AMENDED AND RESTATED STOCK PLAN

EXHIBIT 99.1




AMENDED AND RESTATED
RENAISSANCERE HOLDINGS LTD.
NON-EMPLOYEE DIRECTOR STOCK PLAN
--------------------------------

Amended and Restated Effective June 1, 2002

This Amended and Restated RenaissanceRe Holdings Ltd. Non-Employee Director
Stock Plan (the "Plan") has been amended and restated to reflect the 3-for-1
share split of RenaissanceRe Holdings Ltd., a Bermuda company (the "Company"),
effected as a stock dividend paid on May 30, 2002. In addition, all previous
amendments to the Plan adopted prior to June 1, 2002 have been incorporated into
this amended and restated Plan.

SECTION 1. PURPOSE. The purpose of this Plan is to provide an incentive to
the Participants (defined below) (i) to join and remain in the service of the
Company, (ii) to maintain and enhance the long-term performance and
profitability of the Company and (iii) to acquire a financial interest in the
success of the Company. The Plan shall become effective upon the date of its
approval by the requisite vote of the Company's shareholders (the "Effective
Date").

SECTION 2. ELIGIBILITY. Members of the Company's Board of Directors (the
"Board") who are not employees of the Company or any of its affiliates, will be
granted awards pursuant to the provisions of the Plan (a "Participant or
Participants"). For purposes of the Plan, an "affiliate" of an entity shall mean
any entity directly or indirectly controlling, controlled by, or under common
control with such entity. Any Participant who terminates service as a director
of the Company shall automatically cease participation in the Plan as of the
date of his or her termination.

SECTION 3. ADMINISTRATION.

3.1 The Committee. The Plan shall be administered by the Compensation
Committee of the Board or such other committee of at least two people as the
Board may from time to time appoint to administer the Plan, as determined by the
Board (the "Committee"); provided, however, that no member of the Board who is
an employee of the Company or any of its affiliates shall be eligible to serve
on the Committee. The majority of the members of the Committee shall constitute
a quorum. The acts of a majority of the members present at any meeting at which
a quorum is present or acts approved in writing by a majority of the Committee
shall be deemed the acts of the Committee.

3.2 Committee Authority. The Committee shall have the authority to: (i)
exercise all of the powers granted to it under the Plan, (ii) construe,
interpret and implement the Plan, (iii) prescribe, amend and rescind rules and
regulations relating to the Plan, (iv) make all determinations necessary in
administering the Plan and (v) correct any defect, supply any omission, and
reconcile any inconsistency in the Plan.

3.3 Binding Determinations. The determination of the Committee on all
matters within its authority relating to the Plan shall be conclusive.



3.4 No Liability. No member of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any award
hereunder.

SECTION 4. SHARES SUBJECT TO PLAN

4.1 Shares. Awards under the Plan shall be for Common Shares, $1.00 par
value, of the Company and any other shares into which such shares shall
thereafter be changed by reason of merger, reorganization, recapitalization,
consolidation, split-up, combination of shares, or similar event as set forth in
and in accordance with this Section 4 (the "Shares").

4.2 Shares Available for Awards. Subject to Section 4.3 (relating to
adjustments upon changes in the Company's capitalization), as of any date the
total number of Shares with respect to which awards may be granted under the
Plan shall be equal to the excess (if any) of (i) 1,050,000 Shares, over (ii)
the sum of (A) the number of Shares subject to outstanding awards granted under
the Plan, and (B) the number of Shares previously transferred pursuant to awards
granted under the Plan. In accordance with (and without limitation upon) the
preceding sentence, Shares covered by awards granted under the Plan which expire
or terminate for any reason whatsoever shall again become available for awards
under the Plan. In addition, any shares which are tendered to or withheld by the
Company in connection with the exercise of Options or the payment of withholding
taxes shall again become available for awards under the Plan. Shares granted
under the Plan shall be authorized and unissued common shares of the Company.

4.3 Adjustments upon Certain Changes. In the event of any merger,
reorganization, recapitalization, consolidation, sale or other distribution of
substantially all of the assets of the Company, any stock dividend, stock split,
spin-off, split-up, distribution of cash, securities or other property by the
Company, or other change in the Company's corporate structure affecting the
Shares, then the Committee shall substitute or adjust as it determines to be
equitable in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be awarded under the Plan: (i) the aggregate
number of Shares reserved for issuance under the Plan, (ii) the number of Shares
subject to outstanding awards and (iii) the amount to be paid by Participants or
the Company, as the case may be, with respect to any outstanding awards.

SECTION 5. AWARDS UNDER THE PLAN. Each Participant shall automatically be
granted non-discretionary awards under the Plan in the form of (i) "Director
Shares" and (ii) "Options" (as such terms are defined below).

SECTION 6. DIRECTOR SHARES

6.1 Awards. Each Participant who, as of the date of each annual general
meeting of the Company's shareholders, shall continue to serve as a director of
the Company after the date of such annual general meeting shall automatically be
granted an award of Director Shares in such number as shall be determined by the
Committee. The Committee may also grant Director Shares to Participants from
time to time, in such number as it shall determine in its discretion.



