REGISTRATION RIGHTS AGREEMENT

EXHIBIT 4.4

CONFORMED COPY


REGISTRATION RIGHTS AGREEMENT


This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
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entered into as of March 7, 1997 among RENAISSANCERE HOLDINGS LTD., a company
organized under the laws of Bermuda (the "Company"), RENAISSANCERE CAPITAL
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TRUST, a statutory business trust formed under the laws of the State of Delaware
(the "Trust"), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("Merrill
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Lynch"), SALOMON BROTHERS INC ("Salomon")(the "Initial Purchasers").
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W I T N E S S E T H :
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WHEREAS, this Agreement is made pursuant to the Purchase Agreement dated
March 4, 1997 (the "Purchase Agreement"), among the Company, as issuer of the
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Series A 8.54% Junior Subordinated Deferrable Interest Debentures due March 1,
2027 (the "Subordinated Debentures"), the Trust and the Initial Purchasers,
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which provides for, among other things, the sale by the Trust to the Initial
Purchasers of 100,000 of the Trust's Series A 8.54% Capital Securities,
liquidation amount $1,000 per Capital Security (the "Capital Securities"), the
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net proceeds of which will be used by the Trust to purchase Subordinated
Debentures (the Capital Securities, together with the Subordinated Debentures
and the Company's guarantee of the Capital Securities (the "Capital Securities
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Guarantee") are collectively referred to herein as the "Securities");
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WHEREAS, in order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Trust have agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement;

WHEREAS, the execution and delivery of this Agreement is a condition to
the closing under the Purchase Agreement;

NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following capitalized defined
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terms shall have the following meanings:

"Advice" shall have the meaning set forth in the last paragraph of Section 3
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hereof.

"Applicable Period" shall have the meaning set forth in Section 3(t) hereof.
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"Business Day" means any day other than a Saturday, a Sunday, or a day on
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which banking institutions in the City of New York are authorized or required by
law or executive order to close.

"Closing Time" shall mean the Closing Time as defined in the Purchase
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Agreement.

"Company" shall have the meaning set forth in the preamble to this Agreement
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and also includes the Company's successors and permitted assigns.

"Declaration" or "Declaration of Trust" shall mean the Amended and Restated
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Declaration of Trust, dated as of March 7, 1997, by the trustees named therein
and the Company as sponsor.

"Depositary" shall mean The Depository Trust Company, or any other depositary
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appointed by the Trust; provided, however, that such depositary must have an
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address in the Borough of Manhattan, in The City of New York.

"Distribution" shall have the meaning set forth in the Declaration.
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"Effectiveness Period" shall have the meaning set forth in Section 2(b)
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hereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from
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time to time.

"Exchange Offer" shall mean the offer by the Company and the Trust to the
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Holders to exchange all of the Registrable Securities (other than Private
Exchange Securities) for a like principal amount of Exchange Securities pursuant
to Section 2(a) hereof.

"Exchange Offer Registration" shall mean a registration under the Securities
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Act effected pursuant to Section 2(a) hereof.

"Exchange Offer Registration Statement" shall mean an exchange offer
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registration statement on Form S-4 under the Securities Act (or, if applicable,
on another appropriate form), and all amendments and supplements to such
registration statement, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein.

"Exchange Period" shall have the meaning set forth in Section 2(a) hereof.
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"Exchange Securities" shall mean (i) with respect to the Subordinated
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Debentures, the Series B 8.54% Junior Subordinated Deferrable Interest
Debentures due March 1, 2027 (the "Exchange Debentures") containing terms
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identical to the Subordinated Debentures (except that they will not contain
terms with respect to the transfer restrictions under the Securities Act, will
not require transfers thereof to be in minimum blocks of $100,000 principal
amount and integral multiples of $1,000 in excess thereof and will not provide
for any increase in the interest rate thereon), (ii) with respect to the Capital
Securities, the Trust's Series B 8.54% Capital Securities, liquidation amount
$1,000 per Capital Security (the "Exchange Capital Securities") which will have
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terms identical to the Capital Securities (except they will not contain terms
with respect to transfer restrictions under the Securities Act, will not require
transfers thereof to be in minimum blocks of $100,000 liquidation amount and
integral multiples of $1,000 in excess thereof and will

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not provide for any increase in the Distribution rate thereon) and (iii) with
respect to the Capital Securities Guarantee, the Company's guarantee (the
"Exchange Capital Securities Guarantee") of the Exchange Capital Securities
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which will have terms identical to the Capital Securities Guarantee.

"Holder" shall mean each Initial Purchaser, for so long as it owns any
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Registrable Securities, and each of its respective successors, assigns and
direct and indirect transferees who become registered owners of Registrable
Securities under the Indenture or Declaration of Trust.

"Indenture" shall mean the Indenture relating to the Subordinated Debentures
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and the Exchange Debentures dated as of March 7, 1997 among the Company, as
issuer, and The Bank of New York, as trustee, as the same may be amended from
time to time in accordance with the terms thereof.

"Initial Purchasers" shall have the meaning set forth in the preamble to this
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Agreement.

"Inspectors" shall have the meaning set forth in Section 3(n) hereof.
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"Issue Date" shall mean the date of original issuance of the Securities.
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"Liquidated Damages" shall have the meaning set forth in Section 2(e) hereof.
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"Majority Holders" shall mean the Holders of a majority of the aggregate
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liquidation amount of outstanding Capital Securities.

"Participating Broker-Dealer" shall have the meaning set forth in Section 3(t)
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hereof.

"Person" shall mean an individual, partnership, corporation, trust or
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unincorporated organization, limited liability Company, or a government or
agency or political subdivision thereof.

"Private Exchange" shall have the meaning set forth in Section 2(a) hereof.
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"Private Exchange Securities" shall have the meaning set forth in Section 2(a)
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hereof.

"Prospectus" shall mean the prospectus included in a Registration Statement,
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including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including posteffective amendments,
and in each case including all material incorporated by reference therein.

"Purchase Agreement" shall have the meaning set forth in the preamble to this
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Agreement.

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"Records" shall have the meaning set forth in Section 3(n) hereof.
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"Registrable Securities" shall mean the Securities and, if issued, the Private
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Exchange Securities; provided, however, that Securities or Private Exchange
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Securities, as the case may be, shall cease to be Registrable Securities when
(i) a Registration Statement with respect to such Securities or Private Exchange
Securities for the exchange or resale thereof, as the case may be, shall have
been declared effective under the Securities Act and such Securities or Private
Exchange Securities, as the case may be, shall have been disposed of pursuant to
such Registration Statement, (ii) such Securities or Private Exchange
Securities, as the case may be, shall have been sold to the public pursuant to
Rule 144(k) (or any similar provision then in force, but not Rule 144A) under
the Securities Act, (iii) such Securities or Private Exchange Securities, as the
case may be, shall have ceased to be outstanding or (iv) with respect to the
Securities, such Securities have been exchanged for Exchange Securities upon
consummation of the Exchange Offer and are thereafter freely transferrable by
the holder thereof (other than an affiliate of the Company).

"Registration Default" shall have the meaning set forth in Section 2(e)
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hereof.

