DEF 14A: Definitive proxy statements

DEFINITIVE PROXY MATERIALS

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 Commission (as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

RENAISSANCERE HOLDINGS LTD.
---------------------------------------------------
(Name of Registrant as Specified In Its Charter)


RENAISSANCERE HOLDINGS LTD.
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

1) Title of each class of securities to which transaction applies:_______

2) Aggregate number of securities to which transaction applies:__________

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):

4) Proposed maximum aggregate value of transaction: _______________

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: ___________

2) Form, Schedule or Registration Statement No: _____________

3) Filing Party: ___________

4) Date Filed: ____________


RENAISSANCERE HOLDINGS LTD.
RENAISSANCE HOUSE, 8-12 EAST BROADWAY
PEMBROKE HM 19 BERMUDA

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 23, 1996

To the Shareholders of RenaissanceRe Holdings Ltd.:

Notice is hereby given that a Special General Meeting of Shareholders (the
"Special Meeting") of RenaissanceRe Holdings Ltd. (the "Company") will be held
at Renaissance House, 8-12 East Broadway, Pembroke, Bermuda on December 23, 1996
at 10:00 a.m. Atlantic standard time for the following purposes:

1. To consider, and if thought fit, approve an amendment to the Amended
and Restated Bye-laws of the Company (the "Bye-laws") creating by
redesignation of the authorized share capital of the Company and
setting forth the rights and preferences of two new series of capital
shares of the Company consisting of (i) 16,789,776 shares of Diluted
Voting Class I Common Shares, $1.00 par value per share (the "Diluted
Voting I Shares"), and (ii) 1,639,641 shares of Diluted Voting Class
II Common Shares, $1.00 par value per share (the "Diluted Voting II
Shares" and, together with the Diluted Voting I Shares, the "Diluted
Voting Shares"), which will be issued pursuant to the approval of the
Board of Directors of the Company (the "Board") to certain
shareholders of the Company in exchange for an equal number of common
shares, $1.00 par value per share (the "Full Voting Common Shares"
and, together with the Diluted Voting Shares, the "Common Shares"), of
the Company held by such shareholders on a one-for-one basis (the
"Recapitalization");

2. To consider, and if thought fit, approve amendments to the Bye-laws
(x) reducing the requisite affirmative vote at an annual or special
general meeting of the Company's shareholders, from at least 66-2/3%
of the issued and outstanding capital shares of the Company in order
to approve (A) an amalgamation or reorganization of the Company; (B)
an acquisition or disposition of all or substantially all of the
Company's assets; (C) a liquidation, dissolution or winding up of the
Company; or (D) an amendment to or repeal of such Bye-law, to (i) the
affirmative vote of a majority of all issued and outstanding capital
shares of the Company in order to approve such item (A), and (ii) the
affirmative vote of a majority of the voting rights attached to all
issued and outstanding Common Shares in order to approve such items
(B), (C) and (D), (y) reducing the quorum requirement relating to
shareholder votes contemplated by Bye-law 43(b); and (z) providing
that the Board shall, with respect to any matter required to be
submitted to a vote of the shareholders of the Company's wholly-owned
subsidiary, Renaissance Reinsurance Ltd. ("Renaissance Reinsurance"),
be required to submit a proposal relating to such matters to the
shareholders of the Company and shall vote all the shares of
Renaissance Reinsurance owned by the Company in accordance with and
proportional to such vote of the Company's shareholders;

3. To consider, and if thought fit, increase the size of the Board from
nine members to eleven members and to authorize the Board to fill the
vacancies created thereby without further shareholder action; and

4. To act upon such other business as may properly come before the
Special Meeting.

The Board presently consists of eight directors and one vacancy. If the
requisite shareholder approval at the Special Meeting of each of the Proposals
listed above is received and the Recapitalization is consummated on or prior to
December 31, 1996, the Board will appoint three additional individuals to fill
the existing vacancies on the Board and to serve as directors of the Company
(the "Nominees") until the Company's 1997 Annual General Meeting of Shareholders
or until their successors are duly elected and qualified. For further
information with respect to the Nominees, see "DIRECTORS, OFFICERS AND NOMINEES
OF THE COMPANY--Nominees" in the accompanying Proxy Statement.

