
Newman is a director of ADVO, Inc., Cox Insurance Holdings Plc, EEX Corporation,
Newfield Exploration Company, Eagle Family Foods, Inc. and several privately
held companies.

Scott E. Pardee has served as a director of the Company since February
1997. Mr. Pardee has served as Senior Lecturer at the MIT Sloan School of
Management and Executive Director of the Finance Research Center at the Sloan
School since November 1997. Mr. Pardee served as Chairman of Yamaichi
International (America), Inc., a financial services company, from 1989 to 1995.
Mr. Pardee previously served as Executive Vice President and a member of the
Board of Directors of Discount Corporation of New York, a primary dealer in U.S.
government securities, and Senior Vice President and Manager of the Federal
Reserve Bank of New York.


6



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
MANAGEMENT AND DIRECTORS

The following table sets forth information as of April 1, 1999 with respect
to the beneficial ownership of Common Shares and the applicable voting rights
attached to such share ownership in accordance with the Bye-Laws by (i) each
person known by the Company to own beneficially 5% or more of the outstanding
Common Shares; (ii) each director of the Company; (iii) the Company's Chief
Executive Officer and each of the four remaining most highly compensated
executive officers (collectively, the "Named Executive Officers"); and (iv) all
executive officers and directors of the Company as a group.



Number of Percentage of
Beneficial Owner(1) Common Shares(2) Voting Rights
------------------- ---------------- -------------

Warburg, Pincus Investors, L.P. (3)
466 Lexington Avenue
New York, New York 10017 ...................................... 2,874,966 14.4%

PT Investments, Inc. (4)
3003 Summer Street
Stamford, Connecticut 06904 ................................... 2,448,504(5) 8.3

GE Investment Private Placement Partners I -
Insurance, Limited Partnership (4)
3003 Summer Street
Stamford, Connecticut 06904 ................................... 318,213(6) *

United States Fidelity and Guaranty Company(7)
6225 Smith Avenue
Baltimore, Maryland 21209 ..................................... 2,426,137 12.2

Fidelity Management and Research Company(8)
82 Devonshire Street
Boston, MA 02109 .............................................. 1,075,200 5.4

GSB Investment Management, Inc.(9)
301 Commerce, Suite 2001
Fort Worth, Texas 76102 ....................................... 1,159,988 5.8

J.P. Morgan & Co. Incorporated (10)
60 Wall Street
New York, NY 10260 ............................................ 1,388,400 7.0

Oppenheimer Capital (11)
Oppenheimer Tower, World Financial Center
New York, New York 10281 ...................................... 1,071,175 5.4

James N. Stanard (12) ......................................... 1,303,944 6.6

William I. Riker (13) ......................................... 334,625 *

John M. Lummis (14) ........................................... 17,416 *

David A. Eklund (15) .......................................... 145,026 *

Arthur S. Bahr (16) ........................................... 16,701 *

Thomas A. Cooper (17) ......................................... 6,483 *

Edmund B. Greene (18) ......................................... -- --

Gerald L. Igou (18) ........................................... -- --

Kewsong Lee (3) ............................................... 600 *

Paul J. Liska (19) ............................................ -- --

Lisa J. Marshall .............................................. -- --

Howard H. Newman (3) .......................................... 6,000 *

Scott E. Pardee (20) .......................................... 4,639 *

All executive officers and directors of the
Company (13 persons) .......................................... 1,835,434 9.2


*Less than 1% (footnotes appear on next page)


7



(1) Pursuant to the regulations promulgated by the Securities and Exchange
Commission (the "Commission"), shares are deemed to be "beneficially owned"
by a person if such person directly or indirectly has or shares the power
to vote or dispose of such shares whether or not such person has any
pecuniary interest in such shares or the right to acquire the power to vote
or dispose of such shares within 60 days, including any right to acquire
through the exercise of any option, warrant or right.

(2) Unless otherwise noted, consists solely of Full Voting Common Shares.

(3) The sole general partner of Warburg is WP, a New York general partnership.
EMWP LLC, a New York limited liability company, manages Warburg. The
members of EMWP LLC are substantially the same as the partners of WP.
Lionel I. Pincus is the managing partner of WP and the managing member of
EMWP LLC, and may be deemed to control both WP and EMWP LLC. WP, as the
sole general partner of Warburg, has a 20% interest in the profits of
Warburg. WP and EMWP LLC may be deemed to beneficially own the Full Voting
Common Shares owned by Warburg within the meaning of Rule 16a-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Kewsong
Lee and Howard H. Newman, each a director of the Company, are Managing
Directors and members of EMWP LLC and general partners of WP. As such,
Messrs. Lee and Newman may be deemed to have an indirect pecuniary interest
(within the meaning of Rule 16a-1 under the Exchange Act) in an
indeterminate portion of the Common Shares beneficially owned by Warburg,
EMWP LLC and WP. Each of Messrs. Lee and Newman disclaims "beneficial
ownership" of the Full Voting Common Shares owned by Warburg within the
meaning of Rule 13d-3 under the Exchange Act or otherwise.

(4) Does not include any Common Shares indirectly held by Trustees of General
Electric Pension Trust ("GE Pension Trust") or GE Investment Private
Placement Partners I, Limited Partnership ("GE Investment") by virtue of GE
Pension Trust's limited partnership interest in Warburg or as a result of
GE Pension Trust's or GE Investment's indirect interest in USF&G by virtue
of GE Pension Trust's, GE Investment's and certain of their affiliates'
holdings of 608,000 shares of common stock of St. Paul, the parent company
of USF&G. GE Investment Management is the general partner of GE Investment
and a wholly owned subsidiary of General Electric Company. As a result,
each of GE Investment Management and General Electric Company ("GEC") may
be deemed to be the beneficial owner of the Common Shares owned by GE
Investment. GEC disclaims such beneficial ownership, within the meaning of
the Exchange Act or otherwise.

(5) Consists solely of DVI Shares.

(6) Consists solely of DVII Shares.

(7) USF&G is an indirect wholly owned subsidiary of St. Paul whose business
address is 385 Washington Street, St. Paul, MN 55102-1396.

(8) Pursuant to a Schedule 13F-E filed with the SEC for calendar 1998, Fidelity
Management & Research Company, a wholly owned subsidiary of FMR Corp. and
an investment advisor registered under Section 203 of the Investment
Advisors Act of 1940, may be deemed to be the beneficial owner of 1,075,200
Common Shares as a result of advisory and other relationships with the
persons who own such Common Shares.

(9) Pursuant to a Schedule 13F-E filed with the SEC for calendar 1998, GSB
Investment Management, Inc. ("GSB Investment") an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940, may be
deemed to be the beneficial owner of 1,159,988 Common Shares as a result of
advisory and other relationships with the persons who own such Common
Shares.

(10) According to a Statement on Schedule 13G filed with the Commission on
December 31, 1998 by J. P. Morgan & Co. Incorporated ("J.P. Morgan") an
investment adviser registered under Section 203 of the Investment Advisors
Act of 1940, JP Morgan may be deemed to be the beneficial owner of
1,388,400 Common Shares by reason of advisory and other relationships with
the persons who own such Common Shares. J.P. Morgan reported shared voting
and shared dispositive power with respect to such Common Shares.

(11) According to a Statement on Schedule 13G filed with the Commission on
February 16, 1999 by Oppenheimer Capital, ("Oppenheimer") an investment
adviser registered under Section 203 of the Investment Advisers Act of
1940, Oppenheimer may be deemed to be the beneficial owner of 1,071,175
Common Shares by reason of advisory and other relationships with the
persons who own such Common Shares. Oppenheimer reported shared voting and
shared dispositive power with respect to such Common Shares.


8



(12) Includes 272,935 Common Shares issuable upon the exercise of options under
the Second Amended and Restated 1993 Stock Incentive Plan of RenaissanceRe
Holdings Ltd. (the "Incentive Plan") that are vested and presently
exercisable, and 11,111 Restricted Shares which have not vested.

(13) Includes 73,835 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable, and 88,913
Restricted Shares which have not vested, and 1,556 shares indirectly held.

(14) Includes 7,000 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable, 1,458
Restricted Shares which have not vested and 2,500 Common Shares indirectly
held.

