PRE 14A: Preliminary proxy statement not related to a contested matter or merger/acquisition

PRELIMINARY COPY

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:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2))
[ ] 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.

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] 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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PRELIMINARY COPY

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 1997

To the Shareholders of RenaissanceRe Holdings Ltd.:

Notice is hereby given that the Annual General Meeting of Shareholders of
RenaissanceRe Holdings Ltd. (the "Company") will be held at Renaissance House,
8-12 East Broadway, Pembroke, Bermuda on May 8, 1997 at 10:00 a.m., Atlantic
daylight savings time, for the following purposes:

1. To fix the number of directors serving on the Board of Directors of
the Company (the "Board") at eleven and to elect eleven members to the
Board to serve until the 1998 annual general meeting of shareholders
or until their successors are duly elected;

2. To consider, and if thought fit, approve amendments to the
RenaissanceRe Holdings Ltd. Second Amended and Restated 1993 Stock
Incentive Plan which would (i) increase the number of authorized
shares available for issuance thereunder by 1,000,000 shares; (ii)
increase the number of shares for which options may be granted to any
single participant by 1,000,000 shares; and (iii) adjust the method of
calculating the number of shares available for issuance thereunder by
deeming the number of shares tendered to, or withheld by, the Company
in connection with certain option exercises and in satisfaction of tax
withholding liabilities to be so available;

3. To amend the Company's Bye-laws (i) to create a class of preference
shares; (ii) to empower the Board to issue such preference shares in
one or more series and fix the rights, preference, privileges and
restrictions thereof, without any further shareholder action or vote;
and (iii) to make certain related changes reflecting a capital
structure consisting of preference shares as well as common shares;

4. To appoint independent auditors of the Company for the 1997 fiscal
year to serve until the 1998 annual general meeting of shareholders
and to refer to the Board the determination of the auditors'
remuneration;

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 capital
shares of Renaissance Reinsurance Ltd. ("Reinsurance") to fix the
number of directors serving on the Board of Directors of Reinsurance
at eleven and to elect eleven members to the Reinsurance Board to
serve until the 1998 annual general meeting of shareholders of
Reinsurance or until their successors are duly elected;

6. 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 capital
shares of Reinsurance to appoint independent auditors of Reinsurance,
for the 1997 fiscal year to serve until the 1998 annual general
meeting of shareholders of Reinsurance and to refer to the Reinsurance
Board the determination of the auditors' remuneration; and

7. To receive the report of the Company's independent auditors and the
financial statements for the year ended December 31, 1996, and to act
upon such other business as may properly come before the Annual
Meeting.

All shareholders of record at the close of business on March 15, 1997 are
entitled to notice of, and to vote at, the Annual Meeting.

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.

By order of the Board of Directors,

James N. Stanard
Chairman of the Board

March 21, 1997

PRELIMINARY COPY
RENAISSANCERE HOLDINGS LTD.
RENAISSANCE HOUSE
8-12 EAST BROADWAY
PEMBROKE 19 BERMUDA
_________________________________

ANNUAL GENERAL MEETING OF SHAREHOLDERS

MAY 8, 1997
_________________________________

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 Annual General Meeting of
Shareholders to be held at Renaissance House, 8-12 East Broadway, Pembroke,
Bermuda on May 8, 1997 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 March 21, 1997.

As of March 15, 1997, 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) 17,189,886 shares of the Company's common shares, par
value $1.00 per share (the "Full Voting Common Shares"); (ii) 4,199,190 shares
of the Company's Diluted Voting Class I Common Shares, par value $1.00 per share
(the "DVI Shares"); and (iii) 1,454,109 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."