All shareholders of record at the close of business on December 9, 1996 are
entitled to notice of, and to vote at, the Special Meeting.

TO ENSURE THAT YOUR SHARES ARE REPRESENTED, YOU ARE URGED TO PLEASE FILL
IN, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED
AT THE SPECIAL MEETING. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE YOUR
SHARES IN PERSON.

PLEASE DATE THE ENCLOSED PROXY CARD AND SIGN IT EXACTLY AS YOUR NAME
APPEARS ON THE PROXY CARD.

By order of the Board of Directors,

JAMES N. STANARD
December 9, 1996 Chairman of the Board



DEFINITIVE PROXY MATERIALS

RENAISSANCERE HOLDINGS LTD.
RENAISSANCE HOUSE
8-12 EAST BROADWAY
PEMBROKE HM 19 BERMUDA

____________

SPECIAL GENERAL MEETING OF SHAREHOLDERS
DECEMBER 23, 1996

____________


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 Special Meeting to be held at
Renaissance House, 8-12 East Broadway, Pembroke, Bermuda on December 23, 1996 at
10:00 a.m. Atlantic standard time, or any adjournment thereof. This Proxy
Statement, the Notice of Special Meeting and the accompanying form of proxy are
being first mailed to shareholders of the Company on or about December 9, 1996.

At the Special Meeting, shareholders will be asked to consider, and if
thought fit, (1) approve an amendment to the Amended and Restated Bye-laws of
the Company (the "Bye-laws") creating by redesignation of the authorized share
capital of the Company and setting forth the rights and preferences of two new
series of capital shares of the Company (the "New Shares Proposal") consisting
of 16,789,776 shares of Diluted Voting Class I Common Shares, $1.00 par value
per share (the "Diluted Voting I Shares"), and 1,639,641 shares of Diluted
Voting Class II Common Shares, $1.00 par value per share (the "Diluted Voting II
Shares" and, together with the Diluted Voting I Shares, the "Diluted Voting
Shares"), which will be issued pursuant to the approval of the Board to certain
shareholders of the Company in exchange for an equal number of the Company's
common shares, par value $1.00 per share (the "Full Voting Common Shares" and,
together with the Diluted Voting Shares, the "Common Shares"), held by such
shareholders on a one-for-one basis (the "Recapitalization"); (2) approve
amendments to the Bye-laws (the "Voting Proposal") (x) reducing the requisite
affirmative vote at an annual or special general meeting of the Company's
shareholders, from at least 66-2/3% of the issued and outstanding capital shares
of the Company in order to approve (A) an amalgamation or reorganization of the
Company; (B) an acquisition or disposition of all or substantially all of the
Company's assets; (C) a liquidation, dissolution or winding up of the Company;
or (D) an amendment to or repeal of such Bye-law, to (i) the affirmative vote of
a majority of all issued and outstanding capital shares of the Company in order
to approve such item (A), and (ii) the affirmative vote of a majority of the
voting rights attached to all issued and outstanding Common Shares in order to
approve such items (B), (C) and (D), (y) reducing the quorum requirement
relating to shareholder votes contemplated by Bye-law 43(b); and (z) providing
that the Board shall, with respect to any matter required to be submitted to a
vote of the shareholders of the Company's wholly-owned subsidiary, Renaissance
Reinsurance Ltd. ("Renaissance Reinsurance"), be required to submit a proposal
relating to such matters to the shareholders of the Company and shall vote all
the shares of Renaissance Reinsurance owned by the Company in accordance with
and proportional to such vote of the Company's shareholders; and (3) increase
the size of the Board from nine members to eleven members (the "Board Proposal")
and authorize the Board to fill the vacancies created thereby without further
shareholder action. The New Shares Proposal, the Voting Proposal and the Board
Proposal are collectively referred to in this Proxy Statement as the
"Proposals."

