FORM OF UNDERWRITING AGREEMENT

1,569,215 SHARES


RENAISSANCERE HOLDINGS LTD.

COMMON SHARES, PAR VALUE $1.00 PER SHARE





FORM OF

UNDERWRITING AGREEMENT






__________, 2001





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__________, 2001




Morgan Stanley & Co. Incorporated
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Dear Sirs and Mesdames:


UNITED STATES FIDELITY AND GUARANTY COMPANY, a Maryland company (the
"SELLING SHAREHOLDER"), proposes to sell to the several Underwriters named in
Schedule I hereto (the "UNDERWRITERS") an aggregate of 1,569,215 shares of the
common shares, par value $1.00 per share, of RENAISSANCERE HOLDINGS LTD., a
Bermuda company (the "COMPANY") (the "FIRM SHARES").

The Selling Shareholder also proposes to sell to the several Underwriters
not more than an additional 156,922 shares of the common shares, par value $1.00
per share, of the Company (the "ADDITIONAL SHARES") if and to the extent that
you, as managers of the offering, shall have determined to exercise, on behalf
of the Underwriters, the right to purchase such common shares granted to the
Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are
hereinafter collectively referred to as the "SHARES". The common shares, par
value $1.00 per share, of the Company to be outstanding after giving effect to
the sales contemplated hereby are hereinafter referred to as the "COMMON
SHARES".

The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement, including a prospectus, relating to the
Shares and has filed or transmitted for filing to, or shall promptly hereafter
file with or transmit for filing to the Commission a prospectus supplement (the
"PROSPECTUS SUPPLEMENT") specifically relating to the Shares pursuant to Rule
424 under the Securities Act of 1933, as amended (the "SECURITIES ACT"). The
registration statement as amended at the time it becomes effective, including
the information (if any) deemed to be part of the registration statement at the
time of effectiveness pursuant to Rule 430A under the Securities Act, is
hereinafter referred to as the "REGISTRATION STATEMENT". The term "BASIC
PROSPECTUS" means the prospectus included in the Registration Statement. The
term "PROSPECTUS" means the Basic Prospectus together with the Prospectus

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Supplement. All references herein to the Registration Statement and the
Prospectus shall include documents incorporated therein by reference. If the
Company has filed an abbreviated registration statement to register additional
shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the
"RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term
"REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration
Statement.

1. Representations and Warranties of the Company. The Company represents
and warrants to and agrees with each of the Underwriters that:

(a) The Company meets the requirements for the use of Form S-3 under
the Securities Act. The Registration Statement has become effective; no
stop order suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or
threatened by the Commission.

(b) (i) The Registration Statement, when it became effective, did not
contain and, as amended or supplemented, if applicable, will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, (ii) the Registration Statement and the Prospectus comply
and, as amended or supplemented, if applicable, will comply in all material
respects with the Securities Act and the applicable rules and regulations
of the Commission thereunder, (iii) each document, if any, filed or to be
filed pursuant to the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") and incorporated by reference in the Prospectus complied,
or will comply when so filed, in all material respects with the Exchange
Act and all the applicable rules and regulations of the Commission
thereunder and (iv) the Prospectus does not contain and, as amended or
supplemented, if applicable, 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, except that the representations and warranties set
forth in this paragraph do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon (i) information
relating to any Underwriter furnished to the Company in writing by such
Underwriter expressly for use therein or (ii) information relating to the
Selling Shareholder furnished by the Selling Shareholder for use therein.

(c) The Company has been duly formed, and is validly existing as a
company in good standing under the laws of Bermuda, has the corporate power
and authority to own its property and to conduct its business as described
in the Prospectus and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not
have a material adverse effect on the Company and its subsidiaries, taken
as a whole.

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(d) Each Subsidiary of the Company has been duly incorporated, is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to
own its property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that
the failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as a
whole; all of the issued shares of capital stock of each Subsidiary of the
Company have been duly and validly authorized and issued, are fully paid
and non-assessable and are owned directly by the Company, free and clear of
all liens, encumbrances, equities or claims. As used herein, "SUBSIDIARY"
means Renaissance Reinsurance and Glencoe Insurance.

(e) This Agreement has been duly authorized, executed and delivered by
the Company.

(f) The authorized capital shares of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

(g) The Shares (to be sold by the Selling Shareholder including the
Additional Shares) have been duly authorized and are validly issued, fully
paid and non-assessable.

(h) The execution and delivery by the Company of, and the performance
by the Company of its obligations under this Agreement will not contravene
any provision of applicable law or the memorandum of association or
bye-laws of the Company or any agreement or other instrument binding upon
the Company or any of its Subsidiaries that is material to the Company and
its subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or
any subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, except
such as may have been obtained or as may be required by securities or Blue
Sky laws of the various states in connection with the sale of the Shares.

(i) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from that
set forth in the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement).

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(j) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its Subsidiaries is a party or to
which any of the properties of the Company or any of its Subsidiaries is
subject that are required to be described in the Registration Statement or
the Prospectus and are not so described or any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.

(k) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied when so filed in
all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder.

(l) The Company is not and, after giving effect to the sale of the
Shares and the application of the proceeds thereof as described in the
Prospectus, will not be required to register as an "investment company" as
such term is defined in the Investment Company Act of 1940, as amended.

