UNDERWRITING AGREEMENT

EXECUTION COPY



6,000,000 Shares

RenaissanceRe Holdings Ltd.

8.10% Series A Preference Shares
$25 Per Share

Underwriting Agreement


New York, New York
November 14, 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, 6,000,000 shares of 8.10%
Series A Preference Shares (liquidation amount $25 per preference share) with an
aggregate liquidation amount of $150,000,000 (the "Securities").

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 and the Exchange 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; 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 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, 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


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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 Securities conform in all material respects to the description
thereof contained in the Final Prospectus.

(g) The Securities have been duly authorized and, when delivered to and
paid for by the Underwriters pursuant to this Agreement, will be validly
issued, fully paid and nonassessable; and the issuance of the Securities
will not be subject to any preemptive or similar rights.

(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) and (ii) 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 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


3
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 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).


4
(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 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

5
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) Except as provided in the Investors' Rights Agreement dated as of
April 23, 2001, by and among the Company, PT Investments, Inc. and the
other parties identified therein, 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 Securities registered
pursuant to the Registration Statement.

(w) 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 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 number of Securities set forth opposite such
Underwriter's name in Schedule II hereto at a purchase price of $24.2125 per
share.


6
The Company hereby agrees that, without the prior written consent of
the Representatives, it will not, during the period ending 90 days after the
date of the Final 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 preference shares of the Company or any
securities convertible into or exercisable or exchangeable for preference shares
of the Company 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 preference shares of the Company, whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery of preference shares or
such other securities, in cash or otherwise. The foregoing sentence shall not
apply to (A) the Securities to be sold hereunder, (B) transactions by any person
other than the Company relating to preference shares or other securities
acquired in open market transactions after the completion of the offering of the
preference shares, or (C) in the cases of natural persons, any disposition made
among such persons' family members or affiliates.

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. Certificates for the Securities 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.

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. The Company is further advised by you that the
Securities are to be offered to the public initially at $25.00 per share (the
"Public Offering Price") plus accrued dividends, if any, to the Closing Date and
to certain dealers selected by you at a price that represents a concession not
in excess of $.50 per share under the Public Offering Price, and that any
Underwriter may allow, and such dealers may reallow, a concession, not in excess
of $.35 per share, to any Underwriter or to certain other dealers.

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


7
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 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


8
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 endeavor, by the Closing Date, to obtain
authorization for listing of the Securities on the New York Stock Exchange,
subject only to official notice of issuance, if and as specified in this
Agreement.

(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:


9
(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
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 this Agreement. The execution
and delivery of this Agreement by the Company and the performance by the
Company of its obligations hereunder 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 Securities have been duly authorized and, when issued and
delivered against payment in accordance with the terms of this Agreement,
will be validly issued, fully paid and non-assessable, and the issuance of
the Securities will not be subject to any preemptive or similar rights.

(v) The Company has taken all corporate action required to authorize
the execution, delivery and performance of this Agreement. This Agreement
has been duly executed and delivered by or on behalf of the Company, and
constitutes a valid and binding obligation of the Company in accordance
with its terms.

(vi) No order, consent, approval, license, 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
this Agreement, except such as have been duly obtained in accordance with
Bermuda law.

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

(viii) This Agreement and the Securities will not be subject to ad
valorem stamp duty in Bermuda.

(ix) 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


10
against any of the Bermuda Companies, nor any legal or governmental
proceedings pending in Bermuda to which any of the Bermuda Companies is
subject.

(x) 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 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, 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.

(xii) 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.

(xiii) The statements (A) in the Final Prospectus under the caption
"Description of Series A Preference Shares," in the Basic Prospectus under
the captions "Description of Our Capital Shares" (excluding the statements
under the sub captions: "Common Shares," "Conversion Rights,"
"Supermajority Requirements for Certain Amendments," and "Investors' Rights
Agreement") and "Enforcement of Civil Liabilities under United States
Federal Securities Laws," (B) in the Company's Annual Report on Form 10-K
for the year ended December 31, 2000, under the caption "Business -
Regulation" (excluding the statements under the subcaption "United States
and Other"), and (C) in "Item 15 - Indemnification of Officers and
Directors" of the Registration Statement, in each case 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.

(xiv) The choice of the laws of the State of New York as the governing
law of this Agreement 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


11
Bermuda. The submission in this Agreement to the non-exclusive jurisdiction
of the Foreign Courts is valid and binding upon the Company.

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

(xvi) 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


12
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 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 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 applicable statute, 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) 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 Our Capital Shares - Preference Shares" 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.

(v) 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


13
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 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
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
"Baa2" by Moody's Investors Service, Inc.("Moody's") and "BBB" by Standard
& Poor's Rating Services; 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 a certificate of the Company, signed by the Chairman of the
Board or the President or the principal financial or accounting officer of
the Company, dated the Closing Date, in form and substance reasonably
satisfactory to the Representatives, regarding the percentage of the
Company's gross and net written premiums written by certain subsidiaries of
the Company.

(j) Prior to the Closing Date, the Company shall have furnished to the
Representatives confirmation that the Securities have been authorized for
listing on the New York Stock Exchange, subject only to official notice of
issuance, if and as specified in this Agreement.

(k) 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) (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person who controls any
Underwriter within

16
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 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




17
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 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 nothwithstanding
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


18
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. 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 if 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


19
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 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 Salomon Smith Barney Inc., at 388
Greenwich Street, New York, New York 10013, Attention: General Counsel, and to
Merrill Lynch, Pierce, Fenner & Smith Incorporated, at 4 World Financial Center,
New York, New York 10080, telephone (212) 449-1000, Attention: Syndicate
Department, with a copy to LeBoeuf, Lamb, Greene & MacRae, L.L.P., 125 West 55th
Street, New York, New York 10019, Attention: Michael Groll, Esq.; 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: 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.


20
14. Applicable Law; Consent to Jurisdiction.(a) (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.

(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.

21
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.

"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.



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

Salomon Smith Barney Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated



By: Salomon Smith Barney Inc.

By: /s/ Mark L. Goldstein
________________________

Name: MARK L. GOLDSTEIN
Title: DIRECTOR


By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated

By: /s/ Joseph E (Jeff) Consolino
_______________________________

Name: JOSEPH E (JEFF) CONSOLINO
Title: DIRECTOR


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


Underwriting Agreement dated November 14, 2001

Registration Statement No. 333-70528

Representative(s): Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Salomon Smith Barney Inc.


Title, Purchase Price and Description of Securities:

Title: 8.10% Series A Preference Securities

Amount: 6,000,000 shares

Purchase price: $25.00 per share

Sinking fund provisions: None

Redemption provisions: Callable beginning in five years

Other provisions: As described in the Final Prospectus


Closing Date, Time and Location: November 19, 2001 at 10:00 a.m. at the offices
of Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019.
SCHEDULE II