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 (1) fix the number of
directors serving on the Board at eleven and elect eleven directors (the
"Nominees") to the Board to serve until the 1998 annual general meeting of
shareholders of the Company (the "1998 Annual Meeting") or until their
successors are duly elected and qualified (the "Renaissance Board Proposal");
(2) consider, and if thought fit, approve an amendment to the RenaissanceRe
Holdings Ltd. Second Amended and Restated 1993 Stock Incentive Plan (the
"Incentive Plan") which would (i) increase the number of authorized Full Voting
Common Shares available for issuance thereunder by 1,000,000 shares; (ii)
increase the number of shares for which options may be granted to any single
participant by 1,000,000 shares; and (iii) adjust the method of calculating the
number of shares available for issuance thereunder by deeming the number of
shares tendered to, or withheld by, the Company in connection with certain
option exercises and in satisfaction of tax withholding liabilities to be so
available (the "Incentive Plan Proposal"); (3) amend the Bye-Laws (i) to create
a class of preference shares of the Company (the "Preference Shares"); (ii) to
empower the Board to issue Preference Shares in one or more series and fix the
rights, preferences, privileges and restrictions thereof without any further
shareholder action or vote; and (iii) to make certain related changes reflecting
a capital structure consisting of Preference Shares as well as Common Shares
(the "Preference Shares Proposal"); (4) appoint the firm of Ernst & Young,
independent auditors, to serve as the Company's independent auditors for the
1997 fiscal year until the 1998 Annual Meeting, and refer the determination of
the auditors' remuneration to the Board (the "Renaissance Auditors Proposal");
(5) in accordance with the Company's Bye-Laws, vote on a proposal to be
considered by the Company, as the holder of all outstanding capital shares of
Renaissance Reinsurance Ltd. ("Reinsurance"), to fix the number of directors
serving on the Board of Directors of Reinsurance at eleven and elect the
Nominees to the Reinsurance Board to serve until the 1998 annual general meeting
of shareholders of Reinsurance or until their successors are duly elected (the
"Reinsurance Board Proposal"); and (6) in accordance with the Company's Bye-
Laws, vote on a proposal to be considered by the Company, as the holder of all
outstanding capital shares of Reinsurance, appoint Ernst & Young as independent
auditors of Reinsurance for the 1997 fiscal year to serve until the 1998 annual
general meeting of shareholders of Reinsurance and refer to the Reinsurance
Board the determination of the auditors' remuneration (collectively, the
"Reinsurance Auditors Proposal"). At the Annual Meeting, shareholders will also
receive the report of the independent auditors and the financial statements for
the year ended December 31, 1996, 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, except for the Preference Shares Proposal, will
be decided by the affirmative vote of a majority of the voting rights attaching
to the Common Shares present, in person or by proxy, at the Annual Meeting. The
Preference Shares Proposal will be decided by the affirmative vote of a majority
of the voting rights attaching to all issued and outstanding Common Shares. A
hand vote will be taken unless a poll is requested pursuant to the Bye-Laws.

Following the Annual Meeting, Reinsurance will hold its annual general
meeting of shareholders, at which meeting the Company, in accordance with its
Bye-Laws, will vote all of the outstanding shares of Reinsurance which it owns
in accordance with and proportional to the vote of the shareholders at the
Annual Meeting on the Reinsurance Board Proposal and the Reinsurance Auditors
Proposal.

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

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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 (1) FOR the Renaissance Board Proposal; (2) FOR the Incentive Plan
Proposal; (3) FOR the Preference Shares Proposal; (4) FOR the Renaissance
Auditors Proposal; (5) FOR the Reinsurance Board Proposal; (6) FOR the
Reinsurance Auditors Proposal and in accordance with the proxyholder's best
judgment as to any other business raised at 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. Abstentions and broker non-votes 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 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 Annual Meeting to the beneficial
owners of Common Shares which such persons hold of record.

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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 March
15, 1997.

NAME AGE POSITION
- --------------------------------------------------------------------------------
James N. Stanard............ 48 Chairman of the Board, President and Chief
Executive Officer
Neill A. Currie............. 44 Senior Vice President
David A. Eklund............. 37 Senior Vice President
Keith S. Hynes.............. 44 Senior Vice President and Chief Financial
Officer
William I. Riker............ 37 Senior Vice President
Arthur S. Bahr.............. 65 Director
Thomas A. Cooper............ 60 Director
Edmund B. Greene............ 58 Director
Gerald L. Igou.............. 62 Director
Kewsong Lee................. 31 Director
John M. Lummis.............. 39 Director
Howard H. Newman............ 49 Director
Scott E. Pardee............. 60 Director
John C. Sweeney............. 52 Director
David A. Tanner............. 38 Director


James N. Stanard has served as President and Chief Executive Officer and as
a director of the Company since its formation in June 1993. From 1991 through
June 1993, Mr. Stanard served as Executive Vice President of United States
Fidelity & Guaranty Company ("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.

Neill A. Currie has served as Senior Vice President of the Company since
its formation in June 1993, Mr. Currie served as a director of the Company from
August 1994 through August 1995. From November 1992 through May 1993, Mr. Currie
served as Chief Executive Officer of G.J. Sullivan Co.-Atlanta, a private
domestic reinsurance broker. From 1982 through 1992, Mr. Currie served as Senior
Vice President at R/I and G.L. Hodson, predecessors to Willis Faber.