"Registration Expenses" shall mean any and all expenses incident to
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performance of or compliance by the Company and the Trust with this Agreement,
including without limitation: (i) all SEC or National Association of Securities
Dealers, Inc. (the "NASD") registration and filing fees, including, if
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applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any Holder of Registrable
Securities in accordance with the rules and regulations of the NASD, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities) and compliance with the rules of
the NASD, (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, and in
preparing or assisting in preparing, printing and distributing any underwriting
agreements, securities sales agreements and other documents relating to the
performance of and compliance with this Agreement, (iv) all rating agency fees,
(v) the fees and disbursements of counsel for the Company and of the independent
certified public accountants of the Company, including the expenses of any "cold
comfort" letters required by or incident to such performance and compliance,
(vi) the fees and expenses of the Trustee, and any exchange agent or custodian
and (vii) the reasonable fees and expenses of any special experts retained by
the Company in connection with any Registration Statement.

"Registration Statement" shall mean any registration statement of the Company
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and the Trust which covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

"Rule 144(k) Period" shall mean the period of three years (or such shorter
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period as may hereafter be referred to in Rule 144(k) under the Securities Act
(or similar successor rule)) commencing on the Issue Date.

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"SEC" shall mean the Securities and Exchange Commission.
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"Securities" shall have the meaning set forth in the preamble to this
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Agreement.

"Securities Act" shall mean the Securities Act of 1933, as amended from time
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to time.

"Shelf Registration" shall mean a registration effected pursuant to Section
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2(b) hereof.

"Shelf Registration Event" shall have the meaning set forth in Section 2(b)
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hereof.

"Shelf Registration Event Date" shall have the meaning set forth in Section
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2(b) hereof.

"Shelf Registration Statement" shall mean a "shelf" registration statement of
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the Company and the Trust pursuant to the provisions of Section 2(b) hereof
which covers all of the Registrable Securities or all of the Private Exchange
Securities, as the case may be, on an appropriate form under Rule 415 under the
Securities Act, or any similar successor rule that may be adopted by the SEC,
and all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

"TIA" shall have the meaning set forth in Section 3(1) hereof.
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"Trustees" shall mean any and all trustees with respect to (i) the Capital
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Securities under the Declaration, (ii) the Subordinated Debentures under the
Indenture and (iii) the Capital Securities Guarantee.

2. Registration Under the Securities Act.
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(a) Exchange Offer. To the extent not prohibited by any applicable
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law or applicable interpretation of the staff of the SEC, the Company and the
Trust shall, for the benefit of the Holders, at the Company's cost (i) cause to
be filed with the SEC within 150 days after the Issue Date an Exchange Offer
Registration Statement covering the Exchange Offer, (ii) use its reasonable best
efforts to cause such Exchange Offer Registration Statement to be declared
effective under the Securities Act by the SEC not later than the date which is
180 calendar days after the Issue Date, and (iii) use its reasonable best
efforts to keep such Exchange Offer Registration Statement effective for not
less than 30 calendar days (or longer if required by applicable law) after the
date notice of the Exchange Offer is mailed to the Holders. Upon the
effectiveness of the Exchange Offer Registration Statement, the Company and the
Trust shall promptly commence the Exchange Offer, it being the objective of such
Exchange Offer to enable each Holder eligible and electing to exchange
Registrable Securities for a like principal amount of Exchange Debentures or a
like liquidation amount of Exchange Capital Securities, together with the
Exchange Guarantee, as applicable (assuming that such Holder is not an affiliate
of the Company within the meaning of Rule 405 under the Securities Act and is
not a broker-dealer tendering Registrable Securities acquired directly from the
Company for its own account, acquires the Exchange Securities in the ordinary
course of such Holder's business and has no arrangements

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or understandings with any Person to participate in the Exchange Offer for the
purpose of distributing the Exchange Securities) to transfer such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and under state securities or blue sky laws.

In connection with the Exchange Offer, the Company and the Trust shall:

(i) mail or cause to be mailed to each Holder a copy of the Prospectus
forming part of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;

(ii) keep the Exchange Offer open for acceptance for a period of not
less than 30 days after the date notice thereof is mailed to the Holders (or
longer if required by applicable law) (such period referred to herein as the
"Exchange Period");
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(iii) utilize the services of the Depositary for the Exchange Offer;

(iv) permit Holders to withdraw tendered Securities at any time prior to
the close of business, New York City time, on the last Business Day of the
Exchange Period, by sending to the institution specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Securities delivered for exchange, and a
statement that such Holder is withdrawing his election to have such Securities
exchanged;

(v) notify each Holder that any Security not tendered by such Holder in
the Exchange Offer will remain outstanding and continue to accrue interest or
accumulate distributions, as the case may be, but will not retain any rights
under this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and

(vi) otherwise comply in all material respects with all applicable laws
relating to the Exchange Offer.

If any Initial Purchaser determines upon the advice of its outside
counsel experienced in such matters that it is not eligible to participate in
the Exchange Offer with respect to the exchange of Securities constituting any
portion of an unsold allotment in the initial distribution, as soon as
practicable upon receipt by the Company and the Trust of a written request from
such Initial Purchaser, the Company and the Trust, as applicable, shall issue
and deliver to such Initial Purchaser in exchange (the "Private Exchange") for
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the Securities held by such Initial Purchaser, a like liquidation amount of
Capital Securities of the Trust, together with the Exchange Guarantee, or a like
principal amount of the Subordinated Debentures of the Company, as applicable,
that are identical (except that such securities may bear a customary legend with
respect to restrictions on transfer pursuant to the Securities Act) to the
Exchange Securities (the "Private Exchange Securities") and which are issued
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pursuant to the Indenture, the Declaration or the Guarantee (which provides that
the Exchange Securities will not be subject to the transfer restrictions set
forth in the Indenture or the Declaration, as applicable, and that the Exchange
Securities, the Private Exchange Securities and the Securities will vote and
consent together on all matters as one class and that neither the Exchange
Securities, the Private Exchange Securities nor the Securities will have the
right to vote or consent as a separate class on any matter). The Private
Exchange Securities shall be of the same series as the Exchange Securities and
the

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Company and the Trust will seek to cause the CUSIP Service Bureau to issue the
same CUSIP Numbers for the Private Exchange Securities as for the Exchange
Securities issued pursuant to the Exchange Offer.

As soon as practicable after the consummation of the Exchange Offer and,
if applicable, the Private Exchange, the Company and the Trust, as the case
requires, shall:

(i) accept for exchange all Securities tendered and not validly
withdrawn pursuant to the Exchange Offer or the Private Exchange;

(ii) deliver, or cause to be delivered, to the applicable Trustee for
cancellation all Securities or portions thereof so accepted for exchange by the
Company; and

(iii) issue, and cause the applicable Trustee under the Indenture, the
Declaration or the Guarantee, as applicable, to promptly authenticate and
deliver to each Holder, new Exchange Securities or Private Exchange Securities,
as applicable, equal in principal amount to the principal amount of the
Subordinated Debentures or equal in liquidation amount to the liquidation amount
to the Capital Securities (together with the guarantee thereof) as are
surrendered by such Holder.

