UNDERWRITING AGREEMENT

EXECUTION COPY

$150,000,000

RenaissanceRe Holdings Ltd.

7% Senior Notes Due 2008

Underwriting Agreement

New York, New York
July 12, 2001

To the Representatives
named in Schedule I hereto
of the Underwriters named
in Schedule II hereto


Ladies and Gentlemen:

RenaissanceRe Holdings Ltd., a corporation organized under the
laws of Bermuda (the "Company"), proposes to sell to the several underwriters
named in Schedule II hereto (the "Underwriters"), for whom you (the
"Representatives") are acting as representatives, the principal amount of its
securities identified in Schedule I hereto (the "Securities"), to be issued
under an indenture and a supplemental indenture (together, the "Indenture"), in
each case to be entered into between the Company and Bankers Trust Company, as
trustee (the "Trustee"). To the extent there are no additional Underwriters
listed on Schedule I other than you, the term Representatives as used herein
shall mean you, as Underwriters, and the terms Representatives and Underwriters
shall mean either the singular or plural as the context requires. Any reference
herein to the Registration Statement, the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Exchange Act on or before the effective date of the
Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be; and
any reference herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act after the effective date of
the Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed
to be incorporated therein by reference. Certain terms used herein are defined
in Section 17 hereof.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1.

(a) The Company meets the requirements for use of Form S-3
under the Act and has prepared and filed with the Commission a
registration statement (the file number of which is set forth in
Schedule I hereto) on Form S-3, including a related basic prospectus,
for registration under the Act of the offering and sale of the
Securities. 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. The Company will next file with the
Commission a final prospectus supplement relating to the Securities in
accordance with Rules 415 and 424(b). The Registration Statement, at
the Execution Time, meets the requirements set forth in Rule
415(a)(1)(x).

(b) The Registration Statement did, when it became effective,
and will, at the time of the effectiveness of any post-effective
amendment thereto or any Rule 462(b) Registration Statement, and when
the Final Prospectus is first filed (if required) in accordance with
Rule 424(b) and on the Closing Date (as defined herein), the Final
Prospectus (and any supplement thereto) will, comply in all material
respects with the applicable requirements of the Act, the Exchange Act
and the Trust Indenture Act and the respective rules thereunder; the
Registration Statement did not, when it became effective, and will not,
on the Execution Time or at the time of the effectiveness of any
post-effective amendment thereto or any Rule 462(b) Registration
Statement, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; on the effective
date of the Registration Statement, on the Closing Date and at the time
of the effectiveness of any post-effective amendments thereto or any
Rule 462(b) Registration Statement, the Indenture did or will comply in
all material respects with the applicable requirements of the Trust
Indenture Act and the rules thereunder; and, on the date of any filing
pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus
(together with any supplement thereto) will not include any untrue
statement of a material fact or omit 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; provided,
however, that the Company makes no representations or warranties as to
(i) that part of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Underwriter
through the Representatives specifically for inclusion in the
Registration Statement or the Final Prospectus (or any supplement
thereto).

(c) Each of the Company and Renaissance Reinsurance Ltd.,
Glencoe Insurance Ltd., DeSoto Insurance Company, DeSoto Prime
Insurance Company and Nobel Insurance Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction in which it is chartered or
organized with full corporate power and authority to own or lease, as
the case may be,


2
and to operate its properties and conduct its business as described in
the Final Prospectus, and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction
which requires such qualification except to the extent in each case
that failure to be so qualified or be in good standing would not have a
material adverse effect on (i) the condition (financial or otherwise),
prospects, earnings, business or properties of the Company and its
subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, or (ii) the ability of
the Company to consummate the transactions contemplated by this
Agreement (a "Material Adverse Effect").

(d) All the outstanding shares of capital stock of each
subsidiary have been duly and validly authorized and issued and are
fully paid and nonassessable, and, except as otherwise set forth in the
Final Prospectus, all outstanding shares of capital stock of the
subsidiaries are owned by the Company either directly or through wholly
owned subsidiaries free and clear of any perfected security interest or
any other security interests, claims, liens or encumbrances.

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

(f) The Indenture and the Securities conform in all material
respects to the descriptions thereof contained in the Final Prospectus.

(g) The Indenture has been duly authorized, executed and
delivered, has been duly qualified under the Trust Indenture Act, and
constitutes a legal, valid and binding instrument enforceable against
the Company in accordance with its terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors' rights generally from
time to time in effect and to general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith
and fair dealing, regardless of whether considered in a proceeding in
equity or at law); and the Securities have been duly authorized and,
when executed and authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the Underwriters
pursuant to this Agreement, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the Indenture.