(15) Includes 74,505 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable, and 13,913
restricted shares which are not vested.

(16) Includes 767 Common Shares granted in payment of directors' fees under the
Directors Plan which have not vested, and 4,667 Common Shares issuable upon
the exercise of options under the Directors Plan that are vested and
presently exercisable.

(17) Includes 713 Common Shares granted in payment of directors' fees under the
Directors Plan which have not vested, and 4,667 Common Shares issuable upon
the exercise of options under the Directors Plan that are vested and
presently exercisable.

(18) Until October, 1998, Mr. Greene served as the Deputy Treasurer-Insurance of
General Electric Company and Mr. Igou is a Vice President-Investment
Analyst for GEIC. Messers. Greene and Igou disclaim "beneficial ownership,"
within the meaning of Rule 13d-3 under the Exchange Act, of the Common
Shares owned by PT Investments and GE Insurance.

(19) Mr. Liska disclaims "beneficial ownership," within the meaning of Rule
13d-3 under the Exchange Act, of the Common Shares owned by USF&G.

(20) Includes 652 Common Shares granted in payment of directors' fees under the
Directors Plan which have not vested, and 2,668 Common Shares issuable upon
the exercise of options under the Directors Plan that are vested and
presently exercisable.


9



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Reinsurance transactions with The St. Paul Companies, USF&G and GEI

The Company has in force several reinsurance treaties with St. Paul, USF&G,
subsidiaries of USF&G and affiliates of PT Investments and GE Insurance
(collectively, "GEI") covering property catastrophe risks in several geographic
zones. The terms of these treaties were determined in arms' length negotiations
and the Company believes that such terms are comparable to terms the Company
would expect to negotiate in similar transactions with unrelated parties. For
the year ended December 31, 1998, the Company received $9.9 million in
reinsurance premiums from treaties with affiliates of GEI, and $3.8 million in
reinsurance premiums from treaties with St. Paul, USF&G and certain subsidiaries
of USF&G.

During the year ended December 31, 1997, the Company received 4.2% of its
premium assumed from the reinsurance brokerage firm of Bates Turner Inc., a GE
Capital Services company and an affiliate of GEI ("Bates"). The Company paid
commissions to Bates in the aggregate amount of $0.9 million in 1998. The terms
of such commissions were determined in arms' length negotiations.

Investment Advisory Agreement

The Company has entered into an Investment Advisory Agreement with GE
Investment Management Incorporated ("GE Investment Management"), an affiliate of
GEC. GE Investment Management manages 68.1% of the Company's investment
portfolio, subject to the Company's investment guidelines. The terms of the
related Investment Advisory Agreement was determined in arms' length
negotiations. The performance of, and the fees paid to, GE Investment Management
under the Investment Advisory Agreement are reviewed periodically by the
Investment Committee of the Board. Such fees paid to GE Investment Management
aggregated $0.4 million, for the year ended December 31, 1998.

Employee Credit Facility

In order to encourage employee ownership of Common Shares, the Company has
guaranteed certain loan and pledge agreements (collectively, the "Employee
Credit Facility") between certain employees of the Company (the "Participating
Employees") and Bank of America Illinois ("BofA"). Pursuant to the terms of the
Employee Credit Facility, BofA has agreed to loan the Participating Employees up
to an aggregate of $25 million. Each loan under the Employee Credit Facility is
required to be initially collateralized by the respective Participating Employee
with Common Shares or other collateral acceptable to BofA at a rate of 2.25
times the amount of each such loan. If the value of the collateral provided by a
Participating Employee subsequently decreases below 1.5 times the outstanding
loan amount, such Participating Employee is required to contribute additional
collateral in the amount of such deficiency. Loans under the Employee Credit
Facility are otherwise nonrecourse to the Participating Employees.

Shareholders Agreement

Warburg, PT Investments, GE Insurance and USF&G, (collectively, the
"Investors") are parties to an amended and restated shareholders agreement (the
"Shareholders Agreement") among themselves and the Company, pursuant to which
the Company and the Investors have each agreed to use their respective
reasonable best efforts to nominate and to elect certain designees of the
Investors to the Board, as described below. Accordingly, the Shareholders
Agreement provides the Investors with the ability, if they act in concert, to
elect a majority of the members of the Board and approve or prevent certain
actions requiring shareholder approval, including adopting amendments to the
Bye-Laws and approving a merger or consolidation, liquidation or sale of all or
substantially all of the assets of the Company. Pursuant to the Shareholders
Agreement, the number of directors serving on the Board is fixed at 11;
provided, that a majority of the Board may determine to expand the size of the
Board to 12 directors.

Pursuant to the terms of the Shareholders Agreement, Warburg presently has
the right to designate three members, and each of PT Investments, GE Insurance
and USF&G presently has the right to designate one member, respectively.

At such time as Warburg owns less than 3,706,146 Common Shares, but at
least 1,853,073 Common Shares, the number of directors that Warburg shall be
entitled to nominate shall be reduced to two. At such time as


10



Warburg owns less than 1,853,073 Common Shares, but at least 741,229 Common
Shares, the number of directors that Warburg shall be entitled to nominate shall
be reduced to one. At such time as any one of Warburg, PT Investments or USF&G
shall own less than 741,229 Common Shares, then such party shall no longer be
entitled to nominate any director to the Board.

GE Insurance, so long as it owns any Common Shares, shall be entitled to
nominate one director to the Board. At such time as PT Investments and GE
Insurance shall, in the aggregate, own less than 1,853,073 Common Shares, then
PT Investments shall not have any right to nominate a director and GE Insurance
shall have the right to nominate one director. At such time as GE Insurance
shall own no Common Shares and PT Investments shall own at least 741,229 Common
Shares, GE Insurance shall not have the right to nominate a director and PT
Investments shall have the right to nominate one director to the Board.

Registration Rights

The Investors are parties to an amended and restated registration rights
agreement (the "Registration Rights Agreement") among themselves and the
Company, pursuant to which each Investor has the right to require registration
by the Company on three, in the case of GEI, and two, in the case of each of
Warburg and USF&G, separate occasions at any time of the Full Voting Common
Shares, Diluted Voting Shares or Full Voting Common Shares issued upon
conversion of Diluted Voting Shares (collectively, the "Registrable Securities")
held by any such person, as the case may be; provided, however, that the Company
is required to honor a demand for registration of Diluted Voting Shares only if
it shall be a condition to the delivery of the Diluted Voting Shares
contemplated by such registration that, immediately following the sale thereof
by such holder, such Diluted Voting Shares shall be converted into Full Voting
Common Shares. The Company has the right once in any twelve-month period to not
effect a demand for registration for up to 120 days if, in the good faith
judgment of the Board, it would be seriously detrimental to the Company and its
shareholders to effect such registration. In connection with such registrations,
the Company is required to bear all registration and selling expenses, other
than underwriting fees and commissions. The Company currently does not intend to
list the Diluted Voting Shares on the NYSE. Registration rights under the
Registration Rights Agreement are transferable to an assignee or transferee of
Registrable Securities in accordance with the terms of the Registration Rights
Agreement. Pursuant to the Registration Rights Agreement, the Company has filed
a registration statement on Form S-3 under the Securities Act (File No.
333-61709) registering for sale an aggregate of 318,213, Diluted Voting Common
Shares owned by GE Investment Private Placement Partners I-Insurance, Limited
Partnership.

The Company has filed a Registration Statement on Form S-8 under the
Securities Act (File No. 333-06339) registering for sale an aggregate of
2,312,500 Full Voting Common Shares issued pursuant to the Incentive Plan and
the Director Plan. An amended registration statement on Form S-8 registering for
sale under the Securities Act an additional 100,000 Full Voting Common Shares
available for issuance pursuant to the Directors Plan, as amended, was filed
following the approval of the shareholders at the 1998 Annual General Meeting.

