AMENDED AND RESTATED REG. RIGHTS AGREEMENT

Exhibit 4.3
EXECUTION COPY



AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of
December 27, 1996, is entered into by and among RenaissanceRe Holdings Ltd., a
company organized under the laws of Bermuda (the "Company"), Warburg, Pincus
Investors, L.P., a Delaware limited partnership ("Warburg"), PT Investments,
Inc., a Delaware corporation ("PT Investments"), GE Investment Private Placement
Partners I-Insurance, Limited Partnership, a Delaware limited partnership
("Insurance L.P."), United States Fidelity and Guaranty Company, a Maryland
corporation ("USF&G"), and the individuals whose names and addresses appear on
Schedule I hereto, as such Schedule I may be amended from time to time (the
"Management Investors") (Warburg, PT Investments, Insurance L.P. and USF&G are
referred to herein as the "Institutional Investors" and each of Warburg, PT
Investments, Insurance L.P., USF&G and each of the Management Investors are
referred to herein individually as an "Investor" and collectively as the
"Investors").

R E C I T A L S
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WHEREAS, the authorized capital shares of the Company consist of (i)
common shares, par value $1.00 per share (the "Full Voting Common Shares"), (ii)
Diluted Voting Class I Common Shares, par value $1.00 per share (the "DVI
Shares"), and (iii) Diluted Voting Class II Common Shares, par value $1.00 per
share (the "DVII Shares") (the Full Voting Common Shares, DVI Shares and DVII
Shares are collectively referred to herein as the "Common Shares");

WHEREAS, the Company wishes to grant to the Investors rights to have
Common Shares registered under the Securities Act of 1933, as amended (the
"Securities Act"), upon the terms and subject to the conditions of this
Agreement; and

WHEREAS, Schedule I hereto sets forth, for each of the Investors, the
number of Common Shares to which such registration rights relate.

NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, the parties hereto hereby agree as
follows:

SECTION 1. REGISTRATION RIGHTS.
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(a) Definitions.
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As used in this Agreement:

(i) "Commission" shall mean the U.S. Securities and Exchange
Commission or any other federal agency at the time administering the
Securities Act;

(ii) an "ERISA Conflict" shall be deemed to result for the purposes
of this Agreement, as to any contemplated action, if PT Investments shall
furnish an opinion of outside counsel to the effect that a reasonable
possibility exists that such action will result in a violation of the
Employee Retirement Income Security Act of 1974, as amended;

(iii) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended;

(iv) the term "Holder" shall mean any holder of Registrable
Securities;

(v) the term "Initiating Holder" shall mean: (i) on any date
that is prior to June 30, 1998, any Holder or Holders (other than Holders
who are Management Investors) who in the aggregate are Holders of more than
10% of the then outstanding Registrable Securities, (ii) at any time on or
after June 30, 1998, any Holder or Holders (other than Holders who are
Management Investors) who in the aggregate are Holders of more than 5% of
the then outstanding Registrable Securities and (iii) at any from the date
hereof, Insurance L.P. and its permitted transferees and assigns, for so
long as Insurance L.P. or such transferees and assigns shall own more than
5% of the then outstanding Registrable Securities;

(vi) the terms "register," "registered" and "registration" refer
to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act (and any post-effective
amendments filed or required to be filed) and the declaration or ordering
of effectiveness of such registration statement;

(vii) the term "Registrable Securities" means (A) any Common
Shares held by an Investor, (B) any additional Common Shares acquired by
the Investors, including any Full Voting Common Shares issued to Management
Investors upon the exercise of options granted under the RenaissanceRe
Holdings Ltd. Amended and Restated 1993 Stock Incentive Plan (the

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"Incentive Plan"), and (C) any capital shares of the Company issued as a
dividend or other distribution with respect to, or in exchange for or in
replacement of, the Common Shares referred to in clause (A) or (B) above;
provided, however, that the Company shall be required to honor a demand for
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registration of DVI Shares or DVII Shares only if it shall be a condition
to the delivery of the DVI Shares or DVII Shares contemplated by such
registration that, immediately following the sale thereof by the holder,
such DVI Shares or DVII Shares shall be converted into Full Voting Common
Shares.