(m) The Company and its Subsidiaries (i) are in compliance with any
and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, singly or in
the aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

(n) There are currently no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance
with Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third
parties) which would, singly or in the aggregate, have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

(o) Each of the Company and its Subsidiaries has filed all reports,
information statements and other documents with the insurance regulatory
authorities of its jurisdiction of incorporation and domicile as are
required to be filed pursuant to the insurance statutes of such
jurisdictions, including the statutes relating to companies which control
insurance companies, and the rules, regulations and interpretations of the

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insurance regulatory authorities thereunder (the "INSURANCE LAWS"), and has
duly paid all taxes (including franchise taxes and similar fees) it is
required to have paid under the Insurance Laws, except where the failure to
file such statements or reports or pay such taxes would not singly or in
the aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole, and each of the Company and its
subsidiaries maintains its books and records in accordance with the
Insurance Laws, except where the failure to so maintain its books and
records would not singly or in the aggregate, have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

(p) The statutory financial statements of the Company and its
subsidiaries that are United States insurance companies, from which certain
ratios and other statistical data filed as a part of the Registration
Statement or included or incorporated in the Prospectus have been derived:
(A) have for each relevant period been prepared in conformity with
statutory accounting practices required or permitted by the National
Association of Insurance Commissioners (the "NAIC") to the extent
applicable to such company, and by the insurance laws of their respective
countries or states of domicile, and the rules and regulations promulgated
thereunder, and such statutory accounting practices have been applied on a
consistent basis throughout the periods involved, except as may otherwise
be indicated therein or in the notes thereto; and (B) present fairly the
statutory financial position of the Company and its subsidiaries as at the
dates thereof, and the statutory basis results of operations of the Company
and its subsidiaries for the periods covered thereby.

(q) Except as disclosed in the Registration Statement, all
retrocessional and reinsurance treaties, contracts and arrangements to
which any of the subsidiaries is a party are in full force and effect and
none of the Company or any of its subsidiaries is in violation of, or in
default in the performance, observance or fulfillment of, any obligation,
agreement, covenant or condition contained therein, except where the
failure to be in full force and effect and except where any such violation
or default would not, singly or in the aggregate, have a material adverse
effect on the Company and its subsidiaries, taken as a whole; none of the
Company or any of its subsidiaries has received any notice from any of the
other parties to such treaties, contracts or agreements which are material
to its business that such other party intends not to perform in any
material respect such treaty, contract or agreement, and the Company and
its subsidiaries have been notified in writing that any of the parties to
such treaties, contracts or agreements will be unable to perform such
treaty, contract, agreement or arrangement, except where such
non-performance would not, singly or in the aggregate, have a material
adverse effect on the Company and its subsidiaries, taken as a whole.

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(r) Except as disclosed in the Prospectus, none of the Company or any
of the Subsidiaries have made any material changes in their insurance
reserving practices during the last two years.

(s) Except as provided in the Amended and Restated Registration Rights
Agreement dated as of March 23, 1998 among the Company, the Selling
Shareholder, PT Investments, Inc. and certain other parties, there are no
contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company to file a
registration statement under the Securities Act with respect to any
securities of the Company or to require the Company to include such
securities with the Shares registered pursuant to the Registration
Statement.

(t) The Company has complied with all applicable provisions of Section
517.075, Florida Statutes relating to doing business with the Government of
Cuba or with any person or affiliate located in Cuba.

2. Representations and Warranties of the Selling Shareholder. The
Selling Shareholder represents and warrants to and agrees with each of the
Underwriters that:

(a) This Agreement has been duly authorized, executed and delivered by
or on behalf of the Selling Shareholder.

(b) The execution and delivery by the Selling Shareholder of, and the
performance by the Selling Shareholder of its obligations under, this
Agreement, the Custody Agreement signed by the Selling Shareholder and
____________, as Custodian, relating to the deposit of the Shares to be
sold by the Selling Shareholder (the "CUSTODY AGREEMENT") and the Power of
Attorney appointing certain individuals as the Selling Shareholder's
attorneys-in-fact to the extent set forth therein, relating to the
transactions contemplated hereby and by the Registration Statement (the
"POWER OF ATTORNEY") will not contravene any provision of applicable law,
or the certificate of incorporation or by-laws of the Selling Shareholder,
or any agreement or other instrument binding upon the Selling Shareholder
or any judgment, order or decree of any governmental body, agency or court
having jurisdiction over the Selling Shareholder, and no consent, approval,
authorization or order of, or qualification with, any governmental body or
agency is required for the performance by the Selling Shareholder of its
obligations under this Agreement or the Custody Agreement or Power of
Attorney of the Selling Shareholder, except such as may be required by the
securities or Blue Sky laws of the various states in connection with the
sale of the Shares.

(c) The Selling Shareholder has, and on the Closing Date will have,
valid title to the Shares to be sold by the Selling Shareholder and the
legal right and power, and all authorization and approval required by law,
to enter into this Agreement, the Custody
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Agreement and the Power of Attorney and to sell, transfer and deliver the
Shares to be sold by the Selling Shareholder.

(d) The Custody Agreement and the Power of Attorney have been duly
authorized, executed and delivered by the Selling Shareholder and are valid
and binding agreements of the Selling Shareholder.

(e) Upon delivery of the Shares to be sold by the Selling Shareholder
pursuant to this Agreement, the several Underwriters will acquire such
Shares free of any adverse claim thereto (within the meaning of Section
8-102 of the UCC).

(f) The information under the caption "The Selling Shareholder" as
well as any other information provided by the Selling Shareholder to the
Company or the Underwriters in writing expressly for use in (i) the
Registration Statement, when it became effective, did not contain and, as
amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, and (ii) the Prospectus, does not contain and, as amended or
supplemented, if applicable, 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, except, that the representations and warranties set
forth in this paragraph 2(g) do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon information relating to
any Underwriter furnished to the Company in writing by such Underwriter
through you expressly for use therein.