Lease Agreement

In September 1998, the Company entered into a twenty-one year lease (the
"Lease") with respect to a house in Paget Parish, Bermuda, occupied by William
I. Riker. The property which is subject to the Lease is owned by the Bellevue
Trust (the "Trust"). Mr. Riker is a Trustee of the Trust, and holds no direct
economic interest therein, however does hold an indirect economic interest
through a personal loan provided indirectly to the Trust. The Company has
prepaid under the Lease an aggregate amount of $2,063,874 to the Trust,
representing the present value of all of the twenty-one year Lease payments. If
the Lease is terminated for any reason, then the Company will be repaid all
outstanding amounts due under the remaining term of the Lease. The Company
believes that the terms of the Lease, which was determined in arms length
negotiations, represent market value terms customary in the Bermuda residential
property market.

Fees to Conyers Dill & Pearman

Ms. Marshall, a director of the Company, is a partner in the law firm of
Conyers Dill & Pearman, ("CD&P") which provides legal services for the Company.
The amount of fees paid to CD&P in fiscal 1998 did not exceed five percent of
CD&P's gross revenues for the last full fiscal year.


11



BOARD OF DIRECTORS; BOARD COMMITTEES

Board of Directors Meetings; Board Committee Meetings

During 1998, the Board met five times, the Audit Committee met two times,
the Investment Committee met four times, and the Compensation Committee met two
times. The Special Transaction Committee met two times. The Nominating Committee
did not meet. Each of the Company's Directors attended at least 75% of the total
number of meetings of the Board and any Committee on which they served.

Audit Committee

The Audit Committee of the Board presently consists of Messrs. Bahr,
Cooper, Lee, Liska and Pardee and is responsible for meeting with the Company's
independent accountants regarding, among other issues, audits and adequacy of
the Company's accounting and control systems.

Compensation Committee; Compensation Sub-Committee

The Compensation Committee of the Board presently consists of Messrs. Bahr,
Cooper, and Newman, and has the authority to establish compensation policies and
recommend compensation programs to the Board. A sub-committee of the
Compensation Committee (the "Sub-Committee"), which presently consists of
Messrs. Bahr and Cooper, has the authority to grant options ("Options") and
restricted Full Voting Common Shares (the "Restricted Shares") under the
Incentive Plan and to administer the Incentive Plan and the Company's bonus
plan.

Investment Committee

The Investment Committee of the Board presently consists of Messrs. Igou,
Liska, Newman, Pardee and Stanard, and has the authority to establish investment
policies and the responsibility for oversight of investment managers of the
Company's investment portfolio.

Nominating Committee

The Nominating Committee of the Board presently consists of Mr. Stanard,
Mr. Newman, Mr. Igou, Mr. Liska, Mr. Bahr, Mr. Cooper and Mr. Pardee, and has
the authority to consider and approve, on behalf of the full Board, nominees to
the Board, and to fill any vacancies on the Board which may occur from time to
time. The Nominating Committee will consider nominees to the Board recommended
by not less than twenty shareholders holding in the aggregate not less than 10%
of the outstanding paid up share capital of the Company. Any such recommendation
must be sent to the Secretary of the Company not less than 60 days prior to the
scheduled date of the Annual Meeting and must set forth for each nominee: (i)
the name, age, business address and residence address of the nominee; (ii) the
principal occupation or employment of the nominee; (iii) the class or series and
number of shares of capital stock of the Company which are owned beneficially or
of record by the nominee, and (iv) any other information relating to the nominee
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder (the "Proxy Filings"). The written notice
must also include the following information with regard to the shareholder
giving the notice: (i) the name and record address of such shareholder; (ii) the
class or series and number of shares of capital stock of the Company which are
owned beneficially or of record by such shareholder; (iii) a description of all
arrangements or understandings between such shareholder and each proposed
nominee and any other person (including his name and address) pursuant to which
the nomination(s) are to be made by such shareholder; (iv) a representation that
such shareholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice; and (v) any other information relating
to such shareholder that would be required to be disclosed in a Proxy Filing.
Such notice must be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected. The Nominating
Committee may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

Special Transaction Committee

The Special Transaction Committee of the Board presently consists of Mr.
Cooper, Mr. Newman, Mr. Pardee and Mr. Stanard and has the authority of the
Board to consider and approve, on behalf of the full Board, to certain
transactions valued at up to $50 million.


12



Section 16(a) Beneficial Ownership Reporting Compliance

Under the Exchange Act, the Company's directors and executive officers, and
any persons holding more than 10% of the outstanding Common Shares are required
to report their initial ownership of Common Shares and any subsequent changes in
that ownership to the Commission. Specific filing dates for these reports have
been established by the Commission, and the Company is required to disclose in
this Proxy Statement any failure by such persons to file these reports in a
timely manner during the 1998 fiscal year. Based upon the Company's review of
copies of such reports furnished to it, the Company believes that during the
1998 fiscal year its executive officers and directors and the holders of more
than 10% of the outstanding Common Shares complied with all reporting
requirements of Section 16(a) under the Exchange Act, except as described below.
Statements of Changes in Beneficial Ownership on Form 4 ("Form 4's") initially
filed in March 1998 for Messrs. Eklund, Hynes and Riker may be deemed to have
been filed late as a result of inadvertent errors contained in such filings. As
reflected in amendments to such Form 4's filed in December 1998, Mr. Eklund's
beneficial ownership was initially overstated by 450 Options, Mr. Hynes's
beneficial ownership was initially overstated by 500 Options and Mr. Riker's
beneficial ownership was initially understated by 1,068 Options.


13



EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Committee Report on Executive Compensation

Executive Compensation Policy. The Company's compensation policy for all of
its executive officers is formulated and administered by the Compensation
Committee of the Board. The Compensation Committee also administers the
Incentive Plan, under which the Compensation Committee's Sub-Committee
periodically grants Options and Restricted Shares to the executive officers and
other employees of the Company. Exercise prices and vesting terms of Options
granted under the Incentive Plan are in the sole discretion of the
Sub-Committee.

The Company engaged the services of Sibson & Company, independent
consultants on executive compensation, during 1998 to review the executive
compensation program and make recommendations to the Compensation Committee
regarding the design and guiding principles of the program. Recommendations by
Sibson & Company are expected to be presented to the Compensation Committee in
May of 1999.

The primary goals of the Company's compensation policy are to continue to
attract and retain talented executives at the Company's offshore location, to
reward results (i.e., contribution to shareholder value, benchmarked results for
key performance factors and accomplishment of agreed-upon goals) and to
encourage teamwork. The Compensation Committee believes that the total
compensation awarded should be concentrated in equity-based incentives to link
the interests of executives more closely with the interests of the Company's
shareholders. In determining the level of executive compensation, the
Compensation Committee evaluates whether the compensation awarded to an
executive is competitive with compensation awarded to executives holding similar
positions at selected peer companies, combined with an evaluation of the
executive's performance.

The Company has entered into employment agreements with each of the Named
Executive Officers, all of the officers of the Company and certain officers of
the Company's subsidiaries. These employment agreements were entered into in
recognition of the significant contribution of the officers to the success of
the Company and the enhancement of shareholder value, to seek to ensure the
continued retention of these key employees into the future, and to incentivize
these employees and further align their interests with those of the shareholders
by weighting significantly the compensation of such officers with equity-based
incentives. The Compensation Committee reviews and approves the base salary
component and cost of living allowances awarded to such executives under their
respective employment agreements. The Sub-Committee may award discretionary
annual cash bonuses.

In accordance with the goals and evaluations of the Compensation Committee,
the Compensation Committee has approved a Stock Bonus Plan, and Long Term
Incentive Bonus Plan. Under the Stock Bonus Plan eligible employees may elect to
receive a grant of Common Shares of up to 50 percent of their bonus in lieu of
cash, with an associated matching grant of an equal number of Restricted Shares.
The Long Term Incentive Bonus is available to all current executive officers and
entitles those individuals to an incentive bonus based on cumulative returns on
equity over a multi-year period.

The Sub-Committee may also grant Options and/or Restricted Shares to such
executives. Generally, Options are granted at a price equal to the fair market
value of the Full Voting Common Shares on an average fair market value of the
five days prior to the date of the grant. The Compensation Committee believes
that such executives' beneficial ownership positions in the Company, as a result
of their respective personal investments and the Options and Restricted Shares
granted to them cause their interests to be well aligned with those of the
Company and its shareholders.