(viii) "Registration Expenses" shall mean all expenses incurred by the
Company in compliance with Sections 1(b) and 1(c) hereof, including,
without limitation, all registration and filing fees, printing expenses,
fees and disbursements of counsel for the Company and all fees and
disbursements of counsel for each of the Holders, blue sky fees and
expenses and the expense of any special audits incident to or required by
any such registration (but excluding the compensation of regular employees
of the Company, which shall be paid in any event by the Company); and

(ix) "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities.

(b) Requested Registration.
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(i) Request for Registration. If the Company shall receive from an
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Initiating Holder, at any time, a written request that the Company effect
any registration with respect to all or a part of the Registrable
Securities, the Company shall:

(A) promptly give written notice of the proposed registration to
all other Holders of Registrable Securities; and

(B) as soon as practicable, use all reasonable efforts to effect
such registration (including, without limitation, the execution of an
undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws
and appropriate compliance with applicable regulations issued under
the Securities Act) as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such
Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are

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specified in a written request received by the Company within 10
business days after written notice from the Company is given under
Section 1(b)(i)(A) above; provided that the Company shall not be
obligated to effect, or take any action to effect, any such
registration pursuant to this Section 1(b):

(x) In any particular jurisdiction in which the Company
would be required to execute a general consent to service of
process in effecting such registration, qualification or
compliance, unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities
Act or applicable rules or regulations thereunder;

(y) After the Company has effected two such registrations
pursuant to this Section 1(b) requested by the Initiating Holder
and such registrations have been declared or ordered effective by
the Commission and the sales of such Registrable Securities shall
have closed; or

(z) If the Registrable Securities requested by all Holders
to be registered pursuant to such request are not anticipated to
result in aggregate proceeds (before deduction of any
underwriting discounts and commissions) of at least $25,000,000.

The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Section 1(b)(ii)
below, include other securities of the Company which are held by officers
or directors of the Company, or which are held by persons who, by virtue of
agreements with the Company, are entitled to include their securities in
any such registration, but the Company's right to include any of its
securities in any such registration shall be subject to the limitations set
forth in Section 1(b)(ii) below.

The registration rights set forth in this Section 1(b) shall be
assignable, in whole or in part, to any transferee of Common Shares
provided such transferee agrees to be bound by all provisions of this
Agreement.

(ii) Underwriting. If the Initiating Holders intend to distribute
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the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as a part of their request
made pursuant to Section 1(b).

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If officers or directors of the Company holding Common Shares (other
than Registrable Securities) shall request inclusion in any registration
pursuant to Section 1(b), or if holders of securities of the Company other
than Registrable Securities who are entitled, by contract with the Company
or otherwise, to have securities included in such a registration (the
"Other Shareholders") request such inclusion, the Holders shall offer to
include the securities of such officers, directors and Other Shareholders
in the underwriting and may condition such offer on their acceptance of the
further applicable provisions of this Section 1. The Holders whose shares
are to be included in such registration and the Company shall (together
with all officers, directors and Other Shareholders proposing to distribute
their securities (other than Registrable Securities) through such
underwriting) enter into an underwriting agreement in customary form with
the representative of the underwriter or underwriters selected for such
underwriting by the Initiating Holders and reasonably acceptable to the
Company, provided that no underwriter whose selection would result in an
ERISA Conflict may participate in any such underwriting. Notwithstanding
any other provision of this Section 1(b), if the representative advises the
Holders in writing that marketing factors require a limitation on the
number of shares to be underwritten, then the securities of the Company
held by officers or directors (other than Registrable Securities) of the
Company and the securities held by Other Shareholders shall be excluded
from such registration to the extent so required by such limitations. If,
after the exclusion of such shares, further reductions are still required,
the number of shares included in the registration by each Holder shall be
reduced on a pro rata basis (based on the number of shares held by the
respective Holders) by such minimum number of shares as is necessary to
comply with such request. No Registrable Securities or any other
securities excluded from the underwriting by reason of the underwriter's
marketing limitation shall be included in such registration. If any
officer, director or Other Shareholder who has requested inclusion in such
registration as provided above disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice
to the Company, the underwriter and the Initiating Holders. The securities
so withdrawn shall also be withdrawn from registration. If the underwriter
has not limited the number of Registrable Securities or other securities to
be underwritten, the Company may include its securities for its own account
in such registration if the representative so agrees and if the number of
Registrable Securities and other securities which would otherwise have been
included in such registration and underwriting will not thereby be limited.