3. Agreements to Sell and Purchase. The Selling Shareholder hereby
agrees to sell to the several Underwriters, and each of the Underwriters, upon
the basis of the representations and warranties herein contained, but subject to
the conditions hereinafter stated, agrees, severally and not jointly, to
purchase from the Selling Shareholder at $______ a share (the "PURCHASE PRICE")
the number of Shares (subject to such adjustments to eliminate fractional shares
as you may determine) as set forth in Schedule I hereto opposite the name of
such Underwriter.

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Selling Shareholder
agrees to issue and sell to the Underwriters the Additional Shares, and the
Underwriters shall have a one-time right to purchase, severally and not jointly,
up to 156,922 Additional Shares at the Purchase Price. If you, on behalf of the
Underwriters, elect to exercise such option, you shall so notify the Selling
Shareholder in writing not later than 30 days after the date of this Agreement,
which notice shall specify the number of Additional Shares to be purchased by
the Underwriters and the date on which such shares are to be purchased. Such
date may be the same as the Closing Date (as defined below) but not earlier than
the Closing Date nor later than ten business days after the
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date of such notice. Additional Shares may be purchased as provided in Section 5
hereof solely for the purpose of covering over-allotments made in connection
with the offering of the Firm Shares. If any Additional Shares are to be
purchased, each Underwriter agrees, severally and not jointly, to purchase the
number of Additional Shares (subject to such adjustments to eliminate fractional
shares as you may determine) that bears the same proportion to the total number
of Additional Shares to be purchased as the number of Firm Shares set forth in
Schedule I hereto opposite the name of such Underwriter bears to the total
number of Firm Shares.

Each of the Selling Shareholder and the Company hereby agrees that,
without the prior written consent of Morgan Stanley & Co. Incorporated on behalf
of the Underwriters, it will not, during the period ending [___] days after the
date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose
of, directly or indirectly, any Common Shares or any securities convertible into
or exercisable or exchangeable for Common Shares or (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Shares, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Shares or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (A) the Shares to be sold hereunder, (B) the
issuance by the Company of Common Shares upon the exercise of an option or
warrant or the conversion of a security outstanding on the date hereof of which
the Underwriters have been advised in writing (C) transactions by any person
other than the Company relating to Common Shares or other securities acquired in
open market transactions after the completion of the offering of the Shares, (D)
the issuance of shares and employee stock options pursuant to the Company's
employee stock plans in effect on the date hereof; (E) the granting by the
Company of any options, deferred shares or other equity awards under the
Company's stock incentive plans, so long as such options do not vest and become
exercisable or such deferred share or other awards do not vest, in each case, in
the absence of extraordinary events or occurrences beyond the control of the
grantee or recipient, until after the expiration of the ___ day period; (F) the
issuance by the Company of its securities in connection with acquisitions of
businesses or portions thereof, provided the parties in any such acquisition
agree in writing to be bound by the foregoing restrictions; (G) the pledge of
common shares by employees of the Company to secure loans to purchase its
securities; or (H) in the cases of natural persons, any disposition made among
such persons' family members or affiliates. In addition, the Selling Shareholder
agrees that, without the prior written consent of Morgan Stanley & Co.
Incorporated on behalf of the Underwriters, it will not, during the period
ending [___] days after the date of the Prospectus, make any demand for, or
exercise any right with respect to, the registration of any Common Shares or any
security convertible into or exercisable or exchangeable for Common Shares.

4. Terms of Public Offering. The Selling Shareholder is advised by you
that the Underwriters propose to make a public offering of the Shares as soon
after the Registration Statement and this Agreement have become effective as in
your judgment is advisable. The
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Selling Shareholder is further advised by you that the Shares are to be offered
to the public initially at $____ a share (the "PUBLIC OFFERING PRICE") and to
certain dealers selected by you at a price that represents a concession not in
excess of $____ a share under the Public Offering Price.

5. Payment and Delivery. Payment for the Shares to be sold shall be
made to the Selling Shareholder in Federal or other funds immediately available
in New York City against delivery of such Shares for the respective accounts of
the several Underwriters at 10:00 a.m., New York City time, on _________, 2001,
or at such other time on the same or such other date, not later than _________,
2001, as shall be designated in writing by you. The time and date of such
payment are hereinafter referred to as the "CLOSING DATE".

Payment for any Additional Shares shall be made to the Selling
Shareholder Company in Federal or other funds immediately available in New York
City against delivery of such Additional Shares for the respective accounts of
the several Underwriters at 10:00 a.m., New York City time, on the date
specified in the notice described in Section 3 or at such other time on the same
or on such other date, in any event not later than _______, 2001, as shall be
designated in writing by you. The time and date of such payment are hereinafter
referred to as the "OPTION CLOSING DATE".

Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than one full business day prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes payable
in connection with the transfer of the Shares to the Underwriters duly paid,
against payment of the Purchase Price therefor.

6. Conditions to the Underwriters' Obligations. The several obligations
of the Underwriters to purchase and pay for the Shares on the Closing Date are
subject to the following conditions:

(a) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date:

(i) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading or of
any review for a possible change that does not indicate the direction
of the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act; and

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(ii) there shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Company
and its subsidiaries, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement) that, in your judgment, is
material and adverse and that makes it, in your judgment,
impracticable to market the Shares on the terms and in the manner
contemplated in the Prospectus.

(b) (i) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of
the Company, to the effect set forth in Section 6(a)(i) above and to the
effect that the representations and warranties of the Company contained in
this Agreement are true and correct as of the Closing Date and that the
Company has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied hereunder on or before
the Closing Date.