(h) The Company is not and, after giving effect to the
offering and sale of the Securities and the application of the proceeds
thereof as described in the Final Prospectus, will not be an
"investment company" as defined in the Investment Company Act of 1940,
as amended.

(i) No consent, approval, authorization, filing with or order
of any court or governmental agency or body is required in connection
with the transactions contemplated herein, except (i) filings required
under Rule 424(b), (ii) the qualification of the Indenture under the
Trust Indenture Act and (iii) as may be required under the blue sky
laws of any jurisdiction in connection with the purchase and
distribution of the


3
Securities by the Underwriters in the manner contemplated herein and in
the Final Prospectus.

(j) Neither the execution and delivery by the Company of this
Agreement, the issue and sale of the Securities nor the consummation of
any other of the transactions herein contemplated, nor the fulfillment
of the terms hereof will conflict with, result in a breach or violation
or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or of Renaissance Reinsurance Ltd. and Glencoe
Insurance Ltd. (the "Subsidiaries") pursuant to, (i) the charter,
memorandum of association or bye-laws of the Company or the
Subsidiaries, (ii) the terms of any material indenture, contract,
lease, mortgage, deed of trust, note agreement, loan agreement or other
material agreement, obligation, condition, covenant or instrument to
which the Company or any of the Subsidiaries is a party or bound or to
which its or their property is subject, or (iii) any statute, law,
rule, regulation, judgment, order or decree applicable to the Company
or any of its subsidiaries of any court, regulatory body,
administrative agency or other governmental body having jurisdiction
over the Company or any of its subsidiaries or any of its or their
properties.

(k) 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 Registration Statement (exclusive of any
amendments or supplements thereto subsequent to the date of this
Agreement).

(l) No legal or governmental action, suit or proceedings by or
before any court or governmental agency, authority or body involving
the Company or the Subsidiaries or its or their property is pending or,
to the best knowledge of the Company, threatened that would reasonably
be expected to have a Material Adverse Effect, except as set forth in
or contemplated in the Final Prospectus (exclusive of any supplement
thereto). 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 Final 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 Final
Prospectus or to be filed as exhibits to the Registration Statement
that are not described or filed as required.

(m) Each of the Company and each of the Subsidiaries owns or
leases all such properties as are necessary to the conduct of its
operations as presently conducted.

(n) Neither the Company nor any Subsidiary is in violation or
default of (i) any provision of its charter, memorandum of association
or bye-laws, (ii) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other
agreement, obligation, condition, covenant or instrument to which it is
a party or bound or to which its property is subject, or (iii) any
statute, law, rule, regulation, judgment, order or decree of any court,
regulatory body, administrative agency or other governmental body
having jurisdiction over the Company or such Subsidiary or any of its


4
properties, as applicable, except for such conflicts, breaches,
violations or impositions which, singly or in the aggregate, would not
have a Material Adverse Effect.

(o) The Company and the Subsidiaries possess all licenses,
certificates, permits and other authorizations issued by the
appropriate federal, state or foreign regulatory authorities necessary
to conduct their respective businesses, except where the failure to so
possess such licenses, certificates, permits and authorizations would
not, singly or in the aggregate, have a Material Adverse Effect, and
neither the Company nor any such Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such
certificate, authorization or permit which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would
have a Material Adverse Effect, except as set forth in or contemplated
in the Final Prospectus (exclusive of any supplement thereto).

(p) The Company and the 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 non-compliance 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.

(q) 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.

(r) 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 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, 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. The financial
statements of the Subsidiaries, from which certain ratios and other
statistical data filed as a part of the Registration Statement or
included or incorporated in the Final Prospectus have been derived,
have for each relevant period been prepared in conformity with
accounting


5
practices required or permitted by applicable Insurance Laws of
Bermuda, to the extent applicable to such company, and such 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.

(s) The statutory financial statements of the subsidiaries of
the Company 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 Final
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 to the
extent applicable to such company, and by the applicable Insurance
Laws, 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 subsidiaries as at the
dates thereof, and the statutory basis results of operations of the
subsidiaries for the periods covered thereby.

(t) 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; none of the Company or any of its subsidiaries
has received any written 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.

(u) Except as disclosed in the Final 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.

(v) 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.

Any certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale. Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each


6
Underwriter, and each Underwriter agrees, severally and not jointly, to purchase
from the Company, at the purchase price set forth in Schedule I hereto, the
principal amount of the Securities set forth opposite such Underwriter's name in
Schedule II hereto.