The Board presently consists of eight directors and one vacancy. If the
requisite shareholder approval at the Special Meeting of each of the Proposals
is received and the Recapitalization is consummated, the Board will appoint
three individuals to fill the existing vacancies on the Board and to serve as
directors of the Company (the "Nominees") until the Company's 1997 Annual
General Meeting of Shareholders (the "1997 Annual Meeting") or until their
successors are duly elected and qualified. Subject to such shareholder
approval, the Company presently expects that the

Recapitalization will be consummated and the Nominees will commence serving on
the Board prior to December 31, 1996. For further information with respect to
the Nominees, see "DIRECTORS, OFFICERS AND NOMINEES OF THE COMPANY--Nominees" in
this Proxy Statement. Shareholders may also be asked to consider and take action
with respect to such other matters as may properly come before the Special
Meeting.

As of December 9, 1996, the record date for the determination of persons
entitled to receive notice of, and to vote at, the Special Meeting, there were
25,615,977 Full Voting Common Shares outstanding. Each Full Voting Common Share
is entitled to one vote on each matter to be voted upon by the shareholders at
the Special Meeting. The presence, in person or by proxy, of holders of (i)
more than 50%, with respect to the New Shares Proposal and the Board Proposal,
and (ii) of at least 66-2/3%, with respect to the Voting Proposal, of the Common
Shares outstanding and entitled to vote on the matters to be considered at the
Special Meeting is required to constitute a quorum for the transaction of
business at the Special Meeting.

The New Shares Proposal and the Board Proposal must be approved by the
affirmative vote of a majority of votes cast, in person or by proxy, at the
Special Meeting. The Voting Proposal must be approved by the affirmative vote
at the Special Meeting of at least 66-2/3% of the Full Voting Common Shares
outstanding. A hand vote will be taken unless shareholders request a poll
pursuant to the Bye-laws. Warburg, Pincus Investors L.P. ("WPI"), GE Investment
Private Placement Partners I, Limited Partnership ("GEIPPPI"), the Trustees of
General Electric Pension Trust ("GEPT"), and United States Fidelity & Guaranty
Company ("USF&G") (collectively, the "Founding Institutional Investors") have
each informed the Company that they intend to vote their Full Voting Common
Shares, representing in the aggregate sufficient voting power to approve each of
the Proposals to be acted on at the Special Meeting, in favor of such Proposals.
THEREFORE, APPROVAL OF EACH PROPOSAL DESCRIBED HEREIN AT THE SPECIAL MEETING IS
ASSURED.

SOLICITATION AND REVOCATION

PROXIES IN THE FORM ENCLOSED ARE BEING SOLICITED BY, OR ON BEHALF OF, THE
BOARD OF DIRECTORS OF THE COMPANY. THE PERSONS NAMED IN THE FORM OF PROXY HAVE
BEEN DESIGNATED AS PROXIES BY THE BOARD OF DIRECTORS. Such persons designated as
proxies are officers of the Company. Any shareholder desiring to appoint
another person to represent him or her at the Special 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 the completed proxy to the Secretary of the Company at the address
indicated above, before the time of the Special 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 Full Voting 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 (1) FOR the New Shares Proposal, (2) FOR the
Voting Proposal and (3) FOR the Board Proposal, and in accordance with the
proxyholder's best judgment as to any other business raised at the Special
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. Abstentions and broker
non-votes will not be counted with regard to approval of the 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 or oral statement revoking such proxy, by executing and
delivering a later dated proxy, or by voting in person at the Special Meeting.
Attendance at the Special 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 its own cost of the solicitation of proxies.
Proxies will be solicited initially by mail. 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 Special Meeting to the beneficial
owners of Full Voting Common Shares which such persons hold of record.

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THE RECAPITALIZATION

CERTAIN TAX CONSIDERATIONS

United States Taxation of U.S. Shareholders of Renaissance Reinsurance.

Section 951(b) of the U.S. Internal Revenue Code of 1986, as amended (the
"Code"), defines a United States shareholder ("U.S. Shareholder") as any U.S.
citizen or resident, domestic corporation, partnership, estate or trust that
owns (directly or indirectly through certain deemed ownership rules) 10% or more
of the voting power of all classes of stock of a foreign corporation. In the
case of insurance companies, such as the Company's wholly owned Bermuda
subsidiary, Renaissance Reinsurance Ltd. ("Renaissance Reinsurance"), if U.S.
Shareholders own, or are considered to own, more than 25% of the voting power or
value of its shares, the corporation is classified as a "controlled foreign
corporation" ("CFC").