Distributions on each Exchange Capital Security and interest on each
Exchange Debenture and Private Exchange Security issued pursuant to the Exchange
Offer and in the Private Exchange will accrue from the last date on which a
Distribution or interest was paid on the Capital Security or the Subordinated
Debenture surrendered in exchange therefore or, if no Distribution or interest
has been paid on such Capital Security or Subordinated Debenture, from the Issue
Date. To the extent not prohibited by any law or applicable interpretation of
the staff of the SEC, the Company and the Trust shall use their reasonable best
efforts to complete the Exchange Offer as provided above, and shall comply in
all material respects with the applicable requirements of the Securities Act,
the Exchange Act and other applicable laws in connection with the Exchange
Offer. The Exchange Offer shall not be subject to any conditions, other than
that the Exchange Offer does not violate applicable law or any applicable
interpretation of the staff of the SEC. Each Holder of Registrable Securities
who wishes to exchange such Registrable Securities for Exchange Securities in
the Exchange Offer will be required to make certain customary representations in
connection therewith, including, in the case of any Holder of Capital
Securities, representations that (i) it is not an affiliate of the Trust or the
Company, (ii) the Exchange Securities to be received by it were acquired in the
ordinary course of its business and (iii) at the time of the Exchange Offer, it
has no arrangement with any person to participate in the distribution (within
the meaning of the Securities Act) of the Exchange Capital Securities. The
Company and the Trust shall inform the Initial Purchasers, after consultation
with the Trustee, of the names and addresses of the Holders to whom the Exchange
Offer is made, and the Initial Purchasers shall have the right to contact such
Holders and otherwise facilitate the tender of Registrable Securities in the
Exchange Offer.

Upon consummation of the Exchange Offer in accordance with this Section
2(a), the provisions of this Agreement shall continue to apply, mutatis
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mutandis, solely with respect to Registrable Securities that are Private
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Exchange Securities and Exchange Securities held by Participating Broker-
Dealers, and the Company and the Trust shall have no further obligation to

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register the Registrable Securities (other than Private Exchange Securities)
pursuant to Section 2(b) of this Agreement.

(b) Shelf Registration. If, because of any change in law or in the
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applicable interpretations of the staff of the SEC, the Company and the Trust
are not permitted to effect the Exchange Offer on the terms set forth herein, or
if for any reason the Exchange Offer Registration Statement is not declared
effective within 180 days of the Issue Date, or (1) upon the request of the
Initial Purchasers, (2) if the Company shall receive an opinion of Willkie Farr
& Gallagher or other counsel experienced in such matters to the effect that
there is more than an insubstantial risk that consummation of the Exchange Offer
would result in interest payable to the Trust on the Subordinated Debentures
being not deductible by the Company for United States federal income tax
purposes, or (3) if in the reasonable opinion of Simpson Thacher & Bartlett or
other counsel experienced in such matters, pursuant to applicable law or
applicable interpretations of the staff of the SEC, the Initial Purchasers are
not permitted to participate in the Exchange Offer and thereby receive
securities that are freely transferrable without restriction under the
Securities Act and applicable blue sky or state securities laws (each such event
being a "Shelf Registration Event" and the date of occurrence thereof, the
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"Shelf Registration Event Date"), then in addition to or in lieu of effecting
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the registration of the Exchange Securities pursuant to the Exchange Offer
Registration Statement, the Administrative Trustees (as that term is defined in
the Declaration) on behalf of the Trust will (x) promptly deliver to the holders
and the Delaware Trustee (as that term is defined in the Declaration) written
notice thereof and (y) at the Company's sole expense, (a) as promptly as
practicable, file a shelf registration covering resales of the Registrable
Securities, (b) use their reasonable best efforts to cause the Shelf
Registration Statement to be declared effective under the Securities Act and (c)
use their reasonable best efforts to keep effective the Shelf Registration
Statement until the earlier of three years after the Issue Date (six months in
the case of a Shelf Registration Statement filed at the request of the Initial
Purchasers) or such time as all of the Registrable Securities have been sold
thereunder or otherwise cease to be Registrable Securities ("Effectiveness
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Period"). The Company will, in the event that a Shelf Registration Statement is
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filed, provide to each Holder a copy of the prospectus that is a part of the
Shelf Registration Statement, notify each such Holder when the Shelf
Registration Statement for the Registrable Securities has become effective and
take certain other actions as are required to permit unrestricted resales of the
Registrable Securities.

No Holder of Registrable Securities shall be entitled to include any of
its Registrable Securities in any Shelf Registration pursuant to this Agreement
unless and until such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder and furnishes to the
Company and the Trust in writing, within 15 days after receipt of a request
therefor, such information as the Company and the Trust may, after conferring
with counsel, reasonably request for inclusion in any Shelf Registration
Statement or Prospectus included therein. Each Holder as to which any Shelf
Registration is being effected agrees to furnish to the Company and the Trust
all information with respect to such Holder necessary to make the information
previously furnished to the Company by such Holder not materially misleading.

The Company and the Trust shall not permit any securities other than
Registrable Securities to be included in the Shelf Registration. The Company and
the Trust further agree, if necessary, to supplement or amend the Shelf
Registration Statement, if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf

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Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registrations, and the Company and the Trust
agree to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

(c) Expenses. The Company shall pay all Registration Expenses in
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connection with the registration pursuant to Section 2(a) or 2(b) hereof and
will reimburse the Initial Purchasers for the reasonable fees and disbursements
of Simpson Thacher & Bartlett, counsel for the Initial Purchasers, incurred in
connection with the Exchange Offer and, if applicable, the Private Exchange
Offer, and any one other counsel designated in writing by the Majority Holders
to act as counsel for the Holders of the Registrable Securities in connection
with a Shelf Registration Statement, which other counsel shall be reasonably
satisfactory to the Company. Except as expressly provided herein, each Holder
shall pay all expenses customarily borne by selling security holders in similar
transactions, including, without limitation, the fees and expenses of its
counsel, underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

(d) Effective Registration Statement. An Exchange Offer Registration
--------------------------------
Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided, however, that if,
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after it has been declared effective, the offering of Registrable Securities
pursuant to a Shelf Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, such Registration Statement will be deemed not to have been
effective during the period of such interference, until the offering of
Registrable Securities pursuant to such Registration Statement may legally
resume. The Company and the Trust will be deemed not to have used their
reasonable best efforts to cause the Exchange Offer Registration Statement or
the Shelf Registration Statement, as the case may be, to become, or to remain,
effective during the requisite period if either of them voluntarily take any
action that would result in any such Registration Statement not being declared
effective or in the Holders of Registrable Securities covered thereby not being
able to exchange or offer and sell such Registrable Securities during that
period unless such action is required by applicable law.

(e) Liquidated Damages and Additional Distributions. In the event that
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(i) (A) neither the Exchange Offer Registration Statement nor a Shelf
Registration Statement is filed with the SEC on or prior to the 150th day after
the Issue Date or (B) notwithstanding that the Company and the Trust have
consummated or will consummate an Exchange Offer, the Company and the Trust are
required to file a Shelf Registration Statement and such Shelf Registration
Statement is not filed on or prior to the date required by Section 2(b) hereof,
then commencing on the day after the applicable required filing date, (x) an
additional amount (being liquidated damages) shall accrue on the outstanding
principal amount of the Subordinated Debentures, and (y) additional
Distributions shall accumulate on the liquidation amount of the Capital
Securities, each at a rate of 0.25% per annum; or

(ii) (A) neither the Exchange Offer Registration Statement is
declared effective by the Commission on or prior to the 180th day after the
Issue Date nor a Shelf Registration Statement is declared effective by the SEC
on or prior to the later of the 30th day

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after the applicable required filing date or the 180th day after the Issue Date
or (B) notwithstanding that the Company and the Trust have consummated an
Exchange Offer, the Company and the Trust are required to file a Shelf
Registration Statement and such Shelf Registration Statement is not declared
effective by the SEC on or prior to the later of the 3Oth day after the date
such Shelf Registration Statement was required to be filed or the 180th day
after the Issue Date, then, commencing on the 181st day after the Issue Date
with respect to the Exchange Offer Registration Statement or the 31st day after
the applicable required filing date (or the 181st day after the Issue Date, if
later), (x) an additional amount (being liquidated damages) shall accrue on the
outstanding principal amount of the Subordinated Debentures, and (y) additional
distributions shall accumulate on the liquidation amount of the Capital
Securities, each at a rate of 0.25% per annum; or