The officer signing and delivering such certificates may rely upon the
best of his or her knowledge as to proceedings threatened.

(ii) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer
of the Selling Shareholder, to the effect that the representations and
warranties of the Selling Shareholder contained in this Agreement are
true and correct as of the Closing Date and that the Selling
Shareholder has complied with all of the agreements and satisfied all
of the conditions on its part to be performed or satisfied hereunder
on or before the Closing Date.

(c) The Underwriters shall have received on the Closing Date an
opinion of Conyers, Dill & Pearman, counsel for the Company, dated the
Closing Date, to the effect that:

(i) the Company has been duly formed and is validly existing as a
company in good standing under the laws of Bermuda, has the corporate
power and authority to own its property and to conduct its business as
described in the Prospectus and is duly qualified to transact business
and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole;

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(ii) each subsidiary of the Company has been duly incorporated,
is validly existing as a corporation in good standing under the laws
of the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole;

(iii) the Common Shares (including the Shares to be sold by the
Selling Shareholder) have been duly authorized and are validly issued,
fully paid and non-assessable;

(iv) all of the issued shares of capital stock of each subsidiary
of the Company have been duly and validly authorized and issued, are
fully paid and non-assessable and are owned directly by the Company,
free and clear of all liens, encumbrances, equities or claims;

(v) this Agreement has been duly authorized, executed and
delivered by the Company;

(vi) the statements in the Prospectus under the captions
"Description of the Common Shares", "Business-Regulation" and
"Enforcement of Civil Liberties under United States Federal Laws",
insofar as such statements constitute summaries of the Bermuda legal
matters, documents or proceedings referred to therein, fairly present
the information called for with respect to such legal matters,
documents and proceedings and fairly summarize the matters referred to
therein;

(vii) after due inquiry, such counsel does not know of any
Bermuda legal or governmental proceedings pending or threatened to
which the Company or any of its subsidiaries is a party or to which
any of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration
Statement or the Prospectus and are not so described or of any Bermuda
statutes, regulations, contracts or other documents that are required
to be described in the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement that are not
described or filed as required; and

(viii) the Company and its subsidiaries (A) are in compliance
with any and all applicable Environmental Laws and applicable
Insurance Laws, (B) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws and
applicable Insurance Laws to conduct their respective
13


businesses and (C) are in compliance with all terms and conditions of
any such permit, license or approval, except where such noncompliance
with Environmental Laws and Insurance Laws, failure to receive
required permits, licenses or other approvals or failure to comply
with the terms and conditions of such permits, licenses or approvals
would not, singly or in the aggregate, have a Material Adverse Effect
on the Company and its subsidiaries, taken as a whole.

(d) The Underwriters shall have received on the Closing Date an
opinion of Willkie Farr & Gallagher U.S., counsel for the Company,
dated the Closing Date, to the effect that:

(i) the authorized capital shares of the Company conforms as
to legal matters in all material respects to the description
thereof contained in the Prospectus;

(ii) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, this
Agreement will not, to the best of such counsel's knowledge,
contravene any agreement or other instrument binding upon the
Company or any of its subsidiaries that is material to the
Company and its subsidiaries, taken as a whole, or, to the best
of such counsel's knowledge, any judgment, order or decree of any
U.S. governmental body, agency or court having jurisdiction over
the Company or any subsidiary, and no consent, approval,
authorization or order of, or qualification with, any U.S.
governmental body or agency is required for the performance by
the Company of its obligations under this Agreement, except such
as may already have been obtained or as may be required by the
securities or Blue Sky laws of the various states in connection
with the sale of the Shares;

(iii) the statements (A) in the Prospectus under the
captions "Description of our Common Shares", "Certain Tax
Considerations", "Business-Regulations" and "Underwriters" and
(B) in the Registration Statement in Item 15, in each case
insofar as such statements constitute summaries of the U.S. legal
matters, documents or proceedings referred to therein, fairly
present the information called for with respect to such legal
matters, documents and proceedings and fairly summarize the
matters referred to therein;

(iv) after due inquiry, such counsel does not know of any
U.S. legal or governmental proceedings pending or threatened to
which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its
subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described
or of any U.S. statutes, regulations, contracts or other
documents that are required to be described in the

14


Registration Statement or the Prospectus or to be filed as exhibits to
the Registration Statement that are not described or filed as
required;

(v) the Company is not and, after giving effect to the sale of
the Shares and the application of the proceeds thereof as described in
the Prospectus, will not be required to register as an "investment
company" as such term is defined in the Investment Company Act of
1940, as amended; and

(vi) such counsel (A) is of the opinion that each document, if
any, filed pursuant to the Exchange Act and incorporated by reference
in the Registration Statement and the Prospectus (except for financial
statements and schedules and other financial and statistical data as
to which such counsel need not express any belief) complied when so
filed as to form in all material respects with the Exchange Act and
the applicable rules and regulations of the Commission thereunder, (B)
is of the opinion that the Registration Statement and Prospectus
(except for financial statements and schedules and other financial and
statistical data included therein as to which such counsel need not
express any opinion) comply as to form in all material respects with
the Securities Act and the applicable rules and regulations of the
Commission thereunder, (C) has no reason to believe that (except for
financial statements and schedules and other financial and statistical
data as to which such counsel need not express any belief) the
Registration Statement and the prospectus included therein at the time
the Registration Statement became effective contained and, as of the
date such opinion is delivered, contains any untrue statement of a
material fact or omitted or omits to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading and (D) has no reason to believe that (except for financial
statements and schedules and other financial and statistical data as
to which such counsel need not express any belief) the Prospectus as
of the date such opinion is delivered contains any untrue statement of
a material fact or omits to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

In rendering their opinions as aforesaid, Willkie Farr & Gallagher may
rely, as to factual matters, on written certificates of the officers
of the Company and , as to matters of Bermuda law, on the opinion of
Conyers, Dill & Pearman, dated as of the Closing Date; provided that
(1) you are notified in advance of Willkie Farr & Gallagher's
intention to rely on the opinion of Conyers, Dill & Pearman, (2) such
reliance is expressly authorized by such opinion as delivered to the
Underwriters and (3) Willkie Farr & Gallagher shall state in their
opinion that they believe that they and the Underwriters are justified
in relying on such opinion of Conyers, Dill & Pearman.