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(iii) Notwithstanding the foregoing, if the Company shall furnish to
Holders requesting the filing of a registration statement pursuant to this
Section 1(b), a certificate signed by the President or Chief Executive
Officer of the Company stating that in the good faith judgment of the Board
of Directors of the Company, it would be seriously detrimental to the
Company and its shareholders for such registration statement to be filed
and it is therefore essential to defer the filing of such registration
statement, then the Company shall have the right to defer such filing for a
period of not more than 120 days after receipt of the request of the
Initiating Holders; provided however, that the Company may not utilize this
right more than once in any twelve (12) month period.

(c) Company Registration.
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(i) If the Company shall determine to register any of its equity
securities either for its own account or for the account of a security
holder or holders, other than a registration relating solely to employee
benefit plans, or a registration relating solely to a Rule 145 transaction,
or a registration on any registration form which does not permit secondary
sales or does not include substantially the same information as would be
required to be included in a registration statement covering the sale of
Registrable Securities, the Company will:

(A) promptly give to each of the Holders a written notice thereof
(which shall include a list of the jurisdictions in which the Company
intends to attempt to qualify such securities under the applicable
blue sky or other state securities laws); and

(B) include in such registration (and any related qualification
under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a
written request or requests, made by the Holders within fifteen (15)
days after receipt of the written notice from the Company described in
clause (i) above, except as set forth in Section 1(c)(ii) below. Such
written request may specify all or a part of the Holders' Registrable
Securities.

(ii) Underwriting. If the registration of which the Company gives
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notice is for a registered public offering involving an underwriting, the
Company shall so advise each of the Holders as a part of the written notice
given pursuant to Section 1(c)(i)(A). In such event, the right of each of
the

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Holders to registration pursuant to this Section 1(c) shall be conditioned
upon such Holders' participation in such underwriting and the inclusion of
such Holders' Registrable Securities in the underwriting to the extent
provided herein. The Holders whose shares are to be included in such
registration shall (together with the Company and the Other Shareholders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for underwriting by the Company,
provided that no underwriter whose selection would result in an ERISA
Conflict may participate in any such underwriting. Notwithstanding any
other provision of this Section 1(c), if the representative determines that
marketing factors require a limitation on the number of shares to be
underwritten, the Company shall so advise all holders of securities
requesting registration, and the number of shares of securities that are
entitled to be included in the registration and underwriting shall be
allocated in the following manner: The securities of the Company held by
officers, directors and Other Shareholders of the Company (other than
Registrable Securities) shall be excluded from such registration and
underwriting to the extent required by such limitation, and, if a
limitation on the number of shares is still required, the number of shares
that may be included in the registration and underwriting by each of the
Holders shall be reduced, on a pro rata basis (based on the number of
shares held by such Holder), by such minimum number of shares as is
necessary to comply with such limitation. If any of the Holders or any
officer, director or Other Shareholder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the underwriter. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration.