(iii) (A) the Trust has not exchanged Exchange Capital
Securities for all Capital Securities or the Company has not exchanged Exchange
Guarantees or Exchange Subordinated Debentures for all Guarantees or
Subordinated Debentures validly tendered, in accordance with the terms of the
Exchange Offer on or prior to the 45th day after the date on which the Exchange
Offer Registration Statement was declared effective or (B) if applicable, the
Shelf Registration Statement has been declared effective and such Shelf
Registration Statement ceases to be available to a Holder of Registrable
Securities for use in connection with the sale of such Registrable Securities at
any time prior to the expiration of the Rule 144(k) Period (other than after
such time as all Capital Securities have been disposed of thereunder or
otherwise cease to be Registrable Securities), and such event continues for a
period exceeding 30 consecutive days or 90 days in any 360 day period whether or
not consecutive, then (x) an additional amount (being liquidated damages) shall
accrue on the outstanding principal amount of Subordinated Debentures, and (y)
additional distributions shall accumulate on the liquidation amount of the
Capital Securities, each at a rate of 0.25% per annum commencing on (i) the 31st
day after such effective date, in the case of (A) above, or (ii) the 31st
consecutive day or 91st day in any 360 day period following the day such Shelf
Registration Statement ceases to be available in the case of (B) above;

provided, however, that neither the additional amounts (being liquidated
- -------- -------
damages) on the Subordinated Debentures, nor the additional distribution rate on
the liquidation amount of the Capital Securities, may exceed in the aggregate
0.25% per annum; provided, further, however, that (1) upon the filing of the
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Exchange Offer Registration Statement or a Shelf Registration Statement (in the
case of clause (i) above), (2) upon the effectiveness of the Exchange Offer
Registration Statement or a Shelf Registration Statement (in the case of clause
(ii) above), or (3) upon the exchange of Exchange Capital Securities, Exchange
Guarantees and Exchange Subordinated Debentures for all Capital Securities,
Guarantees and Subordinated Debentures tendered (in the case of clause (iii)(A)
above), or upon the availability of the Shelf Registration Statement which had
ceased to remain available (in the case of clause (iii)(B) above), additional
amounts on the Subordinated Debentures, and additional distributions on the
liquidation amount of the Capital Securities as a result of such clause (or the
relevant subclause thereof), as the case may be, shall cease to accrue or
accumulate, as the case may be.

Any additional amounts and additional Distributions due pursuant to
Section 2(e)(i), (ii) or (iii) above (together "Liquidated Damages") will be
payable in cash on the next succeeding March 1 or September 1, Redemption Date
(as defined in the Indenture) or other date on which the principal on the
Subordinated Debentures becomes due and payable, as the case may

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be, to Holders on the relevant record dates for the payment of interest and
Distributions pursuant to the Indenture and the Declaration, respectively.

(f) Specific Enforcement. Without limiting the remedies available to
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the Holders, the Company and the Trust acknowledge that any failure by the
Company or the Trust to comply with its obligations under Section 2(a) and
Section 2(b) hereof may result in material irreparable injury to the Holders for
which there is no adequate remedy at law, that it would not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, any Holder may obtain such relief as may be required to specifically
enforce the Company's and the Trust's obligations under Section 2(a) and Section
2(b) hereof.

3. Registration Procedures. In connection with the obligations of the
-----------------------
Company and the Trust with respect to the Registration Statements pursuant to
Sections 2(a) and 2(b) hereof, the Company and the Trust shall:

(a) prepare and file with the SEC a Registration Statement or
Registration Statements as prescribed by Sections 2(a) and 2(b) hereof
within the relevant time period specified in Section 2 hereof on the
appropriate form under the Securities Act, which form (i) shall be selected
by the Company and the Trust, (ii) shall, in the case of a Shelf
Registration, be available for the sale of the Registrable Securities by
the selling Holders thereof and (iii) shall comply as to form in all
material respects with the requirements of the applicable form and include
all financial statements required by the SEC to be filed therewith; and use
its best efforts to cause such Registration Statement to become effective
and remain effective in accordance with Section 2 hereof; provided,
--------
however, that if (1) such filing is pursuant to Section 2(b), or (2) a
-------
Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange
Securities, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Company and the Trust shall furnish
to and afford the Holders of the Registrable Securities and each such
Participating Broker-Dealer, as the case may be, covered by such
Registration Statement, their counsel and the managing underwriters, if
any, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein
and all exhibits thereto) proposed to be filed. The Company and the Trust
shall not file any Registration Statement or Prospectus or any amendments
or supplements thereto in respect of which the Holders must be afforded an
opportunity to review prior to the filing of such document if the Majority
Holders or such Participating Broker-Dealer, as the case may be, their
counsel or the managing underwriters, if any, shall reasonably object;

(b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the Effectiveness Period or the
Applicable Period, as the case may be; and cause each Prospectus to be
supplemented, if so determined by the Company or the Trust or requested by
the SEC, by any required prospectus supplement and as so supplemented to be
filed pursuant to Rule 424 (or any similar provision then in force) under
the Securities Act, and comply with the provisions of the Securities Act,
the Exchange Act and the rules and regulations promulgated thereunder
applicable to it with

11

respect to the disposition of all securities covered by each Registration
Statement during the Effectiveness Period or the Applicable Period, as the
case may be, in accordance with the intended method or methods of
distribution by the selling Holders thereof described in this Agreement
(including sales by any Participating Broker-Dealer);

(c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities included in the Shelf Registration Statement, at
least three Business Days prior to filing, that a Shelf Registration
Statement with respect to the Registrable Securities is being filed and
advising such Holder that the distribution of Registrable Securities will
be made in accordance with the method selected by the Majority Holders; and
(ii) furnish to each Holder of Registrable Securities included in the Shelf
Registration Statement and to each underwriter of an underwritten offering
of Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter
may reasonably request, in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) consent to the use of
the Prospectus or any amendment or supplement thereto by each of the
selling Holders of Registrable Securities included in the Shelf
Registration Statement in connection with the offering and sale of the
Registrable Securities covered by the Prospectus or any amendment or
supplement thereto;

(d) in the case of a Shelf Registration, use its reasonable best
efforts to register or qualify the Registrable Securities under all
applicable state securities or "blue sky" laws of such jurisdictions by the
time the applicable Registration Statement is declared effective by the SEC
as any Holder of Registrable Securities covered by a Registration Statement
and each underwriter, if any, of an underwritten offering of Registrable
Securities shall reasonably request in writing in advance of such date of
effectiveness, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such Holder and underwriter, if
any, to consummate the disposition in each such jurisdiction of such
Registrable Securities owned by such Holder; provided, however, that the
-------- -------
Company and the Trust shall not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would
not otherwise be required to qualify but for this Section 3(d), (ii) file
any general consent to service of process in any jurisdiction where it
would not otherwise be subject to such service of process or (iii) subject
itself to taxation in any such jurisdiction if it is not then so subject;