Chief Executive Officer's Compensation.

The compensation of James N. Stanard, President and Chief Executive Officer
of the Company, is determined and reviewed by the Compensation Committee. In
determining Mr. Stanard's compensation, the Compensation Committee evaluates Mr.
Stanard's contributions toward creation and enhancement of shareholder value,
including the achievement of agreed-upon objectives. The Compensation Committee
considers subjective factors, such as Mr. Stanard's dedication and leadership
abilities, as well as objective factors, such as his impact on the financial and
operating performance of the Company. The Compensation Committee believes that
the continuing development of the Company, the operating results of the Company,
the execution of the Company's capital plan, the success in motivating the
employees of the Company, the articulation of the strategic vision of the
Company and the current market position of the Company were significantly
impacted by Mr. Stanard and members of his management team.


14



In recognition of Mr. Stanard's long term contribution to the Company and
to the enhancement of shareholder value, the Committee resolved that it would be
in the best interests of the Company and its shareholders to retain Mr. Stanard
to ensure that his contribution to the Company and the shareholders would
continue. In June 1998, the Company entered into an Amended Employment Agreement
with Mr. Stanard as described below.

Consistent with the Compensation Committee's general compensation
philosophy for the Company's executives, Mr. Stanard's compensation has been
weighted significantly towards equity-based incentives, and Mr. Stanard's annual
salary and cash bonuses have been targeted at the average of cash and bonus
compensation paid to chief executive officers at selected peer companies. The
Compensation Committee believes that Mr. Stanard's beneficial ownership position
in the Company, as a result of his personal investment and the Options and
Restricted Shares granted to him, cause his interests to be well aligned with
the long term interests of the Company and its shareholders.

The Company is not a United States taxpayer, therefore, Section 162(m) of
the Code (which generally disallows a tax deduction to public companies for
annual compensation over $1 million paid to the chief executive officer or any
of the four other most highly compensated executive officers) does not apply to
the Company's compensation payments.

Arthur S. Bahr, Chairman
Thomas A. Cooper
Howard H. Newman


15


Performance Graph

The following graph compares the cumulative return on the Common Shares
during the fiscal periods ended December 31, 1995, 1996, 1997 and 1998 to such
return for the Standard & Poor's ("S&P") 500 Composite Stock Price Index and
S&P's Property-Casualty Industry Group Stock Price Index, for the period
commencing with the effective date of the Company's initial public offering of
Common Shares on July 26, 1995 (the "Initial Public Offering") and ending on
December 31, 1998, assuming (i) $100 was invested on July 26, 1995 (the
effective date of the Initial Public Offering for which the initial price to the
public was $19.50 per Common Share) and (ii) reinvestment of dividends. Each
measurement point on the graph below represents the cumulative shareholder
return as measured by the last sale price at the end of each calendar year
during the period from July 26, 1995 through December 31, 1998. As depicted in
the graph below, during this period, the cumulative total return (1) for the
Common Shares was 104.6%, (2) for the S&P 500 Composite Stock Price Index was
135.4% and (3) for the S&P Property-Casualty Industry Group Stock Price Index
was 94.9%.

- --------------------------------------------------------------------------------
Comparison of Cumulative Total Return

[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]

RenaissanceRe S&P Property-Casualty Industry
Holdings, Ltd. S&P 500 Group Stock Price Index
-------------- ------- -----------------------
26-Jul-95 100 100 100
31-Dec-95 156 111 125
31-Dec-96 169 135 152
31-Dec-97 226 182 219
31-Dec-98 205 233 195
- --------------------------------------------------------------------------------


16



Executive Compensation

The following Summary Compensation Table sets forth information concerning
the compensation for services paid to the Named Executive Officers during the
years ended December 31, 1998, 1997 and 1996.

Summary Compensation Table



Annual Compensation Long-Term Compensation
------------------------------------ --------------------------------------
Other All
Annual Restricted Incentive Securities Other Comp-
Name and Compensation Stock Bonus Underlying ensation
Principal Position Year Salary Bonus (1) (2) Awards (3) (4) Options (5) (6)
- ------------------ ---- -------- --------- ------------ ------------ --------- ------------ ----------

James N. Stanard 1998 $412,000 $1,949,314 $339,819 $ 533,328 $104,510 66,667 $30,000
President and Chief 1997 407,000 709,875 332,905 4,222,218 NA 249,269 30,000
Executive Officer 1996 370,833 537,950 294,349 NA NA 77,500 30,000

William I. Riker 1998 $260,417 $ 412,249 $147,117 $3,530,880 $ 28,027 46,862 $30,000
Executive Vice 1997 244,083 262,896 181,944 283,100 NA 65,925 30,000
President 1996 226,910 214,440 154,251 NA NA 58,237 30,000

Keith S. Hynes 1998 $261,250 $ 341,819 $142,636 $ 394,656 $ 8,853 47,347 $30,000
Executive Vice 1997 246,083 257,875 170,478 283,100 NA 69,145 30,000
President (7) 1996 229,167 207,150 183,071 NA NA 51,500 30,000

John M. Lummis 1998 $190,000 $ 140,000 $142,985 $ 69,984 NA 28,000 $30,000
Senior Vice President 1997 59,923 NA 137,453 NA NA 28,000 NA
and Chief Financial 1996 NA NA NA NA NA NA NA
Officer (8)

David A. Eklund 1998 $233,333 $ 351,819 $162,249 $ 399,648 $ 28,027 44,955 $30,000
Executive Vice 1997 205,833 255,861 139,166 283,100 NA 62,598 30,000
President of Renaissance 1996 179,793 207,150 153,285 NA NA 57,660 30,000
Reinsurance


- ----------
(1) The 1998 amounts for Messrs. Riker, Hynes, Lummis and Eklund also include
grants of 2,604, 2,500, 1,458 and 2,604, respectively, of Common Shares
that were issued in lieu of a cash bonus under the Incentive Plan. The 1997
amounts for Messrs. Riker, Hynes and Eklund each include respective grants
of 3,158 Common Shares that were issued in lieu of a cash bonus under the
Incentive Plan. The 1998 amounts also include $1,349,314, $162,249,
$101,819 and $101,819 in respect of an Additional Bonus and related taxes
for Messrs. Stanard, Riker, Hynes, and Eklund, respectively, as described
in the terms of Mr. Stanard's employment agreement. See "CEO Employment
Agreement".

(2) The 1998 amounts include housing expense reimbursements in the amount of
$206,505, $120,000, $108,000, $108,000, and $138,000 for Messrs. Stanard,
Riker, Hynes, Lummis and Eklund, respectively. The 1997 amounts include
housing expense reimbursements in the amount of $173,040, $108,000,
$108,000, $36,000, and $108,000 for Messrs. Stanard, Riker, Hynes, Lummis
and Eklund respectively. The 1997 amount also includes $90,203 in moving
expense reimbursement for Mr. Lummis. The 1996 amounts include housing
expense reimbursements in the amount of $190,652, $108,000, $108,000 and
$105,000 for Messrs. Stanard, Riker, Hynes and Eklund, respectively.

(3) In 1998, Mr. Stanard entered into an amended Employment Agreement wherein
the 111,111 Restricted Shares granted in 1997 received accelerated vesting,
and are currently fully vested. Also, during 1998, Mr. Stanard was granted
an additional 11,111 Restricted Shares, which vest ratably over four years.
The amounts granted in 1998 for Messrs. Riker, Hynes, Lummis and Eklund,
represent grants of 2,604, 2,500, 1,458 and 2,604 shares of Restricted
Stock, respectively, related to the Company's Stock for Bonus plan whereby
certain officers and employees are allowed to receive up to 50% of their
bonus in stock which is matched with restricted stock which vests over four
years. Also, during 1998, Messrs. Riker, Hynes and Eklund each received a
grant of 5,722 Restricted Shares by the Company. In 1998, Mr. Riker was
granted 75,000 restricted shares in connection with the employment contract
that he entered into in February 1998. The shares vest ratably over five
years. As described above, in 1997, Mr. Stanard received 111,111 restricted
shares in connection with the employment contract that he entered into in
June 1997. The amounts granted in 1997 for Messrs. Riker, Hynes and Eklund
each represent a grant of 4,292 shares of Restricted Stock and 3,158 shares
related to the Company's Stock for Bonus plan. Based on the price of the
Full Voting Common Shares on December 31, 1998, the aggregate value of
unvested Restricted Shares held by Messrs. Stanard, Riker, Hynes, Lummis
and Eklund on such date was $406,996, $3,256,883, $505,824, $53,406 and
$509,633, respectively.