6.2 Vesting. Director Shares shall either be fully (100%) vested on the
grant date or subject to such vesting restrictions as may be established by the
Committee. Notwithstanding the foregoing, except (i) in extraordinary
circumstances, as determined by the Committee, or (i) upon receipt of prior
approval by the Company's shareholders, the Director Shares shall be subject to
a three (3) year vesting schedule, with 33.3% of the aggregate Director Shares
granted vesting in each year, commencing on the first anniversary of the date of
grant.

6.3 Shareholder Rights. A Participant shall have the right to receive
dividends and other rights of a shareholder with respect to awards of Director
Shares.

6.4 Transferability. Director Shares shall be non-transferable during any
period after the grant date that such Shares are subject to vesting
restrictions, but shall otherwise be transferable by the Participant, subject to
any applicable securities law restrictions. Director Shares subject to vesting
shall bear the following legend until the end of the vesting period with respect
to such shares:

"Transfer of this certificate and the shares represented hereby is
restricted pursuant to the terms of a Share Agreement, dated as of
_______________, between RenaissanceRe Holdings Ltd. and
__________________________. A copy of such Agreement is on file at the
offices of RenaissanceRe Holdings Ltd."

Stop transfer orders shall be entered with the Company's transfer agent and
registrar against the transfer of legended securities.

SECTION 7. OPTIONS.

7.1 Awards. As of the date that a Participant first becomes a member of the
Board (or such later date as the Committee may establish in its discretion),
such Participant shall automatically be granted an option to purchase 18,000
Shares (each, an "Option") at a price per Share equal to the Fair Market Value
of a Share on the date of grant or as otherwise determined by the Committee.
Thereafter, as of each subsequent annual general meeting of shareholders, such
Participant (so long as he continues to serve as a director of the Company after
the date of such subsequent annual general meeting) shall automatically be
granted an Option to purchase 6,000 Shares, at a price per Share equal to the
Fair Market Value of a Share on the date of grant. The Committee may also grant
Options to Participants from time-to-time, at such per Share price and in such
number as it shall determine in its discretion. Notwithstanding anything in this
Section 7.1 to the contrary, the per Share price of any Option granted hereunder
shall in no event be less than 85% of the Fair Market Value of a Share on the
date of grant; provided, that the number of Options granted with an per Share
price less than the Fair Market Value of a Share on the date of grant shall in
no event exceed 10% of the number of shares of Stock reserved for issuance under
the Plan.

7.2 Vesting. All Options granted under the Plan shall either be fully
(100%) vested on the date of grant or subject to such vesting restrictions as
may be established by the Committee.



7.3 Option Term. Options granted under the Plan shall be exercisable for a
maximum period of 10 years from the date of grant, subject to earlier
termination as provided by the Committee at the time of grant.

7.4 Share Certificates; Transferability. Share certificates representing
the Shares covered by Options awarded to a Participant shall be registered in
the Participant's name. Options may not be sold, transferred, assigned, pledged
or otherwise encumbered by the Participant other than by will or the laws of
descent and distribution. At the time a Participant's Options are exercised, a
certificate for Shares covered by the Options shall be registered in the
Participant's name and delivered to the Participant (or to such Participant's
legal representative or designated beneficiary in the event of the Participant's
death).

7.5 Shareholder Rights. The Participant shall have no rights as a
shareholder of Shares covered by Options until the time such Options are
exercised and certificates for Shares covered by such Options are registered in
the Participant's name as provided in Section 7.4.

7.6 Exercise of Options. Options granted under the Plan may be exercised by
written notice to the Company in such form as the Committee may designate,
accompanied by full payment of the exercise price therefor. The exercise price
may be paid (i) in cash or cash equivalents, (ii) by tendering previously owned
Shares with a Fair Market Value equal to the exercise price, (iii) pursuant to
brokerage arrangements approved by the Committee providing for simultaneous
exercising of Options and sale of Shares, and (iv) by any combination of such
methods. The Committee may require that Participants enter into written Option
Agreements with the Company setting forth the terms of Option grants.

7.7 Reload Options. Options may be granted from time to time by the
Committee, in its sole discretion, in the event a Participant, while member of
the Board exercises an Option by the delivery of shares of Stock which have been
held by the Participant for a period of at least six (6) months, or in the event
a Participant's tax withholding obligations upon exercise of Options are
satisfied by the Company withholding shares of Stock with an aggregate Fair
Market Value equal to the minimum tax withholding amount due thereon ("Reload
Options"). Such Reload Options shall entitle the Participant to purchase that
number of shares of Stock equal to the number of shares of Stock so delivered
to, or withheld by, the Company, provided that the total number of shares
covered by any Reload Options shall not exceed the number of shares subject to
the underlying award to which the grant of the Reload Option relates. The price
per share of Reload Options shall be the Fair Market Value per share on the date
such Reload Option is granted. The duration of such Reload Option shall not
extend beyond ten years from the date of grant of the underlying award to which
the grant of the Reload Option relates. Reload Options shall be fully vested and
exercisable on the date of grant. Other specific terms and conditions applicable
to Reload Options granted under the Plan shall be determined by the Committee.