David A. Eklund has served as Senior Vice President of the Company since
February 1996. Mr. Eklund served as Vice President-Underwriting of the Company
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

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various positions in catastrophe reinsurance at Berkshire Hathaway Inc., where
he was responsible for underwriting and marketing finite risk and property
catastrophe reinsurance.

Keith S. Hynes has served as Senior Vice President and Chief Financial
Officer of the Company since June 1994. Mr. Hynes was employed by Hartford Steam
Boiler Inspection & Insurance Co. ("Hartford Steam") from January 1983 to
January 1994. From April 1992 to January 1994, he served as Hartford Steam's
Senior Vice President and Chief Financial Officer. From November 1986 to April
1992, Mr. Hynes worked in Hartford Steam's Underwriting Department, advancing to
Senior Vice President and Chief Underwriting Officer, where he managed Hartford
Steam's underwriting and ceded reinsurance activities, from April 1990 to April
1992. From January 1983 to November 1986, Mr. Hynes was Hartford Steam's Chief
Investment Officer. Mr. Hynes held several investment management positions with
Aetna Insurance Company from June 1978 to January 1983.

William I. Riker was appointed Senior Vice President of the Company in
March 1995 and served as Vice President-Underwriting of the Company from
November 1993 until such time. 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.

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 has served as Deputy Treasurer-Insurance of
General Electric Company 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 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 ("EMW 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 an associate at

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E.M. Warburg, Pincus & Co., Inc. ("EMW") from 1992 to until December 1994.
Prior to joining EMW, Mr. Lee was a consultant at McKinsey & Company, Inc., a
management consulting company, from 1990 to 1992.

John M. Lummis has served as a director of the Company since July 1993. Mr.
Lummis has served as Vice President-Business Development of USF&G Corporation
since 1994 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. From 1982 until 1991, Mr. Lummis was engaged in the private practice of
law with the law firm of Shearman & Sterling.

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 EMW LLC (and its predecessor) and a general partner of WP since 1987. Mr.
Newman is a director of ADVO, Inc., Newfield Exploration Company, Cox Insurance
Holdings Plc and Comcast UK Cable Partners Limited.

Scott E. Pardee. Mr. Pardee has served as a director of the Company since
February 1997. Mr. Pardee served as Chairman of Yamaichi International
(America), Inc., a financial services company, from 1989 to 1994. 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.

John C. Sweeney has served as a director of the Company since December
1996. Mr. Sweeney has served as Senior Vice President and Chief Investment
Officer of USF&G since 1992, and as Chairman of Falcon Asset Management since
1992. Prior thereto, Mr. Sweeney served as Principal and Practice Director of
Towers Perrin Consulting Services from 1985 to 1992, and as Chief Investment
Officer of McM/Occidential Peninsular Insurance Companies from 1981 to 1984.
Mr. Sweeney also serves as a Director of USF&G Pacholder Fund, Inc.

David A. Tanner has served as a director of the Company since December
1996. Mr. Tanner has served as a Member and Managing Director of EMW LLC (and
its predecessor) and a general partner of WP since January 1, 1993. Mr. Tanner
served as a Vice President of EMW from January 1, 1991 to 1993 and was an
associate at EMW from March 1986 to December 1990. Mr. Tanner is a director of
Golden Books Family Entertainment, Inc. and the New York Venture Capital Forum.
Mr. Tanner previously served as a director of the Company from December 1994
through May 1996.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,

MANAGEMENT AND DIRECTORS

The following table sets forth information as of March 15, 1997 with
respect to the beneficial ownership of Common Shares and the applicable voting
rights attaching 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. ("WPI")
(3)........................................ 7,914,619 42.5%
466 Lexington Avenue
New York, New York 10017
PT Investments, Inc. ("PT Investments")
(4)........................................ 4,199,190 (5) 5.1
3003 Summer Street
Stamford, Connecticut 06904
GE Investment Private Placement
Partners I - Insurance, Limited
Partnership ("GE Insurance") (4)............ 1,454,109 (6) 2.6
3003 Summer Street
Stamford, Connecticut 06904
United States Fidelity and Guaranty
Company..................................... 2,776,137 14.9
100 Light Street
Baltimore, Maryland 21202
James N. Stanard (7)........................ 825,918 4.4
Neill A. Currie (8)......................... 205,008 1.1
Keith S. Hynes (9).......................... 170,894 *
William I. Riker (10)....................... 103,812 *
David A. Eklund (11)........................ 65,625 *
Arthur S. Bahr.............................. 12,546 *
Thomas A. Cooper............................ 382 *
Edmund B. Greene (12)....................... -- --
Gerald L. Igou (12)......................... -- --
Kewsong Lee (3)............................. -- --
John M. Lummis (13)......................... 2,000 *
Howard H. Newman (3)........................ -- --
Scott E. Pardee............................. 600 *
John C. Sweeney (13)........................ -- --
David A. Tanner (3)......................... -- --
All executive officers and directors of
the Company (12 persons)................... 1,386,785 8.1