17



(4) Represents the amounts payable to Messers. Stanard, Riker, Lummis and
Eklund as part of the Long Term Incentive Bonus Plan, as described below.

(5) Represents the aggregate number of Full Voting Common Shares subject to
Options granted to the Named Executive Officers during each of 1996, 1997,
and 1998, as applicable.

(6) Represents the amounts contributed to the account of each Named Executive
Officer under the Company's profit sharing retirement plan.

(7) The Company and Mr. Hynes have announced that Mr. Hynes will be leaving the
Company effective March 31, 1999.

(8) Mr. Lummis commenced employment with the Company as Senior Vice President
and Chief Financial Officer on September 8, 1997.

Stock Option Grants Table

The folllowing table sets forth information concerning individual grants of
Options to purchase Full Voting Common Shares made to the Named Executive
Officers during 1998.



Potential Realizable
Value at Assumed
Number of % of Annual Rates of Stock
Securities Total Price Appreciation
Underlying Options for Option Term
Options Granted to Exercise or Expiration ---------------------------
Name Granted Employees Base Price Date 5% 10%
------------ ----------- ---------- ----------- ---------- ---------- ----------

James N. Stanard 66,667(1) 13.77% $48.00 5/06/08 $2,012,472 $5,100,001

William I. Riker 7,299(3) 1.51% $45.08 6/30/05 $ 140,496 $ 329,988
3,006(3) 0.62% 46.12 6/30/05 55,346 128,580
2,224(3) 0.46% 47.63 3/26/05 43,123 100,496
8,000(2) 1.65% 48.00 5/06/08 241,495 611,997
26,333(1) 5.44% 48.00 5/06/08 794,912 2,014,464

Keith S. Hynes 3,355(3) 0.69% $36.90 6/30/05 $ 46,393 $ 106,734
7,435(3) 1.54% 34.97 6/30/05 96,958 222,899
2,224(3) 0.46% 47.63 3/26/05 43,123 100,496
8,000(2) 1.65% 48.00 5/06/08 241,495 611,997
26,333(1) 5.44% 48.00 5/06/08 794,912 2,014,464

John M. Lummis 8,000(2) 1.65% $48.00 5/06/08 $ 241,495 $ 611,997
20,000(1) 4.13% 48.00 5/06/08 603,738 1,529,992

David A. Eklund 5,819(3) 1.20% $44.81 8/06/06 $ 123,570 $ 295,569
2,579(3) 0.53% 44.96 6/30/05 72,921 184,797
2,224(3) 0.46% 47.63 3/26/05 43,123 100,496
8,000(2) 1.65% 48.00 5/06/08 241,495 611,997
26,333(1) 5.44% 48.00 5/06/08 794,912 2,014,464


- ----------
(1) These options were granted under the Company's Incentive Plan and vest at a
rate of 25 percent on each of May 6, 1999, May 6, 2000, May 6, 2001 and May
6, 2002.

(2) These Options granted under the Incentive Plan qualify as incentive stock
options ("ISO's") within the meaning of Section 422 of the Code, and vest
at the rate of 25% on each of May 6, 1999, May 6, 2000, May 6, 2001 and May
6, 2002.

(3) Consists solely of "Reload Options" granted under the Incentive Plan.
Pursuant to the terms of the Incentive Plan, Reload Options are fully
exercisable on the date of grant.


18



Aggregate Stock Option Exercise Table

The following table sets forth information regarding the exercise of
Options by Named Executive Officers during 1998. The table also shows the number
and value of unexercised Options held by the Named Executive Officers as of
December 31, 1998. The values of unexercised Options are based on a fair market
value of $36.63 per share on December 31, 1998.



Number of Securities Value of Unexercised
Number of Underlying Unexercised In the Money Options
Shares Acquired Value Options Exercisable/ Exercisable/
Name On Exercise Realized (1) Unexercisable Unexercisable (2)
- ----- -------------- ------------ -------------------- ------------------------

James N. Stanard N/A N/A 272,935/221,885 $1,243,020/$1,987,730
William I. Riker 35,563 $1,138,388 73,835/119,258 444,683/481,119
Keith S. Hynes 30,250 712,732 65,009/119,258 404,082/481,119
John M. Lummis N/A N/A 7,000/49,000 -- /--
David A. Eklund 17,100 412,599 74,505/118,383 47,896/462,674


- ----------
(1) The values realized are based on the fair market value of the Full Voting
Common Shares on the date of exercise less the Option exercise price.

(2) The values are based on the fair market value of the Full Voting Common
Shares on December 31, 1998, less the applicable Option exercise price.

Long Term Incentive Bonus Plan

The Company maintains a Long Term Incentive Bonus Plan for the executive
officers of the Company. In general, Long Term Incentive Bonuses will be paid
only if the Company meets cumulative Return on Equity ("ROE") targets for each
immediately preceding fiscal year established under the Company's business plan
adopted by the Company's Board. ROE will be computed on a cumulative basis
(i.e., percentage excesses or shortfalls against annual targets will be applied
toward subsequent fiscal years). A Long Term Incentive Bonus which is not
payable for a given fiscal year as a result of the Company's failure to meet the
cumulative ROE target for that year shall be payable in a subsequent year if the
Company meets the cumulative ROE target for that subsequent year. If the ROE
targets are met, the payments to be made to the named executive officers are
expected to be as follows:

Annual
Estimated
Name Target 1999 2000 2001 2002
- ---- --------- -------- -------- -------- -------
James N. Stanard $470,000 $470,000 $470,000 $470,000 $52,799
William I. Riker $ 67,594 $ 67,594 $ 67,594 $ 67,594 $39,567
John M. Lummis $ 6,930 $ 6,930 $ 6,930 $ 6,930 $ 6,930
David A. Eklund $ 67,594 $ 67,594 $ 67,594 $ 67,594 $39,567

Director Compensation

The RenaissanceRe Holdings Ltd. Amended and Restated Non-Employee Director
Stock Plan, as amended (the "Directors Plan"), provides equity compensation for
those directors of the Company (the "Non-Employee Directors") who are not
employees of the Company, the Investors or any of their respective affiliates.
The Directors Plan provides for (i) annual grants of Full Voting Common Shares
with an aggregate fair market value of $15,000; (ii) grants of options to
purchase 6,000 Full Voting Common Shares upon appointment to the Board (or such
later date as the Board may establish) and options to purchase 2,000 Full Voting
Common Shares upon each re-election to the Board, in each case at an exercise
price equal to the fair market value of the Full Voting Common Shares on the
date of grant or as otherwise determined by the Board; (iii) grants of Full
Voting Common Shares from time to time in such number as the Board may
determine; and (iv) grants of options to purchase Full Voting Common Shares from
time to time, at such price and in such number as the Board may determine.
Non-Employee Directors also receive an annual retainer of $10,000 under such
Plan. Non-Employee Directors also receive a fee of $1,000 for each Board meeting
attended and a fee of $500 for each Board committee meeting


19



attended. Additionally, the Company provides to all directors reimbursement of
all expenses incurred in connection with service on the Board.

CEO Employment Agreement

On June 3, 1998, Renaissance entered into a Third Amended and Restated
Employment Agreement with James N. Stanard (the "CEO Employment Agreement"). The
CEO Employment Agreement provides that Mr. Stanard will serve as Chief Executive
Officer of the Company until July 1, 2001, unless terminated earlier as provided
therein.

