SHARE PURCHASE AGREEMENT

[Letterhead of RenaissanceRe Holdings Ltd.]

November 11, 1999

The St. Paul Companies, Inc.
385 Washington Street
St. Paul, MN 55102-1396
Attn: Mr. Thomas Bradley

Gentlemen:

The St. Paul Companies, Inc. ("St. Paul") hereby agrees to sell to
RenaissanceRe Holdings Ltd. (the "Company") and the Company hereby agrees to
repurchase from St. Paul, 700,000 of the Company's full voting Common Shares,
par value $1.00 per share (the "Common Shares"), for an aggregate purchase price
of $26,600,000.00. The closing of such purchase and sale shall occur on November
17, 1999.

St. Paul represents and warrants to the Company that it has valid and
marketable title to the Common Shares to be sold by it hereunder, free and clear
of any liens or other impairments, and that the transactions contemplated hereby
have been carried on by St. Paul without the intervention of any broker, finder
or other person acting on its behalf in such manner as to give rise to any valid
claim by any person against the Company for a finder's fee, brokerage commission
or other similar payment.

For so long as St. Paul and its affiliates own at least 8% of the voting
rights of the Company, the Company agrees to notify St. Paul of any proposed
share repurchase authorizations, and to provide to St. Paul the estimated change
that such authorizations will have on the voting rights of St. Paul.

If you are in accordance with the terms set forth herein, please
acknowledge and agree by signing in the space provided below.

Very truly yours,

RENAISSANCERE HOLDINGS LTD.

By: /s/ James N. Stanard
---------------------------------
Name: James N. Stanard
Title: Chairman, President and Chief
Executive Officer


Acknowledged and Agreed to by:

THE ST. PAUL COMPANIES, INC.


By: /s/ Thomas A. Bradley
---