- -------------------
* Less than 1%

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

(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 WPI 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 4,442,002 shares of Common Stock of USF&G Corporation, 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) Includes 165,052 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable.

(8) Includes 43,786 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable.

(9) Includes 22,919 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable.

(10) Includes 37,099 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable.

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(11) Includes 23,035 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable.

(12) Mr. Greene is the Deputy Treasurer-Insurance of General Electric Company
and Mr. Igou is a Vice President-Investment Analyst for GEIC. Messrs.
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.

(13) Mr. Lummis is the Vice President-Business Development for USF&G
Corporation, the parent company of USF&G, and Mr. Sweeney is the Senior
Vice President and Chief Investment Officer for USF&G Corporation. Messrs.
Lummis and Sweeney disclaim "beneficial ownership" within the meaning of
Rule 13d-3 under the Exchange Act of the Full Voting Common Shares owned by
USF&G.


Shareholders Agreement

WPI, 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 which provides them 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.

Pursuant to the terms of the Shareholders Agreement, the Board presently
consists of three members designated by WPI (the "WPI Directors"), one member
designated by PT Investments (the "PT Investments Director"), one member
designated by GE Insurance (the "GE Insurance Director") and one member
designated by USF&G (the "USF&G Director").

At such time as WPI owns less than 3,706,146 Common Shares, but at least
1,853,073 Common Shares, the number of directors that WPI shall be entitled to
nominate shall be reduced to two and, in the event that there are more than two.
At such time as WPI owns less than 1,853,073 Common Shares, but at least 741,229
Common Shares, the number of directors that WPI shall be entitled to nominate
shall be reduced to one. At such time as any one of WPI, 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.

-9-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Transactions with USF&G and GEI

The Company has in force several reinsurance treaties with 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 with USF&G, subsidiaries of USF&G and
affiliates of GEI 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, 1996, the Company received approximately $4.7 million and $23.2
million in reinsurance premiums and deposits from subsidiaries of USF&G and
affiliates of GEI, respectively.


Investment Advisory Agreements

Reinsurance has entered into Investment Advisory Agreements with each of
Warburg, Pincus Counsellors Bermuda ("Counsellors"), an affiliate of WPI, and GE
Investment Management Incorporated ("GE Investment Management"), an affiliate of
GEI. Counsellors and GE Investment Management each manage independently
approximately 40% of Reinsurance's investment portfolio, all subject to
Reinsurance's investment guidelines. The terms of the Investment Advisory
Agreements were determined in arms' length negotiations. The performance of, and
the fees paid to, Counsellors and GE Investment Management under the Investment
Advisory Agreements are reviewed periodically by the Investment Committee of the
Board. Such fees paid to Counsellors and GE Investment Management aggregated
$0.5 million and $0.6 million, respectively, for the year ended December 31,
1996.


Loan and Pledge Agreements

In connection with an equity recapitalization of the Company in March 1995
(the "1995 Recapitalization"), the Company amended and restated the Incentive
Plan, issued an aggregate of 787,500 restricted Full Voting Common Shares (the
"Restricted Shares") to Messrs. Stanard, Currie, Hynes, Riker and Eklund
(collectively, "Management") thereunder and entered into loan and pledge
agreements with each of the members of Management to assist them in meeting
their respective income tax obligations relating to their receipt of such Full
Voting Common Shares. As of December 31, 1996, the outstanding principal amount
of each such loan is $2,674,554 for Mr. Stanard, $576,058 for Mr. Currie,
$205,735 for Mr. Eklund, and $329,176 for Mr. Riker. During 1995, Mr. Hynes
repaid the entire amount of the loan provided to him, plus accrued interest to
the repayment date. The loans are nonrecourse and currently bear interest at a
rate of 6.5% per annum. Interest accrues annually and is payable at maturity,
which is the earlier of seven years from the date the loans were made or the
date the executive's employment terminates. Each of Management's loans are
secured by 232,570 Common Shares held by Mr. Stanard; 50,092 Common Shares held
by Mr. Currie; 17,890 Common Shares held by Mr. Eklund and 28,624 Common Shares
held by Mr. Riker, as applicable.