The Founding Institutional Investors presently are U.S. Shareholders of
Renaissance Reinsurance because each of them is considered to indirectly own
(through their direct, indirect or constructive ownership of Common Shares) at
least 10% of the voting power of Renaissance Reinsurance. Collectively, they
are considered to indirectly own more than 25% of the voting power and value of
Renaissance Reinsurance, thereby causing Renaissance Reinsurance to be a CFC.
Such status results in each such U.S. Shareholder being required to include in
its income, based on the extent of its interest in the Company, its pro rata
share of Renaissance Reinsurance's subpart F income. Substantially all of
Renaissance Reinsurance's income is currently subpart F income. The Small
Business Job Protection Act of 1996 amended the Code to provide that any such
subpart F inclusion in income by a U.S. Shareholder that is a tax-exempt entity
is treated as unrelated business taxable income. As a result of this change in
law, tax-exempt U.S. Shareholders of the Company and tax-exempt partners of U.S.
Shareholders of the Company are taxed on their allocable share of subpart F
income of Renaissance Reinsurance.

Related Person Insurance Income ("RPII") Rules.

Certain special subpart F provisions of the Code may require U.S. persons
to include their share of RPII of Renaissance Reinsurance in income even if such
U.S. persons are not U.S. Shareholders of Renaissance Reinsurance (i.e., even if
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they do not own, directly or indirectly, 10% or more of the voting power of the
Company). RPII inclusion is not required, however, if certain definitional
prerequisites are not satisfied. One such prerequisite for RPII inclusion (the
"Insured Ownership Requirement") is that such inclusion is required only if 20%
or more of the voting power or value of Renaissance Reinsurance's shares is
owned directly or indirectly by U.S. persons insured or reinsured by Renaissance
Reinsurance or by persons related to such insureds. The Company has sought to
avoid RPII inclusion, but believes that it would have greater flexibility in
writing insurance business if it also does not meet the Insured Ownership
Requirement. USF&G and GEIPPPI are currently reinsured by Renaissance
Reinsurance or are related to persons who are so reinsured, and together, they
own more than 20% of the voting power and value of the Company. Consequently,
the Insured Ownership Requirement is satisfied currently. Because USF&G and GE
Investment Private Placement Partners I-Insurance, Limited Partnership
("Insurance L.P.") will own less than 20% of the voting power and value of the
Company and GEIPPPI will not own any shares of the Company following the
consummation of the Recapitalization and the Proposed Restructuring (as defined
below), the Company believes that Renaissance Reinsurance will not satisfy the
Insured Ownership Requirement. There can be no assurance, however, that RPII
inclusion will not be required.

There can be no assurance as to the treatment of the Diluted Voting Shares
or other securities of the Company. The tax treatment of a holder of Common
Shares, or a person treated as a holder of Common Shares for U.S. federal
income, state, local or non-U.S. tax purposes may vary depending on the holder's
particular tax situation. Legislative, judicial or administrative changes or
interpretations may be forthcoming that could be retroactive and could affect
the tax consequences to holders of Common Shares. PROSPECTIVE INVESTORS SHOULD
CONSULT THEIR OWN TAX ADVISORS CONCERNING THE FEDERAL, STATE, LOCAL AND NON-U.S.
TAX CONSEQUENCES TO THEM OF OWNING COMMON SHARES.

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TERMS AND CONDITIONS OF THE RECAPITALIZATION

In an effort to reduce the Company's RPII exposure and to mitigate the
effects of subpart F income on certain direct and indirect holders of Common
Shares, the Company proposes to consummate the Recapitalization on the terms and
conditions described below.

Exchange of Full Voting Common Shares for Diluted Voting Shares; Rights and
Preferences of the Diluted Voting Shares; Conversion of Diluted Voting Shares
upon Subsequent Transfer.

Pursuant to the Recapitalization, the Company will issue two new classes
of Common Shares--Diluted Voting I Shares and Diluted Voting II Shares. The
Diluted Voting Shares will be issuable in exchange for an equal number of Full
Voting Common Shares held by certain shareholders of the Company on a one-for-
one basis.