(e) in the case of (1) a Shelf Registration or (2) Participating
Broker-Dealers from whom the Company has received prior written notice that
they will be utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in Section 3(t) hereof, are seeking to
sell Exchange Securities and are required to deliver Prospectuses, notify
each Holder of Registrable Securities, or such Participating Broker-
Dealers, as the case may be, their counsel and the managing underwriters,
if any, promptly and promptly confirm such notice in writing (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by
the SEC or any state securities authority for amendments and supplements to
a Registration Statement or Prospectus or for additional information after
the Registration Statement has become effective, (iii) of the issuance by
the SEC or any state securities authority of any stop order suspending the
effectiveness of

12

a Registration Statement or the qualification of the Registrable Securities
or the Exchange Securities to be offered or sold by any Participating
Broker-Dealer in any jurisdiction described in paragraph 3(d) hereof or the
initiation of any proceedings for that purpose, (iv) in the case of a Shelf
Registration, if, between the effective date of a Registration Statement
and the closing of any sale of Registrable Securities covered thereby, the
occurrence of any event or the failure of any event to occur, which would
make the representations and warranties of the Company and the Trust
contained in any purchase agreement, securities sales agreement or other
similar agreement, if any, cease to be true and correct in all material
respects (except for representations and warranties which speak only as of
the date of such agreements), and (v) of the occurrence of any event or the
failure of any event to occur or the discovery of any facts or otherwise,
during the Effectiveness Period which makes any statement made in such
Registration Statement or the related Prospectus untrue in any material
respect or which causes such Registration Statement or Prospectus to omit
to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, and
(vi) the Company and the Trust's reasonable determination that a post-
effective amendment to the Registration Statement would be appropriate;

(f) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement as soon as
possible;

(g) in the case of a Shelf Registration, furnish (upon written request)
to each Holder of Registrable Securities included within the coverage of
such Shelf Registration Statement, without charge, a conformed copy of each
Registration Statement relating to such Shelf Registration and any post-
effective amendment thereto (without documents incorporated therein by
reference or exhibits thereto, unless requested);

(h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of any certificates representing Registrable Securities to be sold
and not bearing any restrictive legends and in such denominations
(consistent with the provisions of the Indenture and the Declaration) and
registered in such names as the selling Holders or the underwriters may
reasonably request at least two Business Days prior to the closing of any
sale of Registrable Securities pursuant to such Shelf Registration
Statement;

(i) in the case of a Shelf Registration or an Exchange Offer
Registration, upon the occurrence of any circumstance contemplated by
Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, use its reasonable
best efforts to prepare a supplement or post-effective amendment to a
Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any report under the Exchange Act
or other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, such Prospectus will not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and to notify each Holder to
suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and each Holder hereby agrees to suspend the
sale of Securities pursuant to such Prospectus until the Company has
amended or supplemented such Prospectus to correct such misstatement or
omission and has furnished copies of the amended or supplemented

13

prospectus to such holder (or Participating Broker-Dealer, as the case may
be) or the Company has given notice that the sale of the Securities may be
resumed pursuant to the Prospectus without any such amendment or
supplement, as the case may be;

(j) in the case of a Shelf Registration, upon the filing of any
document which is to be incorporated by reference into a Registration
Statement or a Prospectus after the initial filing of a Registration
Statement, provide a reasonable number of copies of such document to the
Holders; and make such of the representatives of the Company and the Trust
as shall be reasonably requested by the Holders of Registrable Securities
or the Initial Purchasers on behalf of such Holders available for
discussion of such document;

(k) use its reasonable best efforts to obtain a CUSIP number for all
Exchange Capital Securities and the Capital Securities (and if the Trust
has made a distribution of the Subordinated Debentures to the Holders of
the Capital Securities, the Subordinated Debentures or the Exchange
Subordinated Debentures) as the case may be, not later than the effective
date of a Registration Statement, and provide the Trustee with printed
certificates for the Exchange Securities or the Registrable Securities, as
the case may be, in a form eligible for deposit with the Depositary to the
extent that such securities are so eligible);

(l) use its reasonable best efforts to cause the Indenture, the
Declaration, the Guarantee and the Exchange Guarantee to be qualified under
the Trust Indenture Act of 1939 (the "TIA") in connection with the
---
registration of the Exchange Securities or Registrable Securities, as the
case may be, and effect such changes to such documents as may be required
for them to be so qualified in accordance with the terms of the TIA and
execute, and use its reasonable best efforts to cause the relevant trustee
to execute, all documents as may be required to effect such changes, and
all other forms and documents required to be filed with the SEC to enable
such documents to be so qualified in a timely manner;

(m) in the case of a Shelf Registration, enter into such agreements
(including, if applicable, underwriting agreements) as are customary in
similar securities offerings and take all such other appropriate actions as
are reasonably requested in order to expedite or facilitate the
registration or the disposition of such Registrable Securities, and in such
connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an underwritten registration, if
requested in writing by (x) any Initial Purchaser, in the case where an
Initial Purchaser holds Securities acquired by it as part of its initial
distribution and (y) other Holders of Securities covered thereby: (i) make
such representations and warranties to Holders of such Registrable
Securities and the underwriters (if any), with respect to the business of
the Trust, the Company and its subsidiaries as then conducted and the
Registration Statement, Prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, as are
customarily made by issuers to underwriters in underwritten offerings, and
confirm the same if and when requested; (ii) use its reasonable best
efforts to obtain opinions of counsel to the Company and the Trust and
updates thereof (which may be in the form of a reliance letter) in form and
substance reasonably satisfactory to the managing underwriters (if any) and
the Holders of a majority in principal amount of the Registrable Securities
being sold, addressed to each selling Holder and the underwriters (if any)
covering the

14

matters customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by such underwriters
(it being agreed that the matters to be covered by such opinion may be
subject to customary qualifications and exceptions); (iii) use its
reasonable best efforts to obtain "cold comfort" letters and updates
thereof in form and substance reasonably satisfactory to the managing
underwriters, if any, from the independent certified public accountants of
the Company and the Trust (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company and the Trust
or of any business acquired by the Company and the Trust for which
financial statements and financial data are, or are required to be,
included in the Registration Statement), addressed to each of the
underwriters, if any, such letters to be in customary form and covering
matters of the type customarily covered in "cold comfort" letters in
connection with underwritten offerings and such other matters as reasonably
requested by such underwriters in accordance with Statement on Auditing
Standards No. 72; and (iv) if an underwriting agreement is entered into,
the same shall contain customary indemnification provisions and procedures
no less favorable than those set forth in Section 4 hereof (or such other
provisions and procedures reasonably acceptable to Holders of a majority in
aggregate principal amount of Registrable Securities covered by such
Registration Statement and the managing underwriters, if any) with respect
to all parties to be indemnified pursuant to said Section (including,
without limitation, such underwriters and selling Holders). The above
shall be done at each closing under such underwriting agreement, or as and
to the extent required thereunder;