3. Delivery and Payment. Delivery of and payment for the
Securities shall be made on the date and at the time specified in Schedule I
hereto or at such time on such later date not more than three Business Days
after the foregoing date as the Representatives shall designate, which date and
time may be postponed by agreement between the Representatives and the Company
or as provided in Section 9 hereof (such date and time of delivery and payment
for the Securities being herein called the "Closing Date"). Delivery of the
Securities shall be made to the Representatives for the respective accounts of
the several Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. Delivery of the Securities shall be made through the facilities of
The Depository Trust Company unless the Representatives shall otherwise
instruct.

4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Final Prospectus.

5. Agreements. The Company agrees with the several
Underwriters that:

(a) The Company will use its best efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereof, to become effective. Prior to the termination of the
offering of the Securities, the Company will not file any amendment of
the Registration Statement or supplement (including the Final
Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus
or any Rule 462(b) Registration Statement unless the Company has
furnished you a copy for your review prior to filing and will not file
any such proposed amendment or supplement to which you reasonably
object. Subject to the foregoing sentence ,the Company will cause the
Final Prospectus, properly completed, and any supplement thereto to be
filed with the Commission pursuant to the applicable paragraph of Rule
424(b) within the time period prescribed and will provide evidence
satisfactory to the Representatives of such timely filing. The Company
will promptly advise the Representatives: (1) when the Registration
Statement, if not effective at the Execution Time, shall have become
effective; (2) when the Final Prospectus, and any supplement thereto,
shall have been filed (if required) with the Commission pursuant to
Rule 424(b) or when any Rule 462(b) Registration Statement shall have
been filed with the Commission; (3) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement
shall have been filed or become effective; (4) of any request by the
Commission or its staff for any amendment of the Registration
Statement, or any Rule 462(b) Registration Statement, or for any
supplement to the Final Prospectus or for any additional information;
(5) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose; and (6) of the receipt
by the Company of any notification with respect to the suspension of
the qualification of the Securities for sale in any jurisdiction or the
institution or threatening of any proceeding for such


7
purpose. The Company will use its reasonable efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.

(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs
as a result of which the Final Prospectus as then supplemented would
include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of
the circumstances under which they were made not misleading, or if it
shall be necessary to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company will promptly: (1) notify the
Representatives of such event; (2) prepare and file with the
Commission, subject to the second sentence of paragraph (a) of this
Section 5, an amendment or supplement which will correct such statement
or omission or effect such compliance; and (3) supply any supplemented
Final Prospectus to you in such quantities as you may reasonably
request.

(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the Company and its subsidiaries
which will satisfy the provisions of Section 11(a) of the Act and Rule
158 under the Act.

(d) The Company will furnish to the Representatives and
counsel for the Underwriters, without charge, signed copies of the
Registration Statement (including exhibits thereto) and to each other
Underwriter a copy of the Registration Statement (without exhibits
thereto) and, so long as delivery of a prospectus by an Underwriter or
dealer may be required by the Act, as many copies of each Preliminary
Final Prospectus and the Final Prospectus and any supplement thereto as
the Representatives may reasonably request. The Company will pay the
expenses of printing or other production of all documents relating to
the offering.

(e) The Company will use its best efforts, if necessary, to
qualify the Securities for sale under the laws of such jurisdictions as
the Representatives may designate and to maintain such qualifications
in effect so long as required for the distribution of the Securities
(not to exceed one year from the date hereof), and the Company will pay
any fee of the National Association of Securities Dealers, Inc., in
connection with its review of the offering; provided, however, that the
Company shall not be obligated to qualify as a foreign corporation in
any jurisdiction in which it is not so qualified or to file a consent
to service of process or to file annual reports or to comply with any
other requirements in connection with such qualification deemed by the
Company to be unduly burdensome;

(f) The Company will not, without the prior written consent of
Salomon Smith Barney Inc., offer, sell, contract to sell, pledge, or
otherwise dispose of, (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to
cash settlement or otherwise) by the Company or any affiliate of the
Company or any person in privity with the Company or any affiliate of
the Company) directly or


8
indirectly, including the filing (or participation in the filing) of a
registration statement with the Commission in respect of, or establish
or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Exchange
Act, any debt securities issued or guaranteed by the Company (other
than the Securities) or publicly announce an intention to effect any
such transaction, until the Business Day set forth on Schedule I
hereto.

(g) The Company will not take, directly or indirectly, any
action designed to or that would constitute or that might reasonably be
expected to cause or result in, under the Exchange Act or otherwise,
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.

6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date, to the accuracy
of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:

(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the Representatives agree in
writing to a later time, the Registration Statement will become
effective not later than (i) 6:00 PM New York City time, on the date of
determination of the public offering price, if such determination
occurred at or prior to 3:00 PM New York City time on such date or (ii)
9:30 AM on the Business Day following the day on which the public
offering price was determined, if such determination occurred after
3:00 PM New York City time on such date; if filing of the Final
Prospectus, or any supplement thereto, is required pursuant to Rule
424(b), the Final Prospectus, and any such supplement, will be filed in
the manner and within the time period required by Rule 424(b); and no
stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall have
been instituted or threatened.

