UNDERWRITING AGREEMENT

Exhibit 1.1
Execution Copy

$100,000,000

RenaissanceRe Holdings Ltd.

5.875% Senior Notes Due 2013

Underwriting Agreement

New York, New York
January 28, 2003

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

Ladies and Gentlemen:

RenaissanceRe Holdings Ltd., a company 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 "Representative") are
acting as representative, 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 Deutsche Bank Trust Company Americas (f/k/a Bankers
Trust Company), as trustee (the "Trustee"). To the extent there are no
additional Underwriters listed on Schedule I other than you, the term
Representative as used herein shall mean you, as Underwriters, and the terms
Representative and Underwriters shall mean either the singular or plural as the
context requires. Any reference herein to the Registration Statements, 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 each of the Registration Statements 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 Statements, 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 each of the Registration Statements 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 registration
statements (the file numbers of which are set forth in Schedule I hereto)
on Form S-3, including the related basic prospectus, for registration
under the Act of the offering and sale of the Securities. Each of the
Registration Statements has become effective; no stop order suspending the
effectiveness of the Registration Statements 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). Each of the Registration Statements, at the Execution
Time, meets the requirements set forth in Rule 415(a)(1)(x).

(b) Each of the Registration Statements 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; each of the Registration Statements 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 each of the Registration Statements, 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
Statements 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 Representative
specifically for inclusion in the Registration Statements or the Final
Prospectus (or any supplement thereto).

(c) Each of the Company and Renaissance Reinsurance Ltd.
("Renaissance Reinsurance"), Glencoe Insurance Ltd. ("Glencoe") and
DaVinci Reinsurance Ltd. ("DaVinci") 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


2
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
or the pledge of the redeemable preference shares of Renaissance
Investment Holdings Ltd. pursuant to the Reimbursement Agreement among the
Company, certain of its subsidiaries and the lenders named therein, dated
as of December 20, 2002, 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 U.S. 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 under the Companies Act of 1981 of Bermuda, (ii) the
qualification of the Indenture under the Trust Indenture Act and (iii) as
may be required under the blue sky laws of any


3
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 and Glencoe (the
"Subsidiaries") or of DaVinci pursuant to, (i) the charter, memorandum of
association or bye-laws of the Company, the Subsidiaries or DaVinci, (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, any of
the Subsidiaries or DaVinci 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 Statements (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, any of its Subsidiaries or DaVinci is a
party or to which any of the properties of the Company, any of its
Subsidiaries or DaVinci is subject that are required to be described in
the Registration Statements 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 Statements or the Final
Prospectus or to be filed as exhibits to the Registration Statements that
are not described or filed as required.

(m) Each of the Company, DaVinci 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 nor DaVinci 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


4
agency or other governmental body having jurisdiction over the Company or
such Subsidiary or DaVinci 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, the Subsidiaries and DaVinci 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 nor DaVinci 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, the Subsidiaries and DaVinci (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, its Subsidiaries and DaVinci 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,
its Subsidiaries and DaVinci 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 and DaVinci, from
which certain ratios and other statistical


5
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 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 Statements, 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 neither the Company nor any of its subsidiaries has 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 or DaVinci has made any material
changes in its 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 Representative 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.



6
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 principal amount of 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 Representative shall designate, which date and
time may be postponed by agreement between the Representative 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 Representative for the respective accounts of
the several Underwriters against payment by the several Underwriters through the
Representative 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 Representative 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 each of the
Registration Statements, 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 Statements 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 with the Registrar of Companies in Bermuda, and will
provide evidence satisfactory to the Representative of such timely filing.
The Company will promptly advise the Representative: (1) when the
Registration Statements, 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 Statements
shall have been filed or become effective; (4) of any request by the
Commission or its staff for any amendment of the Registration Statements,
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 either of
the Registration Statements 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


7
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 Statements 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 Representative 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 Representative 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 Representative and counsel for
the Underwriters, without charge, signed copies of the Registration
Statements (including exhibits thereto) and to each other Underwriter
copies of the Registration Statements (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 Representative
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 Representative 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 the
Representative, 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


8
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 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 Statements have not become effective prior
to the Execution Time, unless the Representative agrees in writing to a
later time, the Registration Statements 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
Statements 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 Representative
their opinion on matters of Bermuda law, dated the Closing Date and
addressed to the Representative, to the effect that:

(i) Each of the Company, Renaissance Reinsurance, Glencoe
and DaVinci (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).