(iii) Number and Transferability. Each of the Holders shall be
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entitled to have its shares included in an unlimited number of
registrations pursuant to this Section 1(c). The registration rights
granted pursuant to this Section 1(c) shall be assignable, in whole or in
part, to any transferee of the Common Shares provided such transferee
agrees to be bound by all provisions of this Agreement.

(d) Form S-3. The Company shall use its best efforts to qualify for
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registration on Form S-3 for secondary sales. After the Company has qualified
for the use of Form S-3, Holders of Registrable Securities shall have the right
to request unlimited registrations on Form S-3 (such requests shall be in
writing and shall state the number of shares of Registrable Securities to be

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disposed of and the intended method of disposition of shares by such holders),
subject only to the following:

(i) The Company shall not be required to effect a registration
pursuant to this Section 1(d) unless the Holder or Holders of Registrable
Securities requesting registration propose to dispose of shares of
Registrable Securities resulting in aggregate proceeds (before deduction of
underwriting discounts and expenses of sale) of more than $10,000,000.

(ii) The Company shall not be required to effect a registration
pursuant to this Section 1(d) within 180 days of the effective date of the
most recent registration pursuant to this Section 1(d) in which securities
held by the requesting Holder could have been included for sale or
distribution.

(iii) The Company shall not be required to effect a registration
pursuant to this Section 1(d) if the Company shall furnish to the Holders a
certificate signed by the President or Chief Executive Officer of the
Company stating that in the good faith judgment of the Board, it would be
seriously detrimental to the Company and its shareholders for such
registration statement to be filed and it is therefore essential to defer
the filing of such registration statement. In such event, the Company shall
have the right to defer the filing of the registration statement no more
than once during any 12 month period for a period of not more than 120 days
after receipt of the request of the Holder or Holders under this Section
1(d).

(iv) The Company shall not be obligated to effect any registration
pursuant to this Section 1(d) in any particular jurisdiction in which the
Company would be required to execute a general consent to service of
process in effecting such registration, qualification or compliance, unless
the Company is already subject to service in such jurisdiction and except
as may be required by the Securities Act or applicable rules or regulations
thereunder.

The Company shall give written notice thereof to all Holders of
Registrable Securities within five days of the receipt of a request for
registration pursuant to this Section 1(d) and shall provide a reasonable
opportunity for other Holders of Registrable Securities to participate in the
registration, provided that if the registration is for an underwritten offering,
the terms of Section 1(b)(ii) shall apply to all participants in such offering.
Subject to the foregoing, the Company will use its best efforts to effect
promptly the registration of all shares of

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Registrable Securities on Form S-3 to the extent requested by the Holder or
Holders thereof for purposes of disposition.

(e) Expenses of Registration. All Registration Expenses incurred in
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connection with any registration, qualification or compliance pursuant to this
Section 1 shall be borne by the Company, and all Selling Expenses shall be borne
by the Holders of the securities so registered pro rata on the basis of the
number of their shares so registered; provided, however, that the Company shall
not be required to pay any Registration Expenses if, as a result of the
withdrawal of a request for registration by any of the Holders, as applicable,
the registration statement does not become effective, in which case each of the
Holders and Other Shareholders requesting registration shall bear such
Registration Expenses pro rata on the basis of the number of their shares so
included in the registration request, and provided, further, that such
registration shall not be counted as a registration pursuant to Section
1(b)(i)(B)(y).

(f) Registration Procedures. In the case of each registration
-----------------------
effected by the Company pursuant to this Section 1, the Company will keep the
Holders, as applicable, advised in writing as to the initiation of each
registration and as to the completion thereof. At its expense, the Company
will:

(i) keep such registration effective for a period of 120 days or
until the Holders, as applicable, have completed the distribution described in
the registration statement relating thereto, whichever first occurs; provided,
however, that (A) such 120-day period shall be extended for a period of time
equal to the period during which the Holders, as applicable, refrain from
selling any securities included in such registration in accordance with
provisions in Section 1(j) hereof; and (B) in the case of any registration of
Registrable Securities on Form S-3 which are intended to be offered on a
continuous or delayed basis, such 120-day period shall be extended until all
such Registrable Securities are sold, provided that Rule 415, or any successor
rule under the Securities Act, permits an offering on a continuous or delayed
basis, and provided further that applicable rules under the Securities Act
governing the obligation to file a post-effective amendment permit, in lieu of
filing a post-effective amendment which (y) includes any prospectus required by
Section 10(a)(3) of the Securities Act or (z) reflects facts or events
representing a material or fundamental change in the information set forth in
the registration statement, the incorporation by reference of information
required to be included in (y) and (z) above to be contained in periodic reports
filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration
statement; and

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(ii) furnish such number of prospectuses and other documents incident
thereto as each of the Holders, as applicable, from time to time may reasonably
request.

(g) Indemnification.
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(i) The Company will indemnify each of the Holders, as applicable,
each of its officers, directors and partners, and each person controlling
each of the Holders, with respect to each registration which has been
effected pursuant to this Section 1, and each underwriter, if any, and
each person who controls any underwriter, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a material
fact contained in any prospectus, offering circular or other document
(including any related registration statement, notification or the like)
incident to any such registration, qualification or compliance, or based on
any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, or any violation by the Company of the Securities Act or
any rule or regulation thereunder applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration, qualification or compliance, and will reimburse each of the
Holders, each of its officers, directors and partners, and each person
controlling each of the Holders, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating and defending any such
claim, loss, damage, liability or action, provided that the Company will
not be liable in any such case to the extent that any such claim, loss,
damage, liability or expense arises out of or is based on any untrue
statement or omission based upon written information furnished to the
Company by any Holder with respect to such Holder or underwriter with
respect to such underwriter and stated to be specifically for use therein.

(ii) Each of the Holders will, if Registrable Securities held by it
are included in the securities as to which such registration, qualification
or compliance is being effected, indemnify the Company, each of its
directors and officers and each underwriter, if any, of the Company's
securities covered by such a registration statement, each person who
controls the Company or such underwriter within the meaning of the
Securities Act and the rules and regulations thereunder, each Other
Shareholder and each of their officers, directors, and partners, and each
person controlling such Other Shareholder against all claims, losses,
damages and

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liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact with
respect to such Holder contained in any such registration statement,
prospectus, offering circular or other document made by such Holder, or any
omission (or alleged omission) to state therein a material fact with
respect to such Holder required to be stated therein or necessary to make
the statements by such Holder therein not misleading, and will reimburse
the Company and such Other Shareholders, directors, officers, partners,
persons, underwriters or control persons for any legal or any other
expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Holder with respect to such Holder and stated to be
specifically for use therein; provided, however, that the obligations of
each of the Holders hereunder shall be limited to an amount equal to the
proceeds to such Holder of securities sold as contemplated herein.

(iii) Each party entitled to indemnification under this Section 1(g)
(the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom provided
that counsel for the Indemnifying Party, who shall conduct the defense of
such claim or any litigation resulting therefrom shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld) and
the Indemnified Party may participate in such defense at such party's
expense (unless the Indemnified Party shall have reasonably concluded that
there may be a conflict of interest between the Indemnifying Party and the
Indemnified Party in such action, in which case the fees and expenses of
counsel shall be at the expense of the Indemnifying Party), and provided
further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 1 unless the Indemnifying Party is materially prejudiced
thereby. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such

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Indemnified Party of a release from all liability in respect to such claim
or litigation. Each Indemnified Party shall furnish such information
regarding itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in
connection with the defense of such claim and litigation resulting
therefrom.

(iv) If the indemnification provided for in this Section 1(g) is held
by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage or expense
referred to herein, then the Indemnifying Party, in lieu of indemnifying
such Indemnified Party hereunder, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, liability,
claim, damage or expense in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other in connection with the statements or
omissions which resulted in such loss, liability, claim, damage or expense,
as well as any other relevant equitable considerations. The relative fault
of the Indemnifying Party and of the Indemnified Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the
Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.