15



(e) The Underwriters shall have received on the Closing Date an
opinion of Kathleen Chagnon, general counsel for the Selling Shareholder
("SELLING SHAREHOLDER COUNSEL"), dated the Closing Date, to the effect
that:

(i) this Agreement has been duly authorized, executed and
delivered by or on behalf of the Selling Shareholder;

(ii) the execution and delivery by the Selling Shareholder of,
and the performance by the Selling Shareholder of its obligations
under, this Agreement and the Custody Agreement and Power of Attorney
of the Selling Shareholder will not contravene any provision of
applicable law, or the certificate of incorporation or by-laws of the
Selling Shareholder, or, to the best of such counsel's knowledge, any
agreement or other instrument binding upon the Selling Shareholder or,
to the best of such counsel's knowledge, any judgment, order or decree
of any governmental body, agency or court having jurisdiction over the
Selling Shareholder, and no consent, approval, authorization or order
of, or qualification with, any governmental body or agency is required
for the performance by the Selling Shareholder of its obligations
under this Agreement or the Custody Agreement or Power of Attorney of
the Selling Shareholder, except such as may be required by the
securities or Blue Sky laws of the various states in connection with
the sale of the Shares;

(iii) the Selling Shareholder has valid title to the Shares to be
sold and the legal right and power, and all authorization and approval
required by law, to enter into this Agreement and the Custody
Agreement and Power of Attorney of the Selling Shareholder and to
sell, transfer and deliver the Shares to be sold by the Selling
Shareholder;

(iv) the Custody Agreement and the Power of Attorney of the
Selling Shareholder have been duly authorized, executed and delivered
by the Selling Shareholder and are valid and binding agreements of the
Selling Shareholder;

(v) upon delivery of the Shares to be sold by the Selling
Shareholder pursuant to this Agreement, the several underwriters will
acquire such Shares free of any adverse claim thereto (within the
meaning of Section 8-102 of the Uniform Commercial Code); and

(vi) solely with respect to the information under the caption
"The Selling Shareholder" and any other information provided by the
Selling Shareholder to the Company or the Underwriters in writing
expressly for inclusion in the Registration Statement and Prospectus,
such counsel has not reason to believe that the Registration Statement
or the Prospectus (except for financial statements
16

and schedules and other financial and statistical data as to which
such counsel need not express any belief) contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading and has no reason to believe that (except for
financial statements and schedules and other financial and statistical
data as to which such counsel need not express any belief) the
Prospectus contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading.

In rendering the opinion (v) above, such counsel may assume that the
Underwriters will acquire the Shares without knowledge of the existence of
adverse claims thereto.

(f) The Underwriters shall have received on the Closing Date an opinion of
LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for the Underwriters, dated
the Closing Date, in form and substance reasonably acceptable to the
underwriters and an opinion of Appleby, Spurling & Kempe, dated the
Closing Date, covering the matters referred to in Section 6(c)(iii) and
otherwise in form and substance reasonably acceptable to the Underwriters.
In rendering those opinions above, LeBoeuf, Lamb, Greene & MacRae, L.L.P.
may rely, as to factual matters, on written certificates of officers of the
Company and, as to matters governed by the laws of Bermuda, on the opinion
of Appleby, Spurling & Kempe.

With respect to clauses (C) and (D) of paragraph Section 6(d)(vi)
above, Willkie Farr & Gallagher, and with respect the Section 6(e)(vi),
Selling Shareholder Counsel, may state that their opinion and belief are
based upon their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto and
documents incorporated by reference and review and discussion of the
contents thereof, but are without independent check or verification except
as specified. With respect to ____, LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
may state that their opinion and belief are based upon their participation
in the preparation of the Registration Statement and Prospectus and any
amendments or supplements thereto (other than the documents incorporated by
reference) and review and discussion of the contents thereof (including the
documents incorporated by reference), but are without independent check or
verification except as specified.

The opinions of Conyers, Dill & Pearman Willkie Farr & Gallagher and
Selling Shareholder Counsel described in Sections 6(c), 6(d) and 6(e) above
shall be rendered to the Underwriters at the request of the Company or the
Selling Shareholder, as the case may be, and shall so state therein.

17



(g) The Underwriters shall have received, on each of the date hereof
and the Closing Date, a letter dated the date hereof or the Closing Date,
as the case may be, in form and substance reasonably satisfactory to the
Underwriters, from Ernst & Young LLP, independent public accountants,
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained in or
incorporated by reference into the Registration Statement and the
Prospectus; provided that the letter delivered on the Closing Date shall
use a "cut-off date" not earlier than the date hereof.

(h) The "lock-up" agreements, each substantially in the form of
Exhibit A hereto, between you and certain officers and directors of the
Company relating to sales and certain other dispositions of Common Shares
or certain other securities, delivered to you on or before the date hereof,
shall be in full force and effect on the Closing Date.