9
(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 (without regard in either case to
documents incorporated by reference in the Final Prospectus) and in
"Item 1 - Business" and "Item 2 - Properties" of the Company's
Annual Report on Form 10-K for the year ended December 31, 2001.

(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
having been or to be entered into between the Company and Deutsche
Bank Trust Company Americas (f/k/a 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 global security
representing the Securities have been duly executed and delivered by
or on behalf of the Company, and constitute, and the Securities
(other than such global security) when duly executed and delivered
by or on behalf of the Company will constitute, the valid and
binding obligations of the Company in accordance with the terms
thereof.

(v) 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 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


10
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 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, except in any such
cases where the failure by Renaissance Reinsurance to be so licensed
or authorized would not (either individually or in the aggregate)
have a material adverse effect.

(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, except in
any such cases where the failure by Glencoe to be so licensed or
authorized would not (either individually or in the aggregate) have
a material adverse effect.

(xi) Based solely upon a review of a copy of its certificate
of registration issued pursuant to the Insurance Act, DaVinci is
duly registered in Bermuda to write general insurance in Bermuda 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, except in
any such cases where the failure by DaVinci to be so licensed or
authorized would not (either individually or in the aggregate) have
a material adverse effect.

(xii) The statements: (A) in the Final Prospectus under the
captions "Description of the Debt Securities," "Certain Provisions
Applicable to the Senior Debt Securities," "Enforcement of Civil
Liabilities under United States Federal Securities Laws" and
"Description of Notes," (B) in the Company's Annual Report on Form
10-K for the year ended December 31, 2001, under the caption
"Business - Regulation" (excluding the statements under the
subcaption "United States and Other," "NAIC Ratios," "Codification
of Statutory Accounting Principles," "Risk Based Capital" and "The
Gramm-Leach-Bliley Act"), and (C) in "Item 15 - Indemnification of
Officers and Directors" of the Registration Statements, 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.

(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


11
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 a 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 of 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.

(xv) Based solely on a review of a copy of the Register of
Members of the Company and of the certificate of the Secretary of
the Company certifying that the Company has received for each share
of the Company in issue money or money's worth with a value in each
case equal to the par value of such share or, if greater, the
subscription price for each share, all of the issued and outstanding
shares of the Company 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).

(xvi) Based solely on a review of a copy of the Register of
Members of Renaissance Reinsurance, of a copy of the Register of
Members of Glencoe, of a copy of the Register of Members of
DaVinciRe Holdings Ltd. ("DaVinci Holdings"), of a copy of the
Register of Members of DaVinci and of the certificates of
appropriate officers of Renaissance Reinsurance, Glencoe, DaVinci
Holdings and DaVinci as to the amount paid up on the shares of each
company, all of the issued and outstanding shares of Renaissance
Reinsurance, of Glencoe, of DaVinci Holdings and of DaVinci 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 registered in the name of the Company. Based solely
on a review of a copy of the Register of Members of DaVinci Holdings
and of a copy of the Register of Members of DaVinci, all of the


12
Class A shares of DaVinci Holdings and all of the Class A shares of
DaVinci are registered in the name of the Company.

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
Representative their opinion, dated the Closing Date and addressed to the
Representative, to the effect that:

(i) Each of the Registration Statements has become effective
under the Act and no stop order suspending the effectiveness of the
Registration Statements 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 either of the Registration Statements has been
issued, no proceedings for that purpose have been instituted or
threatened and the Registration Statements 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 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


13
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 Statements 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," "Certain Provisions Applicable to the Senior Debt
Securities," "Description of Notes," and "Underwriting" (with
respect solely to the description of this Agreement contained
therein), (B) in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001, under the caption "Business -
Regulation - United States and Other," "NAIC Ratios," "Codification
of Statutory Accounting Principles," "Risk Based Capital" and the
first paragraph under "The Gramm-Leach-Bliley Act" and (C) Item 15
of the Registration Statements, 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;

(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 of its Subsidiaries is
subject that are required to be described in the Registration
Statements 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 Statements or the
Final Prospectus or to be filed as exhibits to the Registration
Statements that are not described or filed as required; and

(vii) Each document, if any, filed pursuant to the Exchange
Act and incorporated by reference in the Registration Statements and
the Final Prospectus (except for financial statements and schedules
and other financial and statistical data as to which such counsel
need not express any opinion or belief) complied


14
when so filed as to form in all material respects with the Exchange
Act and the applicable rules and regulations of the Commission
thereunder, and the Registration Statements and the Final Prospectus
(except for financial statements and schedules and other financial
and statistical data included therein as to which such counsel need
not express any opinion or belief) comply as to form in all material
respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder.