(n) if (1) a Shelf Registration is filed pursuant to Section 2(b) or
(2) a Prospectus contained in an Exchange Offer Registration Statement
filed pursuant to Section 2(a) is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, make available for
inspection by any selling Holder of such Registrable Securities being sold,
or each such Participating Broker-Dealer, as the case may be, any
underwriter participating in any such disposition of Registrable
Securities, if any, and any attorney, accountant or other agent retained by
any such selling Holder or each such Participating Broker-Dealer, as the
case may be, or underwriter (collectively, the "Inspectors"), at the
----------
offices where normally kept, during reasonable business hours, all
financial and other records, pertinent corporate documents and properties
of the Trust, the Company and its subsidiaries (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise any
-------
applicable due diligence responsibilities, and cause the officers,
directors and employees of the Trust, the Company and its subsidiaries to
supply all relevant information in each case reasonably requested by any
such Inspector in connection with such Registration Statement provided,
--------
however, that the foregoing inspection and information gathering shall be
-------
coordinated on behalf of the Purchasers by the Representatives and on
behalf of the other parties, by one counsel designated by the
Representatives and on behalf of such other parties as described in Section
2(c) hereof. Records which the Company and the Trust determine, in good
faith, to be confidential and any records which they notify the Inspectors
are confidential shall not be disclosed by the Inspectors unless (i) the
disclosure of such Records is necessary to avoid or correct a material
misstatement or omission in such Registration Statement, (ii) the release
of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction or is necessary in connection with any
action, suit or proceeding or (iii) the information in such Records has
been made generally available to the public. Each selling Holder of such
Registrable

15

Securities and each such Participating Broker-Dealer will be required to
agree in writing that information obtained by it as a result of such
inspections shall be deemed confidential, shall not be communicated to any
third-party (other than its agents and affiliates (who shall also be
subject to the confidentiality requirements of this paragraph) on a "need-
to-know" basis) and shall not be used by it as the basis for any market
transactions in the securities of the Trust or the Company unless and until
such is made generally available to the public. Each selling Holder of such
Registrable Securities and each such Participating Broker-Dealer will be
required to further agree in writing that it will, upon learning that
disclosure of such Records is sought in a court of competent jurisdiction,
give notice to the Company and allow the Company at its expense to
undertake appropriate action to prevent disclosure of the Records deemed
confidential;

(o) comply in all material respects with all applicable rules and
regulations of the SEC so long as any provision of this Agreement shall be
applicable and make generally available to its security-holders earning
statements satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder (or any similar rule promulgated under the
Securities Act) no later than 45 days after the end of any 12-month period
(or 90 days after the end of any 12-month period if such period is a fiscal
year) (i) commencing at the end of any fiscal quarter in which Registrable
Securities are sold to underwriters in a firm commitment or best efforts
underwritten offering and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the
Company after the effective date of a Registration Statement, which
statements shall cover said 12-month periods;

(p) upon consummation of an Exchange Offer or a Private Exchange, if
requested in writing by a Trustee, use its reasonable best efforts to
obtain an opinion of counsel to the Company addressed to the Trustee for
the benefit of all Holders of Registrable Securities participating in the
Exchange Offer or the Private Exchange, as the case may be, and which
includes an opinion that (i) the Company and the Trust, as the case
requires, has duly authorized, executed and delivered the Exchange
Securities and Private Exchange Securities, and (ii) each of the Exchange
Securities or the Private Exchange Securities, as the case may be,
constitute a legal, valid and binding obligation of the Company or the
Trust, as the case requires, enforceable against the Company or the Trust,
as the case requires, in accordance with its respective terms (in each
case, with customary assumptions, qualifications and exceptions);

(q) if an Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Securities by Holders to the Company or
the Trust, as applicable (or to such other Person as directed by the
Company or the Trust, respectively), in exchange for the Exchange
Securities or the Private Exchange Securities, as the case may be, the
Company or the Trust, as applicable, shall mark, or cause to be marked, on
such Registrable Securities delivered by such Holders that such Registrable
Securities are being cancelled in exchange for the Exchange Securities or
the Private Exchange Securities, as the case may be; in no event shall such
Registrable Securities be marked as paid or otherwise satisfied;

(r) cooperate with each seller of Registrable Securities covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of

16

such Registrable Securities and their respective counsel in connection with
any filings required to be made with the NASD;

(s) take all other reasonable steps necessary to effect the
registration of the Registrable Securities covered by a Registration
Statement contemplated hereby;

(t) (A) in the case of an Exchange Offer Registration Statement (i)
include in such Exchange Offer Registration Statement a section entitled
"Plan of Distribution," which section shall be reasonably acceptable to the
Initial Purchasers or another representative of the Participating Broker-
Dealers, if any, and which shall contain a summary statement of the
positions taken or policies made by the staff of the SEC with respect to
the potential "underwriter" status of any broker-dealer (a "Participating
-------------
Broker-Dealer") that holds Registrable Securities acquired for its own
-------------
account as a result of market-making activities or other trading activities
and that will be the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Securities to be received by such broker-dealer
in the Exchange Offer, whether such positions or policies have been
publicly disseminated by the staff of the SEC or such positions or
policies, in the reasonable judgment of the Initial Purchasers or such
other representative, represent the prevailing views of the staff of the
SEC, including a statement that any such broker-dealer who receives
Exchange Securities for Registrable Securities pursuant to the Exchange
Offer may be deemed a statutory underwriter and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities, (ii) furnish to each Participating
Broker-Dealer who has delivered to the Company the notice referred to in
Section 3(e), without charge, as many copies of each Prospectus included in
the Exchange Offer Registration Statement, including any preliminary
prospectus, and any amendment or supplement thereto, as such Participating
Broker-Dealer may reasonably request in writing (each of the Company and
the Trust hereby consents to the use of the Prospectus forming part of the
Exchange Offer Registration Statement or any amendment or supplement
thereto by any Person subject to the prospectus delivery requirements of
the Securities Act, including all Participating Broker-Dealers, in
connection with the sale or transfer of the Exchange Securities covered by
the Prospectus or any amendment or supplement thereto), (iii) use its
reasonable best efforts to keep the Exchange Offer Registration Statement
effective and to amend and supplement the Prospectus contained therein in
order to permit such Prospectus to be lawfully delivered by all Persons
subject to the prospectus delivery requirements of the Securities Act for
such period of time as such Persons must comply with such requirements
under the Securities Act and applicable rules and regulations in order to
resell the Exchange Securities; provided, however, that such period shall
-------- -------
not be required to exceed 180 days (or such longer period if extended
pursuant to the last sentence of Section 3 hereof) (the "Applicable
----------
Period"), and (iv) include in the transmittal letter or similar
------
documentation to be executed by an exchange offeree in order to participate
in the Exchange Offer (x) the following provision:

"If the exchange offeree is a broker-dealer holding Registrable
Securities acquired for its own account as a result of market-making
activities or other trading activities, it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any
resale of Exchange

17

Securities received in respect of such Registrable Securities pursuant
to the Exchange Offer";

and (y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, the broker-dealer will
not be deemed to admit that it is an underwriter within the meaning of the
Securities Act; and

(B) in the case of any Exchange Offer Registration Statement, the
Company and the Trust agree to deliver to the Initial Purchasers or to
another representative of the Participating Broker-Dealers, if requested in
writing by any such Initial Purchasers or such other representative of the
Participating Broker-Dealers, on behalf of the Participating Broker-Dealers
upon consummation of the Exchange Offer (i) an opinion of counsel in form
and substance reasonably satisfactory to the Initial Purchasers or such
other representative of the Participating Broker-Dealers, covering the
matters customarily covered in opinions requested in connection with
Exchange Offer Registration Statements and such other matters as may be
reasonably requested (it being agreed that the matters to be covered by
such opinion may be subject to customary qualifications and exceptions),
(ii) an officers' certificate containing certifications substantially
similar to those set forth in Section 5(g) of the Purchase Agreement and
such additional certifications as are customarily delivered in a public
offering of debt securities and (iii) as well as upon the effectiveness of
the Exchange Offer Registration Statement, a comfort letter, in each case,
in customary form if permitted by Statement on Auditing Standards No. 72.