(v) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement
entered into in connection with any underwritten public offering
contemplated by this Agreement are in conflict with the foregoing
provisions, the provisions in such underwriting agreement shall be
controlling.

(vi) The foregoing indemnity agreement of the Company and Holders is
subject to the condition that, insofar as they relate to any loss, claim,
liability or damage made in a preliminary prospectus but eliminated or
remedied in the amended prospectus on file with the Commission at the time
the registration statement in question becomes effective or the amended
prospectus filed with the Commission pursuant to Commission Rule 424(b)
(the "Final Prospectus"), such indemnity agreement shall not inure to the
benefit of any underwriter if a copy of the Final Prospectus was furnished
to the underwriter and was not furnished to the person asserting the loss,
liability, claim or damage at or prior to the time such action is required
by the Securities Act.

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(vii) Any indemnification payments required to be made to an
Indemnified Party under this Section 1(g) shall be made as the related
claims, losses, damages, liabilities or expenses are incurred.

(h) Information by the Holders. Each of the Holders and each Other
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Shareholder holding securities included in any registration, shall furnish to
the Company such information regarding such Holder or Other Shareholder and the
distribution proposed by such Holder or Other Shareholder as the Company may
reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification or compliance referred to in this Section
1. The Institutional Investors shall not be required, in connection with any
underwriting arrangements entered into in connection with any registration, to
provide any information, representations or warranties, or covenants with
respect to the Company, its business or its operations and such Institutional
Investors shall not be required to provide any indemnification with respect to
any registration statement except as specifically provided for in Section
1(g)(ii) hereof.

(i) Rule 144 Reporting.
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With a view to making available the benefits of certain rules and
regulations of the Commission which may permit the sale of the restricted
securities to the public without registration, the Company agrees to:

(A) make and keep public information available as those terms
are understood and defined in Rule 144, at all times from and after 90
days after the date hereof;

(B) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act at all times that it is
subject to such reporting requirements; and

(C) so long as the Holder owns any Registrable Securities,
furnish to the Holder upon request, a written statement by the Company
as to its compliance with the reporting requirements of Rule 144, and
of the Securities Act and the Exchange Act (it is subject to such
reporting requirements), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed
as the Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing the Holder to sell any such
securities without registration.

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(j) "Market Stand-off" Agreement. Each of the Holders agrees, if
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requested by the Company and an underwriter of Common Shares (or other
securities) of the Company, not to sell or otherwise transfer or dispose of any
Common Shares (or other securities) of the Company held by such Holder during
the 90-day period following the effective date of a registration statement of
the Company filed under the Securities Act, provided that all officers and
directors of the Company enter into similar agreements.

If requested by the underwriters, the Holders shall execute a separate
agreement to the foregoing effect. The Company may impose stop-transfer
instructions with respect to the Common Shares (or other securities) subject to
the foregoing restriction until the end of said 90-day period. The provisions
of this Section 1(j) shall be binding upon any transferee who acquires
Registrable Securities, whether or not such transferee is entitled to the
registration rights provided hereunder.

(k) Termination. The registration rights set forth in this Section 1
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shall not be available to any Holder if, in the opinion of counsel to the
Company, all of the Registrable Securities then owned by such Holder could be
sold in any 90-day period pursuant to Rule 144 under the Act (without giving
effect to the provisions of Rule 144(k)).

SECTION 2. MISCELLANEOUS.
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(a) Assignability. This Agreement shall be binding upon and inure to
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the benefit of the respective heirs, personal representatives, successors and
assigns of the parties hereto.