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 Statements and the prospectus included therein at the time
the Registration Statements 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 Representative 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 Representative, with
respect to the Indenture, the Registration Statements, the Final
Prospectus (together with any supplement thereto) and other related
matters as the Representative 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) With respect to the statement described in the paragraph
immediately following Section 6(c)(vii), Willkie Farr & Gallagher may
state that its opinion and belief are based upon its participation in the
preparation of the Registration Statements and the Final Prospectus and
any amendments or supplements thereto and documents


15
incorporated by reference and review and discussion of the contents
thereof, but are without independent check or verification except as
specified. With respect to any opinion equivalent to that set forth in the
paragraph immediately following 6(c)(vii) above, LeBoeuf, Lamb, Greene &
MacRae, L.L.P., may state that their opinion and belief are based upon
their participation in the preparation of the Registration Statements and
the Prospectus and any amendments or supplements thereto (other than the
documents incorporated by reference) and review and discussion of the
contents thereof (including the documents incorporated by reference), but
are without independent check or verification except as specified.

(f) The Company shall have furnished to the Representative 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 Statements, the Final
Prospectus, any supplements to the Final Prospectus and this Agreement and
that:

(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 Statements 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 "A-"
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).

(g) The Company shall have requested and caused Ernst & Young LLP
to have furnished to the Representative, at the Execution Time and at the
Closing Date, letters (which may refer to letters previously delivered to
the Representative), dated respectively as of the Execution Time and as of
the Closing Date, in form and substance reasonably satisfactory to the
Representative, 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 Statements and the Final Prospectus;
provided that the letter delivered on the Closing Date shall use


16
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.

(h) Subsequent to the Execution Time or, if earlier, the dates as
of which information is given in the Registration Statements (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
Representative, 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 Statements (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any supplement thereto).

(i) 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.

(j) Prior to the Closing Date, the Company shall have furnished to
the Representative 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 Representative, regarding the percentage of
the Company's gross and net written premiums written by certain
subsidiaries of the Company.

(k) Prior to the Closing Date, the Company shall have furnished to
the Representative such further information, certificates and documents as
the Representative 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 Representative 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 Representative. 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.



17
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 the Representative 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 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 Representative 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 Representative, (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.



18
(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 Statements, 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 Representative 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 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,


19
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. 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 Statements 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).



20
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
Representative shall determine in order that the required changes in the
Registration Statements 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 Representative, by notice given to the Company
prior to delivery of and payment for the Securities, if at any time prior to
such time there shall have been (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange, (ii) a
suspension or material limitation in trading in any of the Company's securities
on the New York Stock Exchange, (iii) a general moratorium on commercial banking
activities declared by either Federal or New York State authorities, (iv) an
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, or (v) the
occurrence of any other calamity or crisis if the effect of such event specified
in clause (iv) or (v), in the sole judgment of the Representative, makes it
impracticable or inadvisable to proceed with the public offering or delivery of
the Securities on the terms and in the manner 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 Representative, will be mailed,
delivered or telefaxed to Banc of America Securities LLC, Lily Chang (fax no:
(212) 847-5184) and confirmed to Banc of America Securities LLC at 9 West 57th
Street, New York New York 10019, Attention: Lily Chang; with a copy to LeBoeuf,
Lamb, Greene & MacRae, L.L.P., 125 West 55th Street, New


21
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.

(a) 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.

(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


22
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.

14. 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.

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

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

"Act" shall mean the U.S. 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 on Form S-3
(No. 333-83308) 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 U.S. 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 Statements" shall mean the registration statements
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


23
462(b) Registration Statement becomes effective prior to the Closing Date,
shall also mean any 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 U.S. Trust Indenture Act of
1939, as amended and the rules and regulations of the Commission
promulgated thereunder.






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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




25
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

Banc of America Securities LLC

By: Banc of America Securities LLC

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

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



26
SCHEDULE I


Underwriting Agreement dated January 28, 2003

Registration Statement Nos. 333-70528 and 333-83308

Representative: Banc of America Securities LLC

Title, Purchase Price and Description of Securities:

Title: 5.875% Senior Notes Due 2013

Principal amount: $100,000,000

Purchase price (include accrued interest or amortization, if any):