FORM OF NOTICE OF GUARANTEED DELIVERY

NOTICE OF GUARANTEED DELIVERY

FOR

TENDER OF UP TO 813,190

COMMON SHARES OF

RENAISSANCERE HOLDINGS LTD.

AT

$34.50 NET PER SHARE

As set forth in Section 4 of the Offer to Purchase, dated December 23, 1996
(the "Offer to Purchase"), this Notice of Guaranteed Delivery or one
substantially equivalent hereto must be used to accept the Offer (as defined
below) if certificates representing Common Shares, par value $1.00 per share
(such shares, together with all other outstanding Common Shares of the
Company, the "Shares"), of RenaissanceRe Holdings Ltd., a Bermuda company (the
"Company"), or the procedures for delivery by book-entry transfer cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand or sent by telegram, facsimile transmission or mail to
ChaseMellon Shareholder Services, L.L.C. (the "Depositary").

The Depositary for the Offer is:

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

Telephone Number: (800) 777-3674

By Mail: Facsimile Number: By Hand or Overnight
P.O. Box 798 (201) 329-8936 Delivery:
Midtown Station Confirm Facsimile by Telephone: 13th Floor
New York, NY 10018 (201) 296-4209 120 Broadway
New York, NY 10271



DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION
TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto (see
Instructions 1 and 5 of the Letter of Transmittal), such signature guarantee
must appear on the applicable space provided in the signature box on the
Letter of Transmittal.


LADIES AND GENTLEMEN:

The undersigned hereby tenders to RenaissanceRe Holdings Ltd., upon the
terms and subject to the conditions set forth in the Offer to Purchase and in
the related Letter of Transmittal (which together constitute the "Offer"),
receipt of which is hereby acknowledged, the number of Shares indicated below
pursuant to the guaranteed delivery procedure set forth in Section 4 of the
Offer to Purchase.

Number of Shares: ___________________ Dated: ______________________________


Certificate No(s). (if available): Name(s) of Record Holder(s):


_____________________________________ _____________________________________


_____________________________________ _____________________________________


If Shares will be tendered by book- Address(es): ________________________
entry transfer, check one box:

_____________________________________


[_]The Depository Trust Company
Area Code and Telephone Number(s):


[_]Midwest Securities Trust Company
_____________________________________


[_]Philadelphia Depository Trust
Company Signature(s):


Account Number: _____________________ _____________________________________

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm that is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of the
Securities Transfer Agent's Medallion Program, hereby (a) represents that the
tender of Shares effected hereby complies with Rule 14e-4 under the Securities
Exchange Act of 1934, as amended, and (b) guarantees to deliver to the
Depositary, at one of its addresses set forth above, the certificates
representing all tendered Shares, in proper form for transfer, or confirmation
of a book-entry transfer of such Shares, together with a properly completed
and duly executed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees, or an Agent's Message (as defined in the Offer
to Purchase) in the case of book-entry delivery, and any other documents
required by the Letter of Transmittal within three New York Stock Exchange
trading days after the date of execution of this Notice of Guaranteed
Delivery.

Name of Firm: _______________________
_____________________________________

Address: ____________________________ Authorized Signature


_____________________________________ Name: _______________________________
Zip Code Please type or print


Area Code and Telephone Number: _____ Date: _______________________________

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.

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