(b) Notices. All communications under this Agreement shall be in
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writing and shall be delivered by hand or mailed by overnight courier or by
registered or certified mail, postage prepaid:

(A) if to USF&G, at 100 Light Street, Baltimore, Maryland 21202,
Attention: John M. Lummis, with a copy to: Corporate Secretary, or
at such other address as it may have furnished the Company in writing;

(B) if to Warburg, at 466 Lexington Avenue, New York, New York
10017, Attention: Howard H. Newman, with a copy to: David A. Tanner,
or at such other address as it may have furnished the Company in
writing;

(C) if to Insurance L.P., at c/o GE Investment Management
Incorporated, 3003 Summer Street, Stamford, Connecticut 06905,
Attention: Controller to Alternative

-14-

Investments, with copies to: Associate General Counsel to Alternative
Investments and GE Investment, 2029 Century Park East, Suite 1230, Los
Angeles, California 90067, or at such other address as GE Investment
may have furnished the Company in writing;


(D) if to PT Investments, at 3003 Summer Street, Stamford,
Connecticut 06905, Attention: Controller to Alternative Investments,
with a copy to: Associate General Counsel to Alternative Investments,
or such other address as GE Pension Trust may have furnished the
Company in writing; and

(E) if to the Company, at its offices, currently Renaissance
House, East Broadway, Pembroke HMGX, Bermuda, marked for the attention
of the President, with a copy to the Secretary of the Company, or at
such other address as it may have furnished in writing to each of the
Institutional Investors, with a copy to: Willkie Farr & Gallagher,
153 East 53rd Street, New York, New York 10022, Attention: John S.
D'Alimonte.

(ii) Any notice so addressed shall be deemed to be given: if delivered
by hand, on the date of such delivery; if mailed by courier, on the first
business day following the date of such mailing; and if mailed by
registered or certified mail, on the third business day after the date of
such mailing.

(c) Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the State of New York.

(d) Entire Agreement; Amendment. This Agreement constitutes the
---------------------------
entire understanding of the parties hereto with respect to the matters to which
it relates and supercedes all prior understandings among such parties with
respect to such matters, including without limitation the Amended and Restated
Registration Rights Agreement, dated as of May 7, 1996, by and among the parties
signatory to this Agreement (other than PT Investments and Insurance L.P.),
Trustees of General Electric Pension Trust and GE Investment Private Placement
Partners I, Limited Partnership. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with (and only with)
the written consent of the Company and each of the Institutional Investors,
provided that new Management Investors may be added as parties to this Agreement
in connection with such individuals purchasing Common Shares upon any such
Management Investor having duly executed a counterpart to this Agreement.

-15-

(e) Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

-16-

IN WITNESS WHEREOF, the Company and each of the undersigned parties
has executed this Agreement effective for all purposes as of the date first
written above.

RENAISSANCERE HOLDINGS LTD.


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


WARBURG, PINCUS INVESTORS, L.P.


By: Warburg, Pincus & Co.,
General Partner


By: /s/ David A. Tanner
------------------------------------
Name: David A. Tanner
Title: Partner


PT INVESTMENTS, INC.


By: /s/ Michael M. Pastore
------------------------------------
Name: Michael M. Pastore
Title: Vice President

-17-

GE INVESTMENT PRIVATE PLACEMENT
PARTNERS I-INSURANCE,
LIMITED PARTNERSHIP


By: GE Investment Management
Incorporated, General Partner


By: /s/ Michael M. Pastore
------------------------------------
Name: Michael M. Pastore
Title: Vice President


UNITED STATES FIDELITY AND GUARANTY COMPANY


By: /s/ Dan Hale
------------------------------------
Name: Dan Hale
Title: Executive Vice President

/s/ Neill A. Currie
-----------------------------------
Neill A. Currie

/s/ David A. Eklund
-----------------------------------
David A. Eklund

/s/ Keith S. Hynes
-----------------------------------
Keith S. Hynes

/s/ William I. Riker
-----------------------------------
William I. Riker

/s/ James N. Stanard
-----------------------------------
James N. Stanard

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SCHEDULE I