(b) The Company shall have requested and caused Conyers, Dill
& Pearman, counsel for the Company, to have furnished to the
Representatives their opinion on matters of Bermuda law, dated the
Closing Date and addressed to the Representatives, to the effect that:

(i) Each of the Company, Renaissance Reinsurance,
Glencoe, and Top Layer (together, the "Bermuda Companies") is
duly incorporated and existing as an exempted company under
the laws of Bermuda in good standing (meaning solely that the
relevant company has not failed to make any filing with any
Bermuda governmental authority or to pay any Bermuda
government fee or tax which would make it liable to be struck
off the Register of Companies and thereby cease to exist under
the laws of Bermuda).

(ii) Each of the Bermuda Companies has the necessary
corporate power and authority to conduct its business as
described in the Final Prospectus


9
being conducted by that particular entity (without reference
to or including any particular subsidiary or other company)
and to own, lease and operate its properties as described in
the Final Prospectus.

(iii) The Company has the necessary corporate power
and authority to enter into and perform its obligations under:
(A) this Agreement; (B) the Indenture and the Supplemental
Indenture, each to be entered into between the Company and
Bankers Trust Company, (such agreement, indenture and
supplemental indenture being referred to in such opinion as
the "Documents"); and (C) the Securities. The execution and
delivery of the Documents and the Securities by the Company
and the performance by the Company of its obligations
thereunder will not violate the memorandum of association or
bye-laws of the Company, the Bermuda Companies nor any
applicable law, regulation, order or decree in Bermuda.

(iv) The Company has taken all corporate action
required to authorize its execution, delivery and performance
of the Documents and the Securities. The Documents and the
Securities have been duly executed and delivered by or on
behalf of the Company, and constitute a valid and binding
obligations of the Company in accordance with the terms
thereof.

(v) No order, consent, approval, licence,
authorization or validation of or exemption by any government
or public body or authority of Bermuda or any subdivision
thereof is required to authorize or is required in connection
with the execution, delivery, performance and enforcement of
the Documents or the Securities, except such as have been duly
obtained in accordance with Bermuda law.

(vi) It is not necessary or desirable to ensure the
enforceability in Bermuda of the Securities or the Documents
that they be registered in any register kept by, or filed
with, any governmental authority or regulatory body in
Bermuda.

(vii) The Documents and the Securities will not be
subject to ad valorem stamp duty in Bermuda.

(viii) Based solely upon a search of the Cause Book
of the Supreme Court of Bermuda conducted on the Closing Date
(which would not reveal details of proceedings which have been
filed but not actually entered in the Cause Book at the time
of the search conducted by such counsel), there are no
judgments against any of the Bermuda Companies, nor any legal
or governmental proceedings pending in Bermuda to which any of
the Bermuda Companies is subject.

(ix) Based solely upon a review of a copy of its
certificate of registration issued pursuant to the Insurance
Act 1978 of Bermuda, as amended (the "Insurance Act"),
Renaissance Reinsurance is duly registered in Bermuda to write
general insurance as a class 4 insurer in accordance with the
provisions of


10
the Insurance Act, and to the best knowledge of such counsel,
such registration is in full force and effect and no
proceedings are pending or threatened seeking the revocation
or limitation thereof.

(x) Based solely upon a review of a copy of its
certificate of registration issued pursuant to the Insurance
Act, Glencoe is duly registered in Bermuda to write general
insurance in Bermuda as a class 3 insurer in accordance with
the provisions of the Insurance Act, and to the best knowledge
of such counsel, such registration is in full force and effect
and no proceedings are pending or threatened seeking the
revocation or limitation thereof.

(xi) Based solely upon a review of a copy of its
certificate of registration issued pursuant to the Insurance
Act, Top Layer is duly registered in Bermuda to write general
insurance in Bermuda as a class 3 insurer in accordance with
the provisions of the Insurance Act, and to the best knowledge
of such counsel, such registration is in full force and effect
and no proceedings are pending or threatened seeking the
revocation or limitation thereof.

(xii) The statements: (A) in the Final Prospectus
under the captions "Description of the Debt Securities",
"Enforcement of Civil Liabilities under United States Federal
Securities Laws" and "Description of Notes," and (B) in "Item
15 - Indemnification of Officers and Directors" of the
Registration Statement, in each case insofar as they purport
to describe the provisions of the laws of Bermuda referred to
therein, are accurate and correct in all material respects.