The CEO Employment Agreement currently provides for a base salary of
$412,000 per year. Mr. Stanard is entitled to certain expense reimbursements
including reasonable housing and relocation expenses in connection with his
moving to and residing in Bermuda, reasonable business-related expenses incurred
by him in connection with the performance of his duties, an automobile,
first-class air travel for himself and his family between Bermuda and the United
States, professional tax and financial planning services and tax reimbursement
for any additional income tax liability of Mr. Stanard attributable to certain
of the foregoing. Mr. Stanard may receive an annual bonus consistent with the
treatment of other executive officers of the Company at the discretion of the
Compensation Committee. Mr. Stanard is entitled to an additional annual bonus of
$815,000 (the "Additional Bonus"), plus an additional payment (the "Gross-up
Payment") in an amount which, after reduction of all applicable income taxes
incurred by Mr. Stanard in connection with the Gross-up Payment, is equal to the
amount of income tax payable by Mr. Stanard in respect of the related Additional
Bonus. This Additional Bonus is payable on each of June 30, 1998, 1999, 2000 and
2001.

Mr. Stanard is eligible under the terms of the CEO Employment Agreement to
earn a Long Term Incentive Bonus ("Incentive Bonus") payable over four years as
follows: $475,000, potentially payable in each of June 1999, June 2000, June
2001, and a payment of $375,000 which payment may be made in June 2002. In
general, Incentive Bonuses will be paid only if the Company meets cumulative
Return on Equity ("ROE") targets for each immediately preceding fiscal year
established under the Company's business plan adopted by the Company's Board.
ROE will be computed on a cumulative basis (i.e., percentage excesses or
shortfalls against annual targets will be applied toward subsequent fiscal
years). An Incentive Bonus which is not payable for a given fiscal year as a
result of the Company's failure to meet the cumulative ROE target for that year
shall be payable in a subsequent year if the Company meets the cumulative ROE
target for that subsequent year.

The CEO Employment Agreement accelerated the vesting schedule of the
111,111 Restricted Shares granted to Mr. Stanard in July of 1997. On June 3,
1998, 83,333 shares vested and on June 23, 1998, the remaining 27,778 vested. In
the event Mr. Stanard's employment is terminated under circumstances where a
portion of the 83,333 shares of Restricted Stock as to which vesting was
accelerated to June 3, 1998, would have been forfeited to the Company, Mr.
Stanard will be required to transfer and deliver to the Company that number of
Common Shares (other than shares comprising of Restricted Stock) equal to the
number of shares of Restricted Stock which would have been so forfeited. This
obligation is unsecured and Mr. Stanard is not required to escrow, set aside,
legend or otherwise designate any specific securities for purposes of satisfying
such obligation. Mr. Stanard was also granted an option to purchase 66,667
shares of unrestricted common stock of Holdings. The options vest at a rate of
25% a year with the first vesting date being June 23, 1998. The vesting of such
awards and any future awards will be accelerated in the event of a termination
of Mr. Stanard's employment by the Company without Cause (as defined below), or
by Mr. Stanard with Good Reason (as defined below), or by reason of Mr.
Stanard's death or disability unless, with respect only to future awards, Mr.
Stanard is otherwise notified by the Company at time of grant. The options shall
be exercisable at a price of $38.00 per share.

The CEO Employment Agreement contains customary provisions relating to
exclusivity of services, non-competition and confidentiality. These provisions
require that Mr. Stanard devote substantially all of his working time to the
business of the Company and Renaissance, and not engage in business activities
that are competitive with the business of the Company and Renaissance. As
described below, the non-competition obligation may extend for up to one year
after termination of Mr. Stanard's employment. In addition, Mr. Stanard is
required to maintain in confidence, and not use for his own benefit, any
business secrets or other confidential information concerning the business or
policies of the Company and Renaissance.

Under the CEO Employment Agreement, "Cause" generally means Mr. Stanard's
(i) willful and continued failure to substantially perform his duties, (ii)
engaging in willful misconduct which is demonstrably and


20



materially injurious to the Company or Renaissance, (iii) commission of an act
of fraud or embezzlement against the Company or Renaissance, (iv) conviction of
a felony or (v) material breach of his confidentiality or noncompetition
obligations. "Good Reason" generally means (i) an assignment to Mr. Stanard of
duties materially inconsistent with his current authority, duties or
responsibilities, or other material diminution or adverse change in his current
authority, duties or responsibilities without his consent, (ii) a material
breach of the CEO Employment Agreement by Reinsurance, (iii) a failure by
Renaissance to have any successor be bound by the terms of the CEO Employment
Agreement or (iv) a decision by the Board to effect a winding down and
dissolution of Renaissance.

The CEO Employment Agreement provides that, in general, upon a termination
of Mr. Stanard's employment for any reason other than death, disability or,
prior to a Change in Control (as defined in the CEO Employment Agreement), a
termination by Renaissance without Cause or by Mr. Stanard for Good Reason, Mr.
Stanard may not engage in business practices competitive with the business of
the Company for a period of one year from termination. In exchange for this
non-competition obligation, Renaissance is required to pay Mr. Stanard an amount
equal to his then current base salary and the highest regular discretionary
bonus paid or payable to Mr. Stanard over the preceding three fiscal years, in
twelve equal monthly installments. Upon certain terminations of employment, the
Company may, within 14 days of such termination, elect not to enforce the
non-competition obligation, in which case it is not obligated to pay the amounts
described in the preceding sentence.

In the event that a Change in Control occurs and, on or within one year
following the date thereof, Mr. Stanard's employment is terminated without Cause
or voluntarily by him for Good Reason, the Company will be required to pay him
within fifteen days following the date of such termination, in lieu of the
payments described in the immediately preceding paragraph, a lump sum cash
amount equal to two times the sum of (i) the highest rate of annual salary in
effect during the term of the CEO Employment Agreement plus (ii) the highest
regular annual bonus paid or payable to Mr. Stanard over the preceding three
fiscal years (excluding the Additional Bonus, the Incentive Bonus and any
extraordinary or non-recurring bonus).

The CEO Employment Agreement also provides that, in the event of a
termination of Mr. Stanard's employment without Cause, by Mr. Stanard with Good
Reason, or by reason of Mr. Stanard's death or disability, Mr. Stanard shall be
paid an Incentive Bonus equal to the aggregate amount of Incentive Bonuses
payable through June 2002, reduced by the aggregate amount of all previous
Incentive Bonuses paid to Mr. Stanard (the "Remaining Incentive Balance"). The
amount shall be paid irrespective of whether applicable ROE targets have been
met.

Employment Agreements with other Named Executive Officers

On July 1, 1997, the Company entered into employment agreements with each
of Messrs. Riker, Hynes and Eklund and entered into an employment agreement with
Mr. Lummis on September 8, 1997. Mr. Riker's agreement was subsequently amended
on February 4, 1998. These agreements (i) shall be extended for successive
one-year periods, unless either party gives 30 days notice, (ii) provide for a
base salary at a rate to be determined by the Board in its discretion, upon the
recommendation of the Chief Executive Officer, (iii) provide for bonuses payable
at the discretion of the Company, plus an Additional Bonus similar in terms to
that available to Mr. Stanard (iv) provide for expense reimbursement
arrangements for relocation, housing and automobile expenses and (v) contain
provisions relating to incentive structures, exclusivity of services,
non-competition and confidentiality similar to those contained in the CEO
Employment Agreement. Upon termination of an executive's employment by the
Company without "Cause" the Company will be required to continue to pay the
executive his then current base salary, and an amount equal to the highest
regular annual bonus paid or payable to the executive over the preceding three
fiscal years, in equal monthly installments commencing upon his termination of
employment. For purposes of these agreements, "Cause" means an executive's (i)
failure to substantially perform his duties, (ii) engaging in misconduct which
is injurious to the Company or any of its divisions, subsidiaries or affiliates,
(iii) commission of an act of fraud or embezzlement against the Company or any
of its divisions, subsidiaries or affiliates, (iv) the conviction of a felony or
(v) a material breach of the executive's exclusivity, confidentiality or
noncompetition obligations. In the event that a Change in Control (as defined in
the agreements) occurs and, on or within one year following the date of such
Change in Control, the applicable executive's employment is terminated without
Cause, or the Company elects not to extend the term of the employment agreement,
or the applicable executive terminates his employment for "Good Reason" the
Company will be required to pay such executive within fifteen days following the
date of such termination, a lump sum cash amount equal to two times the sum of
(i) the highest rate of annual salary in effect during the executive's
employment agreement plus (ii) the


21



highest regular annual bonus paid or payable to the applicable executive over
the preceding three fiscal years. "Good Reason" means (i) any action taken or
failed to be taken by the Company which changes the executives position,
authority, duties, or Control, or reduces the ability of the applicable
executive to carry out such responsibilities, (ii) any failure by the Company to
comply with the applicable salary, bonus and benefits provisions contained in
such executive's employment agreement, (iii) any requirement by the Company that
the applicable executive be employed at any location other than his current
Bermuda location, and (iv) any failure by the Company to obtain the assumption
of an agreement to perform this agreement by a successor or assignee.