SECTION 8. WITHHOLDING TAXES; RIGHT TO OFFSET. The Company shall be
entitled to require as a condition of delivery of any Shares to a Participant
hereunder that the Participant remit an amount sufficient to satisfy all
foreign, federal, state, local and other governmental withholding



tax requirements related thereto (if any) and any or all indebtedness or other
obligation of the Participant to the Company or any of its subsidiaries.

SECTION 9. PLAN AMENDMENTS AND TERMINATION. The Board may suspend or
terminate the Plan at any time and the Board and/or the Committee may amend it
at any time and from time to time, in whole or in part, provided, that the Board
and/or the Committee may not, without approval of the Company's shareholders,
materially increase the maximum number of Shares which may be issued under the
Plan. No termination, modification or amendment of the Plan may adversely affect
the rights conferred by outstanding Options or Director Shares without the
written consent of the affected Participant. Unless terminated earlier, the Plan
will terminate on the tenth anniversary of the Effective Date and no additional
awards may be granted under the Plan after such tenth anniversary.

SECTION 10. MISCELLANEOUS.

10.1 Listing, Registration and Legal Compliance. If the Committee shall at
any time determine that any Consent (as hereinafter defined) is necessary or
desirable as a condition of, or in connection with, the granting of any award
under the Plan, the issuance or purchase of Shares or other rights hereunder or
the taking of any other action hereunder (each such action being hereinafter
referred to as a "Plan Action"), then such Plan Action shall not be taken, in
whole or in part, unless and until such Consent shall have been effected or
obtained to the full satisfaction of the Committee. Without limiting the
generality of the foregoing, in the event that (i) the Company shall be entitled
under the Plan to make any payment in cash, Shares or both, and (ii) the
Committee shall determine that a Consent is necessary or desirable as a
condition of, or in connection with, payment in any one or more of such forms,
then the Committee shall be entitled to determine not to make any payment
whatsoever until such Consent shall have been obtained in the manner aforesaid.
The term "Consent" as used herein with respect to any Plan Action means (i) the
listings, registrations or qualifications in respect thereof upon any securities
exchange or under any foreign, federal, state or local law, rule or regulation,
(ii) any and all consents, clearances and approvals in respect of a Plan Action
by any governmental or other regulatory body, or (iii) any and all written
agreements and representations by a Participant with respect to the disposition
of Shares or with respect to any other matter, which the Committee shall deem
necessary or desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption from the requirement
that any such listing, qualification or registration be made.

10.2 Right of Discharge Reserved. Nothing in the Plan shall confer upon any
Participant the right to serve as a director of the Company or affect any right
that the Company or any Participant may have to terminate the Participant's
service as a director.

10.3 Fair Market Value. For purposes of the Plan, as of any date when the
Shares are listed on the NASDAQ National Market system ("NASDAQ-NMS") or listed
on one or more national securities exchanges, the "Fair Market Value" of the
Shares as of any date shall be deemed to be the mean between the high and low
sale prices of the Shares reported on the NASDAQ-NMS or the principal national
securities exchange on which the Shares are listed and traded on the immediately
preceding business date, or, if there is no such sale on that date, then on the
last preceding date on which such a sale was reported. If the Shares are not
listed on the NASDAQ-NMS or listed on an exchange,



the "Fair Market Value" of the Shares shall mean the amount determined by the
Committee to be the fair market value based upon a good faith attempt to value
the Shares accurately.

10.4 Transferability of Awards for Estate Planning Purposes.
Notwithstanding anything in Sections 6.4 or 7.4 to the contrary, the Committee
may, in its sole discretion, at the time of grant or at any time thereafter,
allow any Participant to transfer to the Participant's "family members" Director
Shares and Options granted to such Participant, whether or not for "value." For
purposes of this Section 10.4, the term "family members" shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, any person sharing the Participant's household (other than a
tenant or employee), a trust in which these persons have more than fifty percent
of the beneficial interest, a foundation in which these persons (or the
Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than fifty percent of the voting
interests.

SECTION 11. GOVERNING LAW. The Plan is deemed adopted, made and delivered
in Bermuda and shall be governed by the laws of Bermuda without reference to
principles of conflicts of laws.

SECTION 12. NOTICES. All notices and other communications hereunder shall
be given in writing, shall be personally delivered against receipt or sent by
registered or certified mail, return receipt requested, shall be deemed given on
the date of delivery or of mailing, and if mailed, shall be addressed (a) to the
Company, at its principal corporate headquarters, Attn: Chief Financial Officer,
and (b) to a Participant, at the Participant's principal residential address
last furnished to the Company. Either party may, by notice, change the address
to which notice to such party is to be given.

SECTION 13. SECTION HEADINGS. The Section headings contained herein are for
the purposes of convenience only and are not intended to define or limit the
contents of said Sections.