The several obligations of the Underwriters to purchase Additional
Shares hereunder are subject to the delivery to you on the Option Closing Date
of such documents as you may reasonably request with respect to the good
standing of the Company, the due authorization and issuance of the Additional
Shares and other matters related to the issuance of the Additional Shares.

7. Covenants of the Company. In further consideration of the agreements
of the Underwriters herein contained, the Company covenants with each of the
Underwriters as follows:

(a) To furnish to you, without charge, 4 signed copies of the
Registration Statement (including exhibits thereto and documents
incorporated by reference) and for delivery to each other Underwriter a
conformed copy of the Registration Statement (without exhibits thereto but
including documents incorporated by reference) and to furnish to you in New
York City, without charge, prior to 10:00 a.m. New York City time on the
business day next succeeding the date of this Agreement and during the
period mentioned in Section 7(d) below, as many copies of the Prospectus
and any supplements and amendments thereto or to the Registration Statement
as you may reasonably request. The terms "supplement" and "amendment" or
"amend" as used in this Agreement shall include all documents subsequently
filed by the Company with the Commission pursuant to the Exchange Act that
are deemed to be incorporated by reference in the Prospectus.

(b) Before amending or supplementing the Registration Statement or the
Prospectus, to furnish to you a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to
which you reasonably object, and to file with the Commission within the
applicable period specified in Rule 424(b) under the Securities Act any
prospectus required to be filed pursuant to such Rule.

18



(c) If, during such period after the first date of the sale of the
Shares as in the opinion of counsel for the Underwriters the Prospectus is
required by law to be delivered in connection with sales by an Underwriter
or dealer, any event shall occur or condition exist as a result of which it
is necessary to amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances when the Prospectus
is delivered to a purchaser, not misleading, or if, in the reasonable
opinion of counsel for the Underwriters, it is necessary to amend or
supplement the Prospectus to comply with applicable law, forthwith to
prepare, file with the Commission and furnish, at its own expense, to the
Underwriters and to the dealers (whose names and addresses you will furnish
to the Company) to which Shares may have been sold by you on behalf of the
Underwriters and to any other dealers upon request, either amendments or
supplements to the Prospectus so that the statements in the Prospectus as
so amended or supplemented will not, in the light of the circumstances when
the Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus, as amended or supplemented, will comply with law.

(d) To endeavor to qualify the Shares for sale under the securities or
Blue Sky laws of such jurisdictions as you shall reasonably request
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction.

(e) To timely file such reports pursuant to the Exchange Act in order
to make generally available to its securityholders as soon as practicable
an earnings statement that satisfies the provisions of Section 11(a) of the
Securities Act and the rules and regulations of the Commission thereunder.

8. Expenses. Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, the Company agrees to
pay or cause to be paid all expenses incident to the performance of its
obligations under this Agreement, including: (i) the fees, disbursements and
expenses of the Company's counsel, the Company's accountants and all other fees
or expenses in connection with the preparation and filing of the Registration
Statement, any preliminary prospectus, the Prospectus and amendments and
supplements to any of the foregoing, including all printing costs associated
therewith, and the mailing and delivering of copies thereof to the Underwriters
and dealers, in the quantities hereinabove specified, (ii) all costs and
expenses related to printing the certificates representing the shares and the
transfer and delivery of the Shares to the Underwriters, including any transfer
or other taxes payable thereon, (iii) the cost of printing or producing any Blue
Sky or Legal Investment memorandum in connection with the sale of the Shares
under state securities laws and all expenses in connection with the
qualification of the Shares for sale under state securities laws as provided in
Section 7(d) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky or Legal Investment
memorandum, (iv) all filing fees and the
19


reasonable fees and disbursements of counsel to the Underwriters incurred in
connection with the review and qualification of the offering of the Shares by
the National Association of Securities Dealers, Inc., (v) all fees and expenses
incident to listing the Shares on the New York Stock Exchange, (vi) the costs
and charges of any transfer agent, registrar or depositary, and (vii) the costs
and expenses of the Company relating to investor presentations on any "road
show" undertaken in connection with the marketing of the offering of the Shares,
including, without limitation, expenses associated with the production of road
show slides and graphics, travel and lodging expenses of the representatives and
officers of the Company, and the cost of any aircraft chartered in connection
with the road show with the prior approval of the Company. It is understood,
however, that except as provided in this Section, Section 9 entitled "Indemnity
and Contribution", and the last paragraph of Section 11 below, the Underwriters
will pay all of their costs and expenses, including fees and disbursements of
their counsel, stock transfer taxes payable on resale of any of the Shares by
them and any advertising expenses connected with any offers they may make.

The provisions of this Section shall not supersede or otherwise affect
any agreement that the Selling Shareholder and the Company may otherwise have
for the allocation of such expenses among themselves.

9. Indemnity and Contribution. (a) The Company agrees to indemnify and
hold harmless each of the Underwriters and each person, if any, who controls any
of the Underwriters within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against any and all losses,
claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred in connection with defending or investigating
any such action or claim) caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or any
amendment thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by 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, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any of the
Underwriters furnished to the Company in writing by such Underwriter through you
expressly for use therein. [; provided, however, that the foregoing indemnity
agreement shall not inure to the benefit of any Underwriter from whom the person
asserting any such losses, claims, damages or liabilities purchased Shares, or
any person controlling such Underwriter, if a copy of the Prospectus (as then
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Underwriter
to such person at or prior to the written confirmation of the sale of the Shares
to such person, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such losses, claims, damages or liabilities.]

20



(b) The Selling Shareholder agrees, to indemnify and hold harmless each
of the Underwriters and each person, if any, who controls any of the
Underwriters within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by 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, but only with reference to the information relating to
the Selling Shareholder as well as any other information furnished in writing by
or on behalf of the Selling Shareholder expressly for use in the Registration
Statement, any preliminary prospectus, the Prospectus or any amendments or
supplements thereto.