The Company or the Trust may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the
Company or the Trust, as applicable, such information regarding such seller as
may be required by the staff of the SEC to be included in a Registration
Statement. Neither the Company nor the Trust shall have any obligation to
register under the Securities Act the Registrable Securities of a seller who so
fails to furnish such information.

(u) In the case of (1) a Shelf Registration Statement or (2)
Participating Broker-Dealers who have notified the Company and the Trust that
they will be utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in Section 3(t) hereof, are seeking to sell
Exchange Securities and are required to deliver Prospectuses each Holder agrees
that, upon receipt of any notice from the Company or the Trust of the happening
of any event of the kind described in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or
3(e)(vi) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(i) hereof or until it is advised in writing (the "Advice") by the
------
Company and the Trust that the use of the applicable Prospectus may be resumed,
and, if so directed by the Company and the Trust, such Holder will deliver to
the Company or the Trust (at the Company's or the Trust's expense, as the case
requires) all copies in such Holder's possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities or Exchange Securities, as the case may be, current at
the time of receipt of such notice. If the Company or the Trust shall give any
such notice to suspend the disposition of Registrable Securities or Exchange
Securities, as the case may be, pursuant to a Registration Statement, the
Company and the Trust shall use their reasonable best efforts to file and have

18

declared effective (if an amendment) as soon as practicable an amendment or
supplement to the Registration Statement and shall extend the period during
which such Registration Statement shall be maintained effective pursuant to this
Agreement by the number of days in the period from and including the date of the
giving of such notice to and including the date when the Company and the Trust
shall have made available to the Holders (x) copies of the supplemented or
amended Prospectus necessary to resume such dispositions or (y) the Advice.

The parties agree that, notwithstanding any provision in this Section 3 with
respect to notice to be provided by the Company upon the occurrence of certain
specified events, the Company shall not be required to disclose in any such
notice circumstances giving rise to or surrounding such specified events to the
extent that such disclosure would, in the reasonable judgment of the Board of
Directors and/or the executive officers of the Company, violate applicable law,
including the fiduciary duties of Board members or executive officers.


4. Indemnification and Contribution. (a) In connection with any
--------------------------------
Registration Statement, the Company and the Trust shall, jointly and severally,
indemnify and hold harmless each Initial Purchaser, each Holder, each
underwriter who participates in an offering of the Registrable Securities, each
Participating Broker-Dealer, each Person, if any, who controls any of such
parties within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act and each of their respective directors, officers, employees and
agents, as follows:

(i) from and against any and all loss, liability, claim, damage and
expense whatsoever, joint or several, as incurred, arising out of any
untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement (or any amendment thereto), covering
Registrable Securities or Exchange Securities, including all documents
incorporated therein by reference, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in any
Prospectus (or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading;

(ii) from and against any and all loss, liability, claim, damage and
expense whatsoever, joint or several, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any investigation
or proceeding by any court or governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission, if such
settlement is effected with the prior written consent of the Company; and

(iii) from and against any and all expenses whatsoever, as incurred
(including reasonable fees and disbursements of counsel chosen by such
Holder, such Participating Broker-Dealer, or any underwriter (except to the
extent otherwise expressly provided in Section 4(b) hereof)), reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any court or governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue

19

statement or omission, or any such alleged untrue statement or omission, to
the extent that any such expense is not paid under subparagraph (i) or (ii)
of this Section 4(a);

provided, however, that (i) this indemnity does not apply to any loss,
- -------- -------
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with information furnished in writing to the Company or
the Trust by such Holder, such Participating Broker-Dealer or any underwriter
with respect to such Holder, Participating Broker-Dealer or any underwriter, as
the case may be, expressly for use in the Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto)
and (ii) the Company and the Trust shall not be liable to any such Holder,
Participating Broker-Dealer, any underwriter or controlling person, with respect
to any untrue statement or alleged untrue statement or omission or alleged
omission in any preliminary Prospectus to the extent that any such loss,
liability, claim, damage or expense of any Holder, Participating Broker-Dealer,
any underwriter or controlling person results from the fact that such Holder,
any underwriter or Participating Broker-Dealer sold Securities to a person to
whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the final Prospectus as then amended or supplemented if the
Company had previously furnished copies thereof to such Holder, underwriter or
Participating Broker-Dealer and the loss, liability, claim, damage or expense of
such Holder, underwriter, Participating Broker-Dealer or controlling person
results from an untrue statement or omission of a material fact contained in the
preliminary Prospectus which was corrected in the final Prospectus. Any amounts
advanced by the Company or the Trust to an indemnified party pursuant to this
Section 4 as a result of such losses shall be returned to the Company or the
Trust if it shall be finally determined by such a court in a judgment not
subject to appeal or final review that such indemnified party was not entitled
to indemnification by the Company or the Trust.

(b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Trust, any underwriter and the other selling
Holders and each of their respective directors, officers (including each officer
of the Company and the Trust who signed the Registration Statement), employees
and agents and each Person, if any, who controls the Company, the Trust, any
underwriter or any other selling Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
loss, liability, claim, damage and expense whatsoever described in the indemnity
contained in Section 4(a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company or the Trust by such selling Holder with
respect to such Holder expressly for use in the Registration Statement (or any
amendment thereto), or any such Prospectus (or any amendment or supplement
thereto); provided, however, that, in the case of Shelf Registration Statement,
-------- -------
no such Holder shall be liable for any amount hereunder in excess of the amount
by which the net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Shelf Registration Statement exceeds the amount of
any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.

(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, enclosing a copy of all papers properly
served on such indemnified party, but failure to so notify

20

an indemnifying party shall not relieve such indemnifying party from any
liability which it may have under this Section 4, except to the extent that it
is materially prejudiced by such failure. An indemnifying party may participate
at its own expense in the defense of such action. If an indemnifying party so
elects within a reasonable time after receipt of such notice, an indemnifying
party, severally or jointly with any other indemnifying parties receiving such
notice, may assume the defense of such action with counsel chosen by it and
reasonably acceptable to the indemnified parties defendant in such action,
provided, however, that if (i) representation of such indemnified party by the
- -------- -------
same counsel would present a conflict of interest or (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and any such indemnified party
reasonably determines that there may be legal defenses available to such
indemnified party which are different from or in addition to those available to
such indemnifying party, then in the case of clauses (i) and (ii) of this
Section 4(c) such indemnifying party and counsel for each indemnifying party or
parties shall not be entitled to assume such defense. If an indemnifying party
is not entitled to assume the defense of such action as a result of the proviso
to the preceding sentence, counsel for such indemnifying party and counsel for
each indemnified party or parties shall be entitled to conduct the defense of
such indemnified party or parties. If an indemnifying party assumes the defense
of such action, in accordance with and as permitted by the provisions of this
paragraph, such indemnifying parties shall not be liable for any fees and
expenses of counsel for the indemnified parties incurred thereafter in
connection with such action. In no event shall the indemnifying parties be
liable for the fees and expenses of more than one counsel (in addition to local
counsel), separate from its own counsel, for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 4 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional written release in form and substance satisfactory to
the indemnified parties of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

(d) Notwithstanding the last sentence of Section 4(c), if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for reasonable fees and expenses of counsel pursuant to
Section 4(a)(iii) above, such indemnifying party agrees that it shall be liable
for any settlement effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of
the aforesaid request, (ii) such indemnifying party shall have received notice
of the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement; provided that an indemnifying party shall not be liable for any such
--------
settlement effected without its consent if such indemnifying party (1)
reimburses such indemnified party in accordance with such request to the extent
it considers reasonable and (2) provides written notice to the indemnified party
substantiating the unpaid balance as unreasonable, in each case prior to the
date of such settlement.