(xiii) The choice of the laws of the State of New
York as the governing law of the Documents is a valid choice
of law and would be recognized and given effect to in any
action brought before a court of competent jurisdiction in
Bermuda, except for those laws (i) which such court considers
to be procedural in nature, (ii) which are revenue or penal
laws or (iii) the application of which would be inconsistent
with public policy, as such term is interpreted under the laws
of Bermuda. The submission in the Documents to the
non-exclusive jurisdiction of the Foreign Courts is valid and
binding upon the Company.

(xiv) The courts of Bermuda would recognize as valid
judgment, a final and conclusive judgment in personam obtained
in the United States Federal or New York State Courts sitting
in the Borough of Manhattan, State of New York against the
Company based upon the Documents or the Securities under which
a sum of money is payable (other than a sum of money payable
in respect of multiple damages, taxes or other charges of a
like nature or in respect of a fine or other penalty) and
would give a judgment based thereon provided that (a) such
courts had proper jurisdiction over the parties subject to
such judgment, (b) such courts did not contravene the rules of
natural justice of Bermuda, (c) such judgment was not obtained
by fraud, (d) the enforcement of the judgment would not be
contrary to the public policy Bermuda, (e) no new admissible
evidence relevant to the action is submitted prior to the
rendering of the judgment by the


11
courts of Bermuda and (f) there is due compliance with the
correct procedures under the laws of Bermuda.

(xv) Based solely on a review of a copy of the
Register of Members of the Company, of a copy of the Register
of Members of Renaissance Reinsurance, of a copy of the
Register of Members of Glencoe and of a copy of the Register
of Members of Top Layer and of the certificates of the
Secretary of the Company, the Vice President and Controller of
Renaissance Reinsurance, the Vice President and Treasurer of
Glencoe and the Secretary of Top Layer as to the amount paid
up on the shares of each company, all of the issued and
outstanding shares of the Company, of Renaissance Reinsurance,
of Glencoe and of Top Layer have been duly authorized, validly
issued, fully paid and non-assessable (meaning that no further
sums are required to be paid by the holders thereof in
connection with the issue thereof). Based solely on a review
of a copy of the Register of Members of Renaissance
Reinsurance and a copy of the Register of Members of Glencoe,
all of the shares of Renaissance Reinsurance and a majority of
the shares of Glencoe are owned of record by the Company.
Based solely on a review of a copy of the Register of Members
of Top Layer, fifty percent (50%) of the shares of Top Layer
are owned of record by Renaissance Reinsurance.

As to matters of fact, such counsel may rely, to the extent they deem
proper, on certificates of responsible officers of the Company and
public officials. References to the Final Prospectus in this paragraph
(b) include any supplements thereto at the Closing Date.

(c) The Company shall have requested and caused Willkie Farr &
Gallagher, U.S. counsel for the Company, to have furnished to the
Representatives their opinion, dated the Closing Date and addressed to
the Representatives, to the effect that:

(i) the Registration Statement has become effective
under the Act and no stop order suspending the effectiveness
of the Registration Statement is in effect, and, to the
knowledge of such counsel, no proceedings for such purpose are
pending before or threatened by the Commission; the Final
Prospectus was filed with the Commission pursuant to Rule
424(b) of the Act on the date specified therein; any required
filing of the Basic Prospectus, any Preliminary Final
Prospectus and the Final Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the manner
and within the time period required by Rule 424(b); and to the
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued,
no proceedings for that purpose have been instituted or
threatened and the Registration Statement and the Final
Prospectus (other than the financial statements and other
financial information contained therein, as to which such
counsel need express no opinions) comply as to form in all
material respects with the applicable requirements of the Act
and the Trust Indenture Act and the respective rules
thereunder;

(ii) the Company is not and, after giving effect to
the offering and sale of the Securities and the application of
the proceeds thereof as described in the


12
Final Prospectus, will not be an "investment company" as
defined in the Investment Company Act of 1940, as amended;

(iii) 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, filing
with or order of any court or governmental agency or body is
required in connection with the transactions contemplated
herein, except such as may be required under the blue sky laws
of any jurisdiction in connection with the purchase and
distribution of the Securities by the Underwriters in the
manner contemplated in this Agreement and in the Final
Prospectus and such other approvals (specified in such
opinion) as have been obtained;

(iv) the Indenture has been duly authorized, executed
and delivered, has been duly qualified under the Trust
Indenture Act, and constitutes a legal, valid and binding
instrument enforceable against the Company in accordance with
its terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors' rights generally from time
to time in effect and to general principles of equity,
including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of
whether considered in a proceeding in equity or at law); and
the Securities have been duly authorized and, when executed
and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters
pursuant to this Agreement, will constitute legal, valid and
binding obligations of the Company entitled to the benefits of
the Indenture;