Each holder of Diluted Voting I Shares will be 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 Diluted Voting I Share so held.

Each holder of Diluted Voting II Shares shall be entitled to one-third of
a vote for each Diluted Voting II Share, provided, that in no event shall a
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holder of Diluted Voting II 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 Diluted Voting Shares, "Controlled Common
Shares" means Common Shares owned directly, indirectly or constructively by such
holder within the meaning of Section 958 of the Code and applicable rules and
regulations thereunder.

Upon any disposition of the Diluted Voting Shares by the respective
holders thereof, the Diluted Voting Shares shall be convertible into an equal
number of Full Voting Common Shares on a one-for-one basis at the option of the
transferee thereof (the "Diluted Voting Share Purchaser") upon notice to the
Company. In all other respects, the Diluted Voting Shares shall have the same
terms, rights and preferences as the Full Voting Common Shares.

The Company has reserved for issuance Full Voting Common Shares issuable
upon conversion of the Diluted Voting Shares and will apply to the New York
Stock Exchange (the "NYSE"), on which the Full Voting Common Shares are
presently listed for trading, for the listing of such shares. The Company
currently does not intend to list the Diluted Voting Shares on the NYSE.

Proposed Restructuring; Exchange Rights.

Subject to the requisite affirmative vote of each of the Proposals at the
Special Meeting, each of GEPT and GEIPPPI expects to exchange all of the Full
Voting Common Shares owned by it for Diluted Voting I Shares and Diluted Voting
II Shares, as applicable, and directly or indirectly distribute or contribute,
as the case may be, such Diluted Voting I Shares to a wholly owned subsidiary of
GEPT ("PT Investments"), and such Diluted Voting II Shares to Insurance L.P. in
a manner such that, following the consummation of such actions (collectively,
the "Proposed Restructuring"), beneficial ownership of such Diluted Voting I
Shares and Diluted Voting II Shares will be as set forth under "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS--Beneficial
Ownership and Voting Rights After Giving Effect to the Recapitalization and
Proposed Restructuring."

Each of WPI and USF&G has informed the Company that, although it has no
such present intention, it may, in the future, subject to approval of the Board
(which approval is expected to be granted immediately following the Special
Meeting), decide to exchange all or a portion of their respective Full Voting
Common Shares for an equal number of Diluted Voting I Shares (collectively, the
"Exchange Rights"). See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
MANAGEMENT AND DIRECTORS--Beneficial Ownership and Voting Rights After Giving
Effect to the Recapitalization and Proposed Restructuring." Approval of the New
Shares Proposal at the Special Meeting will permit

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each of WPI and USF&G, subject to approval of the Board (which approval is
expected to be granted immediately following the Special Meeting), to exercise
its respective Exchange Right at any time without any requisite shareholder
action in the future. See "--Certain Considerations--Possible Loss of CFC
Status."

Certain Corporate Governance and Other Changes.

The Company also proposes, contingent upon the requisite affirmative vote
in favor of the Proposals at the Special Meeting and the consummation of the
Recapitalization, that (i) the size of the Board be increased from nine members
(presently consisting of eight directors and one vacancy) to eleven members and
the Board be authorized to fill the vacancies created thereby without further
shareholder action and (ii) the Bye-Laws be amended (x) to reduce the requisite
affirmative vote at an annual or special general meeting of the Company's
shareholders from at least 66-2/3% of the issued and outstanding capital shares
of the Company to the affirmative vote of (I) a majority of all issued and
outstanding capital shares of the Company in order to approve an amalgamation or
reorganization of the Company, and (II) a majority of the voting rights attached
to all issued and outstanding Common Shares in order to approve an acquisition
of all or substantially all of the assets of the Company, a liquidation,
dissolution or winding up of the Company or the amendment to or repeal of such
relevant Bye-law; (y) to reduce the quorum requirement relating to shareholder
votes contemplated by Bye-law 43(b); and (z) providing that the Board shall,
with respect to any matter required to be submitted to a vote of the
shareholders of Renaissance Reinsurance, be required to submit a proposal
relating to such matters to the shareholders of the Company and shall vote all
the shares of Renaissance Reinsurance owned by the Company in accordance with
and proportional to such vote of the Company's shareholders. The change
contemplated by clause (z) of the preceding sentence shall no longer apply at
such time as Renaissance Reinsurance shall no longer be a subsidiary of the
Company or such time as no Diluted Voting Shares shall be outstanding.