21

(e) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Company, the Trust, and
the Holders shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Company, the Trust and the Holders, as incurred; provided that
--------
no Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any Person that
was not guilty of such fraudulent misrepresentation. As between the Company, the
Trust and the Holders, such parties shall contribute to such aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity agreement in such proportion as shall be appropriate to reflect the
relative fault of the Company and Trust, on the one hand, and the Holders, on
the other hand, with respect to the statements or omissions which resulted in
such loss, liability, claim, damage or expense, or action in respect thereof, as
well as any other relevant equitable considerations. The relative fault of the
Company and the Trust, on the one hand, and of the Holders, on the other hand,
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Trust, on the one hand, or by or on behalf of the Holders, on the other, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company, the Trust and the
Holders of the Registrable Securities agree that it would not be just and
equitable if contribution pursuant to this Section 4 were to be determined by
pro rata allocation or by any other method of allocation that does not take into
account the relevant equitable considerations. For purposes of this Section 4,
each affiliate of a Holder, and each director, officer, employee, agent and
Person, if any, who controls a Holder or such affiliate within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as such Holder, and each director of each of the
Company or trustee or the Trust, each officer of each of the Company or the
Trust who signed the Registration Statement, and each Person, if any, who
controls each of the Company and the Trust within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act shall have the same rights
to contribution as each of the Company or the Trust.

5. Participation in Underwritten Registrations. No Holder may
-------------------------------------------
participate in any underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Registrable Securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents reasonably required under the terms of such
underwriting arrangements.

6. Selection of Underwriters. The Holders of Registrable Securities
-------------------------
covered by the Shelf Registration Statement who desire to do so may sell the
securities covered by such Shelf Registration in an underwritten offering;
provided, that the Company shall not be required to effect such underwritten
- --------
offering unless at least 30% of the Registrable Securities outstanding as of the
Closing Time (giving effect to antidilution adjustments) are to be included in
any such underwritten offering. In any such underwritten offering, the
underwriter or underwriters and manager or managers that will administer the
offering will be selected by the Holders of a majority in aggregate principal
amount of the Registrable Securities to be included in such offering; provided,
--------
however, that such underwriters and managers must be reasonably satisfactory to
- -------
the Company and the Trust.

22

7. Miscellaneous.
--------------

(a) Rule 144 and Rule 144A. For so long as the Company or the Trust is
----------------------
subject to the reporting requirements of Section 13 or 15 of the Exchange Act
and any Registrable Securities remain outstanding, the Company and the Trust, as
the case may be, will file the reports required to be filed by it under the
Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and
regulations adopted by the SEC thereunder, or, if it ceases to be so required to
file such reports, it will, upon the written request of any Holder of
Registrable Securities (a) make publicly available such information as is
necessary to permit sales of securities of the Company and the Trust pursuant to
Rule 144 under the Securities Act, (b) deliver such information to a prospective
purchaser as is necessary to permit sales of securities of the Company and the
Trust pursuant to Rule 144A under the Securities Act and it will take such
further action as any Holder of Registrable Securities may reasonably request,
and (c) take such further action that is reasonable in the circumstances, in
each case, to the extent required from time to time to enable such Holder to
sell its Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time, (ii) Rule 144A
under the Securities Act, as such rule may be amended from time to time, or
(iii) any similar rules or regulations hereafter adopted by the SEC. Upon the
request of any Holder of Registrable Securities, the Company and the Trust will
deliver to such Holder a written statement as to whether they have complied with
such requirements.

(b) No Inconsistent Agreements. The Company or the Trust will not on
--------------------------
or after the date of this Agreement enter into any agreement which is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's or the
Trust's other issued and outstanding securities under any such agreements, other
than the rights granted under the Company's Amended and Restated Registration
Rights Agreement, dated as of December 27, 1996.

(c) Amendments and Waivers. The provisions of this Agreement,
----------------------
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company and the Trust has obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or departure; provided no amendment, modification or
--------
supplement or waiver or consent to the departure with respect to the provisions
of Section 4 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder of Registrable
Securities. Notwithstanding the foregoing sentence, (i) this Agreement may be
amended, without the consent of any Holder of Registrable Securities, by written
agreement signed by the Company, the Trust and Merrill Lynch, to cure any
ambiguity, correct or supplement any provision of this Agreement that may be
inconsistent with any other provision of this Agreement or to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with other provisions of this Agreement, (ii)
this Agreement may be amended, modified or supplemented, and waivers and
consents to departures from the provisions hereof may be given, by written
agreement signed by the Company, the Trust

23

and Merrill Lynch to the extent that any such amendment, modification,
supplement, waiver or consent is, in their reasonable judgment, necessary or
appropriate to comply with applicable law (including any interpretation of the
Staff of the SEC) or any change therein and (iii) to the extent any provision of
this Agreement relates to the Initial Purchasers, such provision may be amended,
modified or supplemented, and waivers or consents to departures from such
provisions may be given, by written agreement signed by Merrill Lynch, the
Company and the Trust.

(d) Notices. All notices and other communications provided for or
-------
permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, telex, telecopier, or any courier guaranteeing overnight delivery
(i) if to a Holder, at the most current address given by such Holder to the
Company or the Trust by means of a notice given in accordance with the
provisions of this Section 7(d), which address initially is, with respect to the
Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if
to the Company, initially at the Company's address set forth in the Purchase
Agreement and, if to the Trust, initially c/o The Bank of New York, as Property
Trustee (as defined in the Declaration) at the Property Trustee's address
specified in the Declaration, with a copy to the Company, initially at the
Company's address set forth in the Purchase Agreement, and thereafter, in each
case, at such other address, notice of which is given in accordance with the
provisions of this Section 7(d).

All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

(e) Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of and be binding upon the successors, assigns and transferees of the Initial
Purchasers, including, without limitation and without the need for an express
assignment, subsequent Holders; provided, however, that nothing herein shall be
-------- -------
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and such Person shall be entitled to receive the benefits hereof.

(f) Third Party Beneficiary. Each of the Initial Purchasers shall be a
-----------------------
third party beneficiary of the agreements made hereunder between the Company and
the Trust, on the one hand, and the Holders, on the other hand, and shall have
the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

24

(g) Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.

(i) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
-------------
THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND
THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY
PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(j) Severability. In the event that any one or more of the provisions
------------
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

(k) Securities Held by the Company, the Trust or its Affiliates.
-----------------------------------------------------------
Whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company, the Trust or its affiliates (as such term is defined in Rule 405 under
the Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

25

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

RENAISSANCERE HOLDINGS LTD.


By: /s/ John D. Nichols, Jr.
----------------------------------------------
Name: John D. Nichols, Jr.
Title: Vice President and Secretary


RENAISSANCERE CAPITAL TRUST


By: /s/ John D. Nichols, Jr.
----------------------------------------------
Name: John D. Nichols, Jr.
Title: Administrative Trustee



Confirmed and accepted as of
the date first above written:

MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED

SALOMON BROTHERS INC
______________

By: MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED,
For itself and on behalf of the
Several Initial Purchasers


By: /s/ Eric Heaton
----------------------------
Name: Eric Heaton
Title: Authorized Signatory

26