(v) to the knowledge of such counsel, there is no
franchise, contract or other document of a character required
to be described in the Registration Statement or Final
Prospectus, or to be filed as an exhibit thereto, which is not
described or filed as required; and the statements included or
incorporated by reference in (A) the Final Prospectus under
the heading "Description of the Debt Securities," "Description
of Notes," and "Underwriting" (with respect solely to the
description of this Agreement contained therein), and (B) Item
15 of the Registration Statement, in each case insofar as such
statements summarize U.S. legal matters, agreements, documents
or proceedings discussed therein, are accurate and fair
summaries of such legal matters, agreements, documents or
proceedings; and

(vi) 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


13
of its Subsidiaries is subject that are required to be
described in the Registration Statement or the Final
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 Registration Statement or the Final
Prospectus or to be filed as exhibits to the Registration
Statement that are not described or filed as required.

Such counsel shall also state that it (A) 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 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 (B) has no reason to believe that (except
for financial statements and schedules and other financial data as to
which such counsel need not express any belief) the Final 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 such opinion, such counsel may rely as to matters
involving the application of Bermuda law, to the extent they deem
proper and specified in such opinion, upon 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. As to matters of fact, such counsel may
rely, to the extent they deem proper, on certificates of responsible
officers of the Company and public officials. References to the Final
Prospectus in this paragraph (c) include any supplements thereto at the
Closing Date.

(d) The Representatives shall have received from LeBoeuf,
Lamb, Greene & MacRae, L.L.P., counsel for the Underwriters, such
opinion or opinions, dated the Closing Date and addressed to the
Representatives, with respect to the Indenture, the Registration
Statement, the Final Prospectus (together with any supplement thereto)
and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon
such matters. In rendering such opinion or opinions, 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 opinions of Conyers, Dill & Pearman.

(e) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board or the
President and the principal financial or accounting officer of the
Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the
Final Prospectus, any supplements to the Final Prospectus and this
Agreement and that:


14
(i) the representations and warranties of the Company
in this Agreement are true and correct on and as of the
Closing Date with the same effect as if made on the Closing
Date and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date;

(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings
for that purpose have been instituted or, to the Company's
knowledge, threatened;

(iii) the Securities are rated, as of the date
thereof, at least "A3" by Moody's Investors Service, Inc.
("Moody's"); and

(iv) since the date of the most recent financial
statements included or incorporated by reference in the Final
Prospectus (exclusive of any supplement thereto), there has
been no Material Adverse Effect or change or development
reasonably likely to result in a Material Adverse Effect,
except as set forth in or contemplated in the Final Prospectus
(exclusive of any supplement thereto).

(f) The Company shall have requested and caused Ernst & Young
LLP to have furnished to the Representatives, at the Execution Time and
at the Closing Date, letters (which may refer to letters previously
delivered to one or more of the Representatives), dated respectively as
of the Execution Time and as of the Closing Date, in form and substance
reasonably satisfactory to the Representatives, confirming that they
are independent accountants within the meaning of the Act and the
Exchange Act and the respective applicable rules and regulations
adopted by the Commission thereunder and 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 Final Prospectus; provided that
the letter delivered on the Closing Date shall use a "cut-off date" not
earlier than the date hereof. References to the Final Prospectus in
this paragraph (f) include any supplement thereto at the date of the
letter.

(g) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Final Prospectus
(exclusive of any supplement thereto), there shall not have been (i)
any change or decrease specified in the letter or letters referred to
in paragraph (f) of this Section 6 or (ii) any change, or any
development involving a prospective change, in or affecting the
condition (financial or otherwise), earnings, business or properties of
the Company and its subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business, except as
set forth in or contemplated in the Final Prospectus (exclusive of any
supplement thereto) the effect of which, in any case referred to in
clause (i) or (ii) above, is, in the sole judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Securities
as contemplated by the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any
supplement thereto).


15
(h) Subsequent to the Execution Time, there shall not have
been any decrease in the rating of any of the Company's debt securities
below "A3" by Moody's or any notice given by Moody's or any other
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) of any intended or potential
decrease in any such rating or of a possible change in any such rating
that does not indicate the direction of the possible change.

(i) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information, certificates
and documents as the Representatives may reasonably request.

If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall
be delivered at the offices of Willkie Farr & Gallagher, 787 Seventh Avenue, New
York, New York 10019, on the Closing Date.

7. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through Salomon Smith Barney Inc. on demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall
have been reasonably incurred by them in connection with the proposed purchase
and sale of the Securities.