On February 4, 1998, Mr. Riker entered into an amended employment agreement
in connection with his appointment as President and Chief Operating Officer of
Renaissance to replace the employment agreement between him and Renaissance
entered into in July 1997. The amended agreement expires on June 30, 2003
(unless sooner terminated as provided therein) and is substantially similar to
Mr. Riker's previous agreement, except that the new agreement provided for the
grant of 75,000 Restricted Shares that will vest at the rate of 20% per year on
a cumulative basis, commencing on June 30, 1999.

Severance Agreement

The Company and Mr. Hynes have announced that Mr. Hynes will resign as
Executive Vice President of the Company effective March 31, 1999. Pursuant to
his separation agreement with the Company, Mr. Hynes will receive monthly
severance payments for a six month period beginning March 31, 1999 in the amount
of $45,000 per month. The Company also agreed to reimburse Mr. Hynes for the
cost of terminating his residential lease in Bermuda and for certain other
costs. Additionally, the vesting of 8,222 Restricted Shares granted to Mr. Hynes
on May 6, 1998 will be accelerated, and Mr. Hynes will receive those shares. Mr.
Hynes will have 30 days from March 31, 1999 to exercise any vested Options, any
Options which are not exercised by such date will be forfeited.

Stock Bonus Plan

The Company's Board of Directors maintains an employee stock bonus plan
(the "Stock Bonus Plan") pursuant to which the Board may issue Common Shares
under the Incentive Plan. Under the Stock Bonus Plan, eligible employees may
elect to receive a grant of Common Shares of up to 50% of their bonus in lieu of
cash, with an associated matching grant of an equal number of Restricted Shares.
The Restricted Shares vest ratably over three years. During the restricted
period, the employee receives dividends on and votes the Restricted Shares, but
the Restricted Shares may not be sold, transferred or assigned. In 1998, the
Company issued 17,911 Common Shares and 17,911 matching Restricted Shares under
the Stock Bonus Plan having an aggregate value of approximately $1.7 million.


22



PROPOSAL 1-- THE COMPANY BOARD PROPOSAL

Four directors are to be elected at the Annual Meeting. The Company's
Bye-Laws provide for a classified Board, consisting of eleven members (which the
Board may determine to expand to twelve members) divided into three classes of
approximately equal size. At the Annual Meeting, the shareholders will elect
four of the eleven directors as Class I Directors, who shall serve until the
Company's 2002 Annual Meeting.

Of the continuing directors, (i) three of the eleven directors are Class II
Directors, who shall serve until the Company's 2000 Annual Meeting; and (ii)
four of the eleven directors are Class III Directors, who shall serve until the
Company's 2001 Annual Meeting. A shareholder executing the enclosed proxy card
may vote for any or all of the Nominees or may withhold such shareholder's vote
from any or all Nominees. If any Nominee shall, prior to the Annual Meeting,
become unavailable for election as a director, the persons named in the
accompanying form of proxy will vote for such other Nominee, if any, in their
discretion as may be recommended by the Board.

NOMINEES

Class I Directors (whose terms will expire (if elected) in 2002):

Name Age Position
---- --- --------
Edmund B. Greene 60 Director
Lisa J. Marshall 39 Director
Scott E. Pardee 62 Director
William I. Riker 39 Director, Executive Vice President
Operating Officer of Renaissance


CONTINUING DIRECTORS

Class II Directors (whose terms expire in 2000):

Name Age Position
---- --- --------
Thomas A. Cooper 62 Director
Kewsong Lee 33 Director
James N. Stanard 50 President and Chief Executive
Officer, Chairman of the Board
of Directors

Class III Directors (whose terms expire in 2001):

Name Age Position
---- --- --------
Arthur S. Bahr 67 Director
Gerald L. Igou 64 Director
Paul J. Liska 39 Director
Howard H. Newman 51 Director

Recommendation and Vote

Approval of the Company Board Proposal requires the affirmative vote of a
majority of the voting rights attached to the Common Shares present, in person
or by proxy, at the Annual Meeting.

The Board of Directors unanimously recommends a vote FOR the election of
the Company Board Proposal.

PROPOSAL 2 -- THE COMPANY AUDITORS PROPOSAL

Upon recommendation of the Audit Committee, the Board proposes that the
shareholders appoint the firm of Ernst & Young LLP to serve as the independent
auditors of the Company for the 1999 fiscal year until the 2000 Annual Meeting.
Ernst & Young LLP served as the Company's independent auditors for the 1998
fiscal year. A representative of Ernst & Young LLP will attend the Annual
Meeting, and will be available to respond to questions and may make a statement
if he or she so desires. Shareholders at the Annual Meeting will also be asked
to vote to refer the determination of the auditors' remuneration to the Board.


23



Recommendation and Vote

Approval of the Company Auditors Proposal requires the affirmative vote of
a majority of the voting rights attached to the Common Shares present, in person
or by proxy, at the Annual Meeting.

The Board of Directors unanimously recommends a vote FOR the approval of
the Company Auditors Proposal.

PROPOSAL 3 -- THE RENAISSANCE BOARD PROPOSAL

In accordance with the Company's Bye-Laws, shareholders of the Company are
entitled to vote on proposals to be considered by the Company, as the holder of
all outstanding capital shares of Renaissance, at all general meetings of
shareholders of Renaissance.

Four directors of Renaissance are to be elected at the Annual Meeting. The
Bye-Laws of Renaissance provide for a classified Board, consisting of eleven
members (which the Renaissance Board may determine to expand to twelve members)
divided into three classes of approximately equal size. At the Annual Meeting,
the shareholders will elect four of the eleven directors of Renaissance as Class
I Directors, who shall serve until the Renaissance 2002 Annual Meeting. Of the
continuing directors, (i) three of the eleven directors of Renaissance are Class
II Directors, who shall serve until the Renaissance 2000 Annual Meeting; and
(ii) four of the eleven directors of Renaissance are Class III Directors, who
shall serve until the Renaissance 2001 Annual Meeting.

A shareholder executing the enclosed proxy card may vote for any or all of
the Nominees or may withhold such shareholder's vote from any or all Nominees.
If any Nominee shall, prior to the Annual Meeting, become unavailable for
election as a director, the persons named in the accompanying form of proxy will
vote for such other Nominee, if any, in their discretion as may be recommended
by the Board.

NOMINEES

Class I Directors (whose terms will expire (if elected) in 2002):

Name Age Position
---- --- --------
Edmund B. Greene 60 Director
Lisa J. Marshall 39 Director
Scott E. Pardee 62 Director
William I. Riker 39 Director, Executive Vice President
Officer of Renaissance

CONTINUING DIRECTORS

Class II Directors (whose terms expire in 2000):

Name Age Position
---- --- --------
Thomas A. Cooper 62 Director
Kewsong Lee 33 Director
James N. Stanard 50 Director, President and Chief
Executive Officer

Class III Directors (whose terms expire in 2001):

Name Age Position
---- --- --------
Arthur S. Bahr 67 Director
Gerald L. Igou 64 Director
Paul J. Liska 39 Director
Howard H. Newman 51 Director

Recommendation and Vote

Approval of the Renaissance Board Proposal requires the affirmative vote of
a majority of the voting rights attached to the Common Shares present, in person
or by proxy, at the Annual Meeting.

The Board of Directors unanimously recommends a vote FOR the election of
the Renaissance Board Proposal.


