FORM OF LETTER TO HOLDERS OF SHARES

Published on December 23, 1996



RENAISSANCERE HOLDINGS LTD.
RENAISSANCE HOUSE
8-12 EAST BROADWAY
PEMBROKE HM 19 BERMUDA

December 23, 1996

Dear Shareholder:

RenaissanceRe Holdings Ltd. is offering to purchase for cancellation up to
813,190 Common Shares at a price of $34.50 per Share, net to the seller in
cash, without interest thereon. This Offer is explained in detail in the
enclosed Offer to Purchase and Letter of Transmittal. The instructions on how
to tender your Shares are also explained in detail in the enclosed
accompanying materials. We encourage you to read these materials carefully.

The closing sale price per Share on the New York Stock Exchange on December
13, 1996, the last trading day prior to the announcement of the Offer, and on
December 20, 1996, the last trading day prior to the commencement of the
Offer, was $32.75 and $33.13, respectively. Any shareholder whose Shares are
purchased in the Offer will not incur the usual transaction costs associated
with open market sales. Any shareholder owning an aggregate of less than 100
Shares whose Shares are properly tendered and purchased for cancellation
pursuant to the Offer will avoid applicable discounts payable on sales of odd
lots.

The Board of Directors of the Company has approved the making of the Offer.
However, neither the Company nor the Board makes any recommendation to any
shareholder as to whether to tender any or all Shares. Shareholders must make
their own decision as to whether to tender Shares and, if so, how many Shares
to tender.

We have retained MacKenzie Partners, Inc. as our Information Agent to help
you respond to this Offer. Please contact them between the hours of 8:00 a.m.
and 6:00 p.m., Eastern Standard Time, at their toll free number, (1-800-322-
2885), if you have any questions. Their representatives will be pleased to
answer your questions and can help you complete the enclosed materials.

Very truly yours,

By order of the Board of Directors,

/s/ James N. Stanard

JAMES N. STANARD
Chairman of the Board

December 23, 1996