(c) Each of the Underwriters agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Selling Shareholder, the directors
of the Company, the officers of the Company who sign the Registration Statement
and each person, if any, who controls the Company or the Selling Shareholder
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment thereof,
any preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by 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,
but only with reference to information relating to such Underwriter furnished to
the Company in writing by such Underwriter through you expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.

(d) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 9(a), 9(b) or 9(c), such person (the "INDEMNIFIED
PARTY") shall promptly notify the person against whom such indemnity may be
sought (the "INDEMNIFYING PARTY") in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such
21


proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in respect of the
legal expenses of any indemnified party in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for (i) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Underwriters and all persons, if any, who control any Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, (ii) the fees and expenses of more than one separate firm (in addition to
any local counsel) for the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company within
the meaning of either such Section and (iii) the fees and expenses of more than
one separate firm (in addition to any local counsel) for the Selling Shareholder
and all persons, if any, who control the Selling Shareholder within the meaning
of either such Section, and that all such fees and expenses shall be reimbursed
as they are incurred. In the case of any such separate firm for the Underwriters
and such control persons of any of the Underwriters, such firm shall be
designated in writing by Morgan Stanley & Co. Incorporated. In the case of any
such separate firm for the Company, and such directors, officers and control
persons of the Company, such firm shall be designated in writing by the Company.
In the case of any such separate firm for the Selling Shareholder and such
control persons of the Selling Shareholder, such firm shall be designated in
writing by the persons named as attorneys-in-fact for the Selling Shareholder
under the Power of Attorney. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.

(e) To the extent the indemnification provided for in Section 9(a),
9(b) or 9(c) is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such
22


proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party or
parties on the other hand from the sale of the Shares or (ii) if the allocation
provided by clause 9(e)(i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause 9(e)(i) above but also the relative fault of the indemnifying party
or parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling
Shareholder on the one hand and the Underwriters on the other hand in connection
with the sale of the Shares shall be deemed to be in the same respective
proportions as the net proceeds from the sale of the Shares (before deducting
expenses) received by the Selling Shareholder and the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover of the Prospectus, bear to the aggregate Public
Offering Price of the Shares. The relative fault of the Company and the Selling
Shareholder on the one hand and the Underwriters 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 and the Selling
Shareholder or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Underwriters' respective obligations to contribute pursuant to
this Section 9 are several in proportion to the respective number of Shares they
have purchased hereunder, and not joint.

(f) The Company and the Selling Shareholder and the Underwriters agree
that it would not be just or equitable if contribution pursuant to this Section
9 were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in Section 9(e).
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 9, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 9 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

(g) The indemnity and contribution provisions contained in this Section
9 and the representations, warranties and other statements of the Company and
the Selling Shareholder
23


contained in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made
by or on behalf of any of the Underwriters or any person controlling any of the
Underwriters, the Selling Shareholder or any person controlling the Selling
Shareholder, or the Company, its officers or directors or any person controlling
the Company and (iii) acceptance of and payment for any of the Shares. [The
provisions of this Section 10 shall not affect any contribution or similar
agreement or arrangement among the Company and the Selling Shareholder, as among
them.]

10. Termination. This Agreement shall be subject to termination by
notice given by you to the Company and the Selling Shareholder, if (a) after the
execution and delivery of this Agreement and prior to the Closing Date (i)
trading generally shall have been suspended or materially limited on or by, as
the case may be, any of the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc., the Chicago
Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board
of Trade, (ii) trading of any securities of the Company shall have been
suspended on any exchange or in any over-the-counter market, (iii) a general
moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities of competent jurisdiction or
(iv) there shall have occurred any outbreak or escalation of hostilities or any
change in financial markets or any calamity or crisis that, in your judgment, is
material and adverse and (b) in the case of any of the events specified in
clauses 10(a)(i) through 10(a)(iv), such event, singly or together with any
other such event, makes it, in your judgment, impracticable to market the Shares
on the terms and in the manner contemplated in the Prospectus.

11. Effectiveness; Defaulting Underwriters. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or the Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase Shares that
it has or they have agreed to purchase hereunder on such date, and the aggregate
number of Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate number
of the Shares to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the number of the Shares set forth
opposite their respective names in Schedule II bears to the aggregate number of
the Shares set forth opposite the names of all such non-defaulting Underwriters,
or in such other proportions as you may specify, to purchase the Shares which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase on such date; provided that in no event shall the number of Shares that
any Underwriter has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 11 by an amount in excess of one-ninth of such number
of Shares without the written consent of such Underwriter. If, on the Closing
Date, any Underwriter or Underwriters shall fail or refuse to purchase the
Shares and the aggregate number of the Shares with respect to which such default
occurs is more than one-tenth of the aggregate number of the Shares to be

24


purchased, and arrangements satisfactory to you, the Company and the Selling
Shareholder for the purchase of such Shares are not made within 36 hours after
such default, this Agreement shall terminate without liability on the part of
any non-defaulting Underwriter, the Company or the Selling Shareholder. In any
such case either you or the Selling Shareholder and the Company shall have the
right to postpone the Closing Date, but in no event for longer than seven days,
in order that the required changes, if any, in the Registration Statement and in
the Prospectus or in any other documents or arrangements may be effected. If, on
the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Additional Shares and the aggregate number of Additional Shares with
respect to which such default occurs is more than one-tenth of the aggregate
number of Additional Shares to be purchased, the non-defaulting Underwriters
shall have the option to (i) terminate their obligation hereunder to purchase
Additional Shares or (ii) purchase not less than the number of Additional Shares
that such non-defaulting Underwriters would have been obligated to purchase in
the absence of such default. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of any the Company or the
Selling Shareholder to comply with the terms or to fulfill any of the conditions
of this Agreement, or if for any reason the Company or the Selling Shareholder
shall be unable to perform its obligations under this Agreement, the Company
will reimburse the Underwriters, or such Underwriters as have so terminated this
Agreement with respect to themselves, severally, for all out-of-pocket expenses
(including the fees and disbursements of their counsel) reasonably incurred by
such Underwriters in connection with this Agreement or the offering contemplated
hereunder.

12. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

13. Applicable Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.

14. Consent to Jurisdiction. With respect to any suit, action or
proceeding against it arising out of or relating to this Agreement, each of the
Company and the Selling Shareholder irrevocably submits to the non-exclusive
jurisdiction of the courts of the State of New York and the United States
District Courts in each case located in the Borough of Manhattan, City and State
of New York. In addition, each such party irrevocably waives any objection which
it may now or hereafter have to the laying of venue of such suit, action or
proceeding brought in any such court and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.

25



For purposes of any such suit, action or proceeding brought in any of
the foregoing courts, each of the Company and the Selling Shareholder agrees to
maintain an agent for service of process in the Borough of Manhattan, City and
State of New York, at all times while any Securities shall be outstanding, and
for that purpose each of the Company and the Selling Shareholders hereby
irrevocably designates ______________, whose office address at the date hereof
is [ ], to receive for and on its behalf service of process. In the event that
any such agent for service of process resigns or ceases to serve as the agent
of any such party hereunder, each of the Company and the Selling Shareholder
agrees to give notice as provided in Section 15 herein of the name and address
of any new agent for service of process with respect to it appointed hereunder.

If, despite the foregoing, in any such suit, action or proceeding
brought in any of the aforesaid courts, there is for any reason no such agent
for service of process of the Company available to be served, then to the extent
that service of process by mail shall then be permitted by applicable law, the
Company further irrevocably consents to the service of process on it in any such
suit, action or proceeding in any such court by the mailing thereof by
registered or certified mail, postage prepaid, to it at its address given in or
pursuant to Section 15 hereof.

Nothing herein contained shall preclude any party from effecting
service of process in any lawful manner or from bringing any suit, action or
proceeding in respect of this Agreement in any other state, country or place.

15. Notices. Notices given pursuant to any provision of this Agreement
shall be addressed as follows: (i) if to the Company, to at Renaissance House,
8-12 East Broadway, Pembroke HM 19 Bermuda, telephone (441) 295-4513, attention:
Chief Financial Officer; with a copy to Willkie Farr & Gallagher, 787 Seventh
Avenue, New York, New York 10019, attention John S. D'Alimonte, Esq.; (ii) if to
the Selling Shareholder, to [ .]; and (iii) if to any Underwriter or to you, to
you c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York
10036, Attention: ______________, or in any case to such other address as the
person to be notified may have requested in writing.




26




16. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

Very truly yours,


RENAISSANCERE HOLDINGS, LTD.


By:____________________________
Name:
Title:


UNITED STATES FIDELITY AND GUARANTY
COMPANY


By:____________________________
Name:
Title:


Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

Acting severally on behalf
of themselves and the
several Underwriters named
in Schedule I hereto.

By: Morgan Stanley & Co. Incorporated


By:___________________________
Name:
Title:





27





SCHEDULE I



NUMBER OF
SHARES
UNDERWRITER TO BE PURCHASED

Morgan Stanley & Co. Incorporated

J.P. Morgan Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith
Incorporated


[NAMES OF OTHER UNDERWRITERS]














---------------

Total ........
===============







EXHIBIT A





[FORM OF LOCK-UP LETTER]


____________ 2001

Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036

Dear Sirs and Mesdames:

The undersigned understands that Morgan Stanley & Co. Incorporated
("MORGAN STANLEY") proposes to enter into an Underwriting Agreement (the
"UNDERWRITING AGREEMENT") with RenaissanceRe Holdings Ltd, a Bermuda corporation
(the "COMPANY"), and United States Fidelity and Guaranty Company, a Maryland
company (the "SELLING SHAREHOLDER"), providing for the public offering (the
"PUBLIC OFFERING") by the several Underwriters, including Morgan Stanley (the
"UNDERWRITERS"), of ___ shares (the "SHARES") of the common shares, par value
$1.00 per share, of the Company (the "COMMON SHARES") owned by the Selling
Shareholder.

To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period commencing
on the date hereof and ending [___] days after the date of the final prospectus
relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any Common Shares or
any securities convertible into or exercisable or exchangeable for Common
Shares, or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Common Shares, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any
Shares to the Underwriters pursuant to the Underwriting Agreement, (b)
transactions relating to shares of Common Shares or other securities acquired in
open market transactions after the completion of the Public Offering, (c) the
issuance of shares and employee stock options pursuant to the Company's employee
stock plans in effect on the date hereof, (d) the pledge of common shares by
employees of the Company to secure loans to purchase its securities or (e) in
the case of natural persons, any disposition made among such persons' family
members or affiliates. In addition, the undersigned agrees that, without the
prior written consent of Morgan Stanley on behalf of the Underwriters, it will
not, during the period commencing on the date hereof and ending [__] days after
the date of the Prospectus, make any demand for or exercise any right with
respect to, the registration of any Common Shares or any security convertible
into or exercisable or exchangeable for Common Shares.

Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions.


Very truly yours,


-------------------------
(Name)

-------------------------