24



PROPOSAL 4 -- THE RENAISSANCE AUDITORS PROPOSAL

Upon recommendation of the Audit Committee, the Board proposes that the
shareholders appoint the firm of Ernst & Young LLP to serve as the independent
auditors of Renaissance for the 1999 fiscal year until the 2000 Annual Meeting.
Ernst & Young LLP served as Renaissance's independent auditors for the 1998
fiscal year. A representative of Ernst & Young LLP will attend the Annual
Meeting, and will be available to respond to questions and may make a statement
if he or she so desires. Shareholders at the Annual Meeting will also be asked
to vote to refer the determination of the auditors' remuneration to the Board.

Recommendation and Vote

Approval of the Renaissance Auditors Proposal requires the affirmative vote
of a majority of the voting rights attached to the Common Shares present, in
person or by proxy, at the Annual Meeting.

The Board of Directors unanimously recommends a vote FOR the approval of
the Renaissance Auditors Proposal.

PROPOSAL 5 -- THE RENAISSANCE SHARE CAPITAL PROPOSAL

Currently, the Memorandum of Association of Renaissance (the "Renaissance
Memorandum") provides for minimum paid up share capital of $1,000,000.
Applicable Bermuda regulations require insurers to have share capital of $1.25
million in order to write long term business. While the Company has no present
intention to commence writing long term business, the Company believes it is
advisable to be in compliance with Bermuda regulations to be well positioned to
take advantage of any opportunity which may arise in the future. The Company's
Board has unanimously determined that it is advisable and in the best interests
of the Company's shareholders to comply with this policy. At present, the actual
paid up share capital of Renaissance is $241,201,000 and therefore the amendment
will have no effect on the issued share capital of Renaissance.

In accordance with the Company's Bye-laws, approval by the Company's
shareholders is required to amend the Renaissance Memorandum. Accordingly, if
the Renaissance Share Capital Proposal is adopted, the Company, as the sole
shareholder of Renaissance, would adopt an amendment to the Renaissance
Memorandum deleting the word "US$1,000,000" where it appears in paragraph 5 of
the Renaissance Memorandum and substituting therefor the word "US$1,250,000".

Recommendation and Vote

Approval of the Renaissance Share Capital Proposal requires the affirmative
vote of a majority of the voting rights attached to the Common Shares present,
in person or by proxy, at the Annual Meeting.

The Board of Directors unanimously recommends a vote FOR the Renaissance
Share Capital Proposal.


25



ADDITIONAL INFORMATION

Other Action at the Annual Meeting

A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1998, including financial statements for the year ended December
31, 1998 and the auditors' report thereon, has been sent to all shareholders.
The financial statements and auditor's report will be formally laid before the
Annual Meeting, but no shareholder action is required thereon.

As of the date of this Proxy Statement, the Company has no knowledge of any
business, other than that described herein, which will be presented for
consideration at the Annual Meeting. In the event any other business is properly
presented at the Annual Meeting, it is intended that the persons named in the
accompanying proxy will have authority to vote such proxy in accordance with
their judgment on such business.

Shareholder Proposals for 2000 Annual General Meeting of Shareholders

Any Shareholder who wishes to present any proposal for shareholder action
at the next annual general meeting of shareholders to be held in 2000, must be
received by the Company's Secretary, at the Company's offices, not later than
December 2, 1999 in order to be included in the Company' s proxy statement and
form of proxy for that meeting. Such proposals should be addressed to the
Secretary. Proposals should be directed to the attention of the Secretary,
RenaissanceRe Holdings Ltd., P.O. Box HM 2527, Hamilton, HMGX, Bermuda.

If a shareholder proposal is introduced in the 2000 annual general meeting
of shareholders without any discussion of the proposal in the Company' s proxy
statement, and the shareholder does not notify the Company on or before February
15, 2000 as required by SEC Rule 149 4a- 4 (c) 91), of the intent to raise such
proposal at the annual general meeting of shareholders, then proxies received by
the Company for the 2000 Annual General Meeting will be voted by the persons
named as such proxies in their discretion with respect to such proposal. Notice
of such proposal is to be sent to the above address.

In accordance with the Company's Bye-Laws, shareholders of the Company are
entitled to vote on proposals to be considered by the Company, as the holder of
all outstanding capital shares of Renaissance, at all general meetings of
shareholders of Renaissance.


26



RENAISSANCERE HOLDINGS LTD.

THIS PROXY IS SOLICITED ON BEHALF OF RENAISSANCERE HOLDINGS LTD. IN CONNECTION
WITH ITS ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 1999.

The undersigned shareholder of RenaissanceRe Holdings Ltd. (the "Company")
hereby appoints John M. Lummis, Martin J. Merritt and Sheila A. Gringley, and
each of them, as proxies, each with the power to appoint his or her substitute,
and authorizes them to represent and vote as designated in this Proxy, all of
the Common Shares, diluted voting class I Common Shares and diluted voting class
II Common Shares, $1.00 par value each per share (collectively, the "Common
Shares"), of the Company held of record by the undersigned shareholder on
February 22, 1999 at the Annual General Meeting of Shareholders of the Company
to be held on May 13, 1999, and at any adjournment or postponement thereof, with
all powers which the undersigned would possess if personally present, with
respect to the matters listed on this Proxy. In their discretion, the proxies
are authorized to vote such Common Shares upon such other business as may
properly come before the Annual General Meeting.

THE SUBMISSION OF THIS PROXY IF PROPERLY EXECUTED REVOKES ALL PRIOR PROXIES.

IF THIS PROXY IS EXECUTED AND RETURNED BUT NO INDICATION IS MADE AS TO WHAT
ACTION IS TO BE TAKEN, IT WILL BE DEEMED TO CONSTITUTE A VOTE IN FAVOR OF EACH
OF THE PROPOSALS SET FORTH ON THIS PROXY.

(continued on reverse side)

^ FOLD AND DETACH HERE ^



Please mark
your votes as [X]
indicated in
this example

The Board of Directors of RenaissanceRe Holdings Ltd. unanimously recommends
that Shareholders vote "FOR" the nominees and each of the proposals listed
below.

1. To elect four Class I directors of the Company to serve until the Company's
2002 Annual General Meeting of Shareholders.

FOR WITHHOLD Class I Directors:
[ ] [ ] ------------------
Edmund B. Greene
Lisa J. Marshall
Scott E. Pardee
William I. Riker

- ------------------------------------------------------------
If you do not wish your shares voted "FOR" a particular
Nominee, write that nominee's name in the space provided
above. Your shares will be voted for the remaining
Nominee(s).

FOR AGAINST ABSTAIN

2. To appoint the firm of Ernst & Young LLP, [ ] [ ] [ ]
independent auditors, to serve as the Company's
independent auditors for the 1999 fiscal year
until the Company's 2000 Annual General Meeting of
Shareholders and to refer the determination of the
auditor's remuneration to the Board.

3. In accordance with the Company's Bye-laws, to vote [ ] [ ] [ ]
on a proposal to be considered by the Company, as
the holder of all outstanding shares of
Renaissance Reinsurance Ltd. to elect four Class I
directors of Renaissance to serve until the
Company's 2002 Annual General Meeting of
Shareholders.

4. In accordance with the Company's Bye-laws, to vote [ ] [ ] [ ]
on a proposal to be considered by the Company, as
the holder of all outstanding shares of
Renaissance, to appoint the firm Ernst & Young
LLP, independent auditors, to serve as
Renaissance's independent auditors for the 1999
fiscal year until the Company's 2000 Annual
General Meeting of Shareholders and to refer the
determination of the auditors' remuneration to the
Board.

5. In accordance with the Company's Bye-laws, to vote [ ] [ ] [ ]
on a proposal to be considered by the Company, as
the holder of all outstanding shares of
Renaissance, to amend the Memorandum of
Association of Renaissance to increase the minimum
issued and fully paid share capital of Renaissance
from $1 million to $1.25 million.

PLEASE VOTE, DATE AND SIGN THIS PROXY BELOW AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

Shareholder sign here______________ Co-owner sign here__________ Date___________

Please sign your name or names exactly as it appears on your share
certificate(s). When signing as attorney, executor, administrator, trustee,
guardian or corporate executor, please give your full title as such. For joint
accounts, all co-owners should sign. Please be sure to sign and date this
Proxy.

^ FOLD AND DETACH HERE ^