Additionally, the Company and the Founding Institutional Investors
contemplate that, contingent upon the requisite affirmative vote in favor of the
Proposals at the Special Meeting and the consummation of the Recapitalization,
(i) the existing shareholders agreement, dated as of August 1, 1995 (the
"Shareholders Agreement"), by and among the Company and the Founding
Institutional Investors, will be amended and restated (the "Amended Shareholders
Agreement") to provide, among other things, that each of PT Investments, in
place of GEPT, and Insurance L.P., in place of GEIPPPI, will have the right to
designate one member to the Board, subject to certain terms and conditions set
forth therein; and (ii) the existing registration rights agreement, dated as of
May 7, 1996 (the "1996 Registration Rights Agreement"), by and among the
Company, the Founding Institutional Investors and certain officers and employees
of the Company (collectively, the "Management Investors") will be amended and
restated (the "Amended Registration Rights Agreement") to provide, among other
things, that the Diluted Voting Shares and the Full Voting Common Shares issued
upon conversion thereof will be entitled to registration as provided therein.
See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS--
Shareholders Agreement" and "--Registration Rights."

RECOMMENDATION OF THE BOARD

The Board met on October 18, 1996 to consider reports from Management
concerning the terms and conditions of the Recapitalization. At that meeting,
the Board, after considering the factors set forth below, by a unanimous vote
(Messrs. Greene, Igou, Lee, Lummis and Newman did not participate in such
determination and vote), determined that the terms and conditions of the
Recapitalization and the Proposals, considered as a whole, are fair to, and in
the best interests of, the Company and its shareholders. See "--Interests of
Certain Parties."

During the course of its deliberations, the Board considered, without
assigning relative weights to, the following factors:

(i) the terms and conditions of the Recapitalization;

(ii) the Company's reduced RPII exposure as a result of the consummation
of the Recapitalization and the Proposed Restructuring;

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(iii) the desire of the Company to accommodate the Founding Institutional
Investors, each of whom contributed a significant portion of the
Company's initial financing in connection with the formation and
capitalization of the Company in June 1993, in a transaction not
deemed to be detrimental to the Company;

(iv) the fact that the Recapitalization will result in relatively greater
voting power for the Full Voting Common Shares that remain
outstanding;

(v) the various matters described under "--Certain Considerations" and "-
-Interests of Certain Parties" below, which the Board concluded do
not outweigh or materially detract from the benefits of the
Recapitalization to the Company; and

(vi) the determination by the Company to pay certain fees and expenses
related to the Recapitalization, this proxy solicitation and the
Special Meeting.

Additionally, the Board appointed a Committee, consisting of Messrs.
Cooper, Bahr and Stanard (the "Committee"), and delegated to it all requisite
power to authorize and approve such further actions on behalf of the Board as
the Committee should deem necessary or desirable to implement the
Recapitalization and the matters related thereto, as the Committee should see
fit. Pursuant thereto, the Committee met on December 2, 1996, to fix the Record
Date and the date and time of the Special Meeting, and to take certain further
actions to implement the Recapitalization.

THE BOARD HAS UNANIMOUSLY DETERMINED THAT THE TERMS AND CONDITIONS OF THE
RECAPITALIZATION AND EACH OF THE PROPOSALS, CONSIDERED AS A WHOLE, ARE FAIR TO,
AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS SHAREHOLDERS. MESSRS. GREENE,
IGOU, LEE, LUMMIS AND NEWMAN DID NOT PARTICIPATE IN SUCH DETERMINATION AND VOTE.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE FOR
APPROVAL OF EACH OF THE PROPOSALS AT THE SPECIAL MEETING.


CERTAIN CONSIDERATIONS

While the Board of Directors has unanimously determined (Messrs. Greene,
Igou, Lee, Lummis and Newman did not participate in such determination and vote)
that the terms and conditions of the Recapitalization and each of the Proposals,
considered as a whole, are fair to, and in the best interests of, the Company
and its shareholders, shareholders should fully consider the following possible
consequences of the consummation of the Recapitalization when evaluating the
Proposals.