The Repurchase; The Tender Offer

On December 16, 1996, the Company announced a plan to return $100 million
of capital to its shareholders through the Repurchase and the Tender Offer (as
defined below). On December 13, 1996, the Company repurchased for cancellation
an aggregate of 2,085,361 Full Voting Common Shares (the "Repurchase") from the
Investors on a pro rata basis at a price of $34.50 per share for an aggregate

-10-

purchase price of approximately $71.9 million as follows: 1,009,838 shares from
WPI; 360,656 shares from GE Pension Trust; 360,656 shares from GE Investment;
and 354,211 shares from USF&G. On December 23, 1996, the Company commenced an
offer to purchase for cancellation from tendering shareholders an aggregate of
up to 813,190 Common Shares (the "Tender Offer") at a price of $34.50 per share,
net to the seller in cash, for an aggregate purchase price of approximately
$28.1 million. The Tender Offer expired as scheduled at midnight, New York City
time, on January 22, 1997, and was oversubscribed. Following the expiration of
the Tender Offer and the determination of the final proration factor, the
Company purchased an aggregate of 813,190 Common Shares for cancellation from
tendering shareholders. None of Management (as defined below) or the Investors
participated in the Tender Offer.


The 1996 Recapitalization

On December 23, 1996, the Company held a Special General Meeting of
Shareholders to approve, among other things, an amendment to 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 DVI Shares and (ii) 1,639,641 DVII
Shares, which were issued pursuant to the approval of the Board to certain
shareholders of the Company in exchange for an equal number of Full Voting
Common Shares held by such shareholders on a one-for-one basis (the "1996
Recapitalization").


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 two 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 the 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 New York Stock
Exchange. 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.

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 RenaissanceRe Holdings Ltd. Non-Employee Director Stock Plan (the "Non-
Employee Director Plan"). The Company will file, subject to approval of the
Incentive Plan Proposal by the requisite affirmative shareholder vote at the
Annual Meeting, an amended registration statement on Form S-8 registering for
sale under the Securities Act an additional 1,787,500 Full Voting Common Shares
available for issuance pursuant to the Incentive Plan, as amended.

-11-

BOARD OF DIRECTORS; BOARD COMMITTEES


Board of Directors Meetings; Board Committee Meetings

During 1996, the Board met nine times, the Executive Committee (which no
longer exists) did not meet, the Audit Committee met three times, the Investment
Committee met two times, and the Compensation Committee met two times. Each of
the Company's Directors attended at least 75% of the total number of meetings of
the Board and Committees on which he served, with the exception of Mr. Lee, who
missed four meetings of the Board.


Audit Committee

The Audit Committee of the Board presently consists of Messrs. Bahr,
Cooper, Lee, Lummis 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, Lummis 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,
Pardee, Stanard, Sweeney and Tanner and has the authority to establish
investment policies and the responsibility for oversight of investment managers
of the Company's investment portfolio.


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 due 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 1995 fiscal year. Based upon the Company's review of copies of
such reports furnished to it, the Company believes that during the 1996 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, subject to the exceptions set forth below.

GE Pension Trust and GE Investment did not file Reports of Changes in
Beneficial Ownership of Securities on Form 4 in connection with the Repurchase
and certain events occurring in connection with the 1996 Recapitalization. Each
of GE Pension Trust and GE Investment filed Annual Statements of Changes in
Beneficial Ownership an Form 5 reporting such events an February 15, 1997.

-12-

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 Sub-Committee of
the Board. The Sub-Committee also administers the Incentive Plan, under which
the 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 such Plan are in the sole discretion of
the Sub-Committee.

The Company engaged the services of Sibson & Company, independent
consultants on executive compensation, during 1996 to review the executive
compensation program and make recommendations to the Compensation Committee
regarding the design and guiding principles of the program.

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. 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.

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 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 excellent 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.

-13-

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
John M. Lummis
Howard H. Newman


Performance Graph

The following graph compares the cumulative return on the Common Shares
during the fiscal periods ended December 31, 1995 and 1996 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, 1996, 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, 1996. As depicted in the graph
below, during this period, the cumulative total return (1) for the Common Shares
was 156.7%, (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 151.6%.

-14-

COMPARISON OF CUMULATIVE TOTAL RETURN

[GRAPH APPEARS HERE]