8. Indemnification and Contribution. (a)The Company agrees to
indemnify and hold harmless each Underwriter and each person who
controls any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the registration
statement for the registration of the Securities as originally filed or
in any amendment thereof, or in the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, or in any amendment thereof
or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses


16
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or
is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for
inclusion therein; provided, further, that with respect to any untrue
statement or omission of material fact made in any Preliminary Final
Prospectus, the indemnity agreement contained in this Section 8(a)
shall not inure to the benefit of any Underwriter from whom the person
asserting any such loss, claim, damage or liability purchased the
securities concerned, to the extent that any such loss, claim, damage
or liability of such Underwriter occurs under the circumstance where it
shall have been determined by a court of competent jurisdiction by
final and nonappealable judgment that (w) the Company had previously
furnished copies of the Final Prospectus to the Representatives, (x)
delivery of the Final Prospectus was required by the Act to be made to
such person, (y) the untrue statement or omission of a material fact
contained in the Preliminary Final Prospectus was corrected in the
Final Prospectus and (z) there was not sent or given to such person, at
or prior to the written confirmation of the sale of such securities to
such person, a copy of the Final Prospectus. This indemnity agreement
will be in addition to any liability which the Company may otherwise
have.

(b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Company, each of its directors, each of
its officers who signs the Registration Statement, and each person who
controls the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each Underwriter, but only with reference
to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to
any liability which any Underwriter may otherwise have.

(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party
in writing of the commencement thereof; but the failure so to notify
the indemnifying party (i) will not relieve it from liability under
paragraph (a) or (b) above to the extent it did not otherwise learn of
such action and is not materially prejudiced as a result thereof and
(ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying
party shall be entitled to appoint counsel of the indemnifying party's
choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case
the indemnifying party shall not thereafter be responsible for the fees
and expenses of any separate counsel retained by the indemnified party
or parties except as set forth below); provided, however, that such
counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party


17
shall have the right to employ separate counsel (including local
counsel), and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel if (i) the named parties to
any such 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 or (ii) the indemnifying
party shall authorize the indemnified party to employ separate counsel
at the expense of the indemnifying party; provided, however, that 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 the Act or the
Exchange Act and (ii) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Company and all
persons, if any, who control the Company within the meaning of the Act
or the Exchange Act. An indemnifying party will not, without the prior
written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of
any judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of
each indemnified party from all liability arising out of such claim,
action, suit or proceeding.

(d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and the
Underwriters severally agree to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Company and one or more of the
Underwriters may be subject in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand
and by the Underwriters on the other from the offering of the
Securities; provided, however, that notwithstanding the provisions of
this Section 8, no Underwriter shall be required (except as may be
provided in any agreement among underwriters relating to the offering
of the Securities) to contribute any amount in excess of the amount by
which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount
of any damages which such Underwriter has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company and the
Underwriters severally shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the
relative fault of the Company on the one hand and of the Underwriters
on the other in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be
equal to the total net proceeds from the offering (before deducting
expenses) received by it, and benefits received by the Underwriters
shall be deemed to be equal to the total underwriting discounts and
commissions, in each case as set forth on the cover page of the Final
Prospectus.


18
Relative fault shall be determined by reference to, among other things,
whether any untrue or any alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information provided by the Company on the one hand or the Underwriters
on the other, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro
rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this
Section 8, each person who controls an Underwriter within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act shall have
the same rights to contribution as such Underwriter, and each person
who controls the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, each officer of the Company who shall
have signed the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph (d).

9. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule II hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Securities set forth in Schedule II hereto,
the remaining Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Final Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.

10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Company's Common Stock shall have
been suspended or limited by the Commission or the New York Stock Exchange or
trading in securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on such
Exchange, (ii) a


19
banking moratorium shall have been declared by either Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war, or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the sole judgment of the Representatives, impractical or inadvisable
to proceed with the offering or delivery of the Securities as contemplated by
the Final Prospectus (exclusive of any supplement thereto).

11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors, employees, agents or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Securities.
The provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.

12. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telefaxed to the Salomon Smith Barney Inc. General Counsel
(fax no.: (212) 816-7912) and confirmed to the General Counsel, Salomon Smith
Barney Inc., at 388 Greenwich Street, New York, New York, 10013, Attention:
General Counsel; with a copy to LeBoeuf, Lamb, Greene & MacRae, L.L.P., 125 West
55th Street, New York, New York 10019, Attention: Michael Groll; or, if sent to
the Company, will be mailed, delivered or telefaxed to the Company's Chief
Financial Officer (fax no: (441) 296-5037) and confirmed to it at Renaissance
House, 8-12 East Broadway, Pembroke HM 19, Bermuda, attention of the Chief
Financial Officer, with a copy to Willkie Farr & Gallagher, 787 Seventh Avenue,
New York, New York 10019, Attention: John S. D'Alimonte, Esq.

13. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers, directors, and controlling persons referred to in Section 8 hereof,
and no other person will have any right or obligation hereunder. No purchaser of
Securities from the Underwriters shall be deemed to be a successor by reason
merely of such purchase.

14. Applicable Law; Consent to Jurisdiction. (a) This
Agreement will be governed by and construed in accordance with the laws
of the State of New York applicable to contracts made and to be
performed within the State of New York.

(b) With respect to any suit, action or proceeding against it
arising out of or relating to this Agreement, the Company 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, the
Company 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.


20
(c) For purposes of any such suit, action or proceeding
brought in any of the foregoing courts, the Company 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 the Company hereby irrevocably
designates Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New
York 10019-6099, c/o Mr. John S. D'Alimonte, as its agent to receive on
its behalf service of process (with a copy of all such service of
process to be delivered to RenaissanceRe Holdings Ltd., Renaissance
House, 8-12 East Broadway, Pembroke HM 19, Bermuda, Attention: Chief
Financial Officer) brought against it with respect to any such
proceeding in any such court in the Borough of Manhattan, City and
State of New York, such service being hereby acknowledged by the
Company to be effective and binding service on it in every respect
whether or not the Company shall then be doing or shall have at any
time done business in New York. In the event that such agent for
service of process resigns or ceases to serve as the agent of the
Company, the Company agrees to give notice as provided in Section 12
herein of the name and address of any new agent for service of process
with respect to it appointed hereunder.

(d) 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 12 hereof.

(e) 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. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

16. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

17. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

"Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

"Basic Prospectus" shall mean the prospectus referred to in
paragraph 1(a) above contained in the Registration Statement at the
effective date of such Registration Statement, including any
Preliminary Final Prospectus.


21
"Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or
trust companies are authorized or obligated by law to close in New York
City or Bermuda.

"Commission" shall mean the U.S. Securities and Exchange
Commission.

"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

"Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.

"Final Prospectus" shall mean the prospectus supplement
relating to the Securities that was first filed pursuant to Rule 424(b)
after the Execution Time, together with the Basic Prospectus.

"Preliminary Final Prospectus" shall mean any preliminary
prospectus supplement to the Basic Prospectus which describes the
Securities and the offering thereof and is used prior to filing of the
Final Prospectus, together with the Basic Prospectus.

"Registration Statement" shall mean the registration statement
referred to in paragraph 1(a) above, including exhibits and financial
statements, as amended at the Execution Time (or, if not effective at
the Execution Time, in the form in which it shall become effective)
and, in the event any post-effective amendment thereto or any Rule
462(b) Registration Statement becomes effective prior to the Closing
Date, shall also mean such registration statement as so amended or such
Rule 462(b) Registration Statement, as the case may be.

"Rule 415", "Rule 424", and "Rule 462" refer to such rules
under the Act.

"Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b)
relating to the offering covered by the registration statement referred
to in Section 1(a) hereof.

"Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended and the rules and regulations of the Commission
promulgated thereunder.


22
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.

Very truly yours,

RENAISSANCERE HOLDINGS LTD.



By: /s/ John M. Lummis
--------------------------------------
Name: John M. Lummis
Title: Executive Vice President and
Chief Financial Officer


23
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

Banc of America Securities LLC
Salomon Smith Barney Inc.


By: Salomon Smith Barney Inc.

By: /s/ Richard G. Spiro
-------------------------
Name: Richard G. Spiro
Title: Managing Director



By: Banc of America Securities LLC

By: /s/ Lily Chang
-------------------------
Name: Lily Chang
Title: Principal


For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.


24
SCHEDULE I

Underwriting Agreement dated July 12, 2001

Registration Statement No. 333-59394

Representative(s): Banc of America Securities LLC
Salomon Smith Barney Inc.


Title, Purchase Price and Description of Securities:

Title: 7% Senior Notes Due 2008

Principal amount: $150,000,000

Purchase price (include accrued
interest or amortization, if
any): Banc of America Securities LLC $66,990,375
Salomon Smith Barney Inc. $66,990,375
First Union Securities, Inc. $14,886,750

Sinking fund provisions: None

Redemption provisions: Make-whole provision

Other provisions: As described in the Final Prospectus


Closing Date, Time and Location: July 17, 2001 at 10:00 a.m. at the offices of
Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019.

Type of Offering: Non-delayed

Date referred to in Section 5(f) after which the Company may offer or sell debt
securities issued or guaranteed by the Company without the consent of the
Representative(s): Until Closing
SCHEDULE II