Board Representation; Control of the Company.

A substantial majority of the members of the Board were nominated by the
Founding Institutional Investors and elected to the Board pursuant to the
Shareholders Agreement. The Founding Institutional Investors may be deemed to
control the Company, both presently and following the consummation of the
Recapitalization, the Proposed Restructuring and any exercise of the Exchange
Rights, subject to approval of the Board. See "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS."

Possible Loss of CFC Status.

Each of WPI and USF&G has informed the Company that, although it has no
such present intention, it may in the future, subject to approval of the Board
(which approval is expected to be granted immediately following the Special
Meeting), decide to exchange all or a portion of its Full Voting Common Shares
for an equal number of Diluted Voting I Shares. Approval of the New Shares
Proposal at the Special Meeting will permit WPI and USF&G, subject to such
contemplated approval of the Board, to exercise the Exchange Rights at any time
without any requisite shareholder action in the future. Depending on the number
of Full Voting Common Shares so exchanged, Renaissance Reinsurance may cease to
qualify as a CFC as a result. If Renaissance Reinsurance ceases to qualify as a
CFC and is determined to be engaged in business in the

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United States, its
investment income would be subject to U.S. corporate income tax, as well as the
U.S. corporate branch profits tax, even if Renaissance Reinsurance qualifies for
benefits under the United States-Bermuda Income Tax Treaty. There can be no
assurance that either or both of WPI and USF&G will not exchange their Full
Voting Common Shares for Diluted Voting I Shares in the future or that the
Company will continue to qualify as a CFC in the future.

INTERESTS OF CERTAIN PARTIES

GEPT, GEIPPPI, WPI and USF&G are Founding Institutional Investors of the
Company and each contributed a substantial portion of the Company's initial
capitalization in 1993 upon its formation. Pursuant to the Shareholders
Agreement, since the Company's formation (i) Edmund D. Greene, an employee of
General Electric Company, an affiliate of GEIPPPI, has served as GEIPPPI's
designee to the Board; (ii) Gerald L. Igou, an officer of General Electric
Investment Corporation, an affiliate of GEIPPPI, has served as GEPT's designee
to the Board; (iii) John M. Lummis, an officer of USF&G Corporation, the parent
company of USF&G, has served as USF&G's designee to the Board; and (iv) Howard
H. Newman, a managing director of E.M. Warburg, Pincus & Co., Inc., an affiliate
of WPI ("EMW"), has served as a WPI designee to the Board. Kewsong Lee, an
officer of Warburg, Pincus Ventures, Inc., an affiliate of WPI ("WP Ventures"),
has served as a WPI designee to the Board pursuant to the Shareholders Agreement
since December 1994. None of Messrs. Greene, Igou, Lee, Lummis and Newman
participated in the determination of, and vote on, the terms and conditions of
the Recapitalization, or the recommendation of the Board that the Company's
shareholders vote for approval of the Proposals at the Special Meeting, at the
Board meeting held on October 18, 1996.

Pursuant to the Amended Shareholders Agreement, each of PT Investments and
Insurance L.P. will have the right to appoint one director to the Board in
accordance with the terms and conditions set forth therein, subject to the
requisite affirmative vote of each of the Proposals and contingent upon the
consummation of the Recapitalization. The Amended Shareholders Agreement will
provide that the number of directors serving on the Board be fixed at eleven.
Each of WPI and USF&G may, following approval of the Proposals by the Company's
shareholders at the Special Meeting and subject to approval of the Board (which
approval is expected to be granted immediately following the Special Meeting),
exercise its Exchange Right at any time without further shareholder action,
subject to the requisite affirmative approval of the New Shares Proposal at the
Special Meeting. See "THE RECAPITALIZATION--Certain Considerations" and
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS--
Shareholders Agreement."

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DIRECTORS, EXECUTIVE OFFICERS AND NOMINEES OF THE COMPANY

DIRECTORS AND EXECUTIVE OFFICERS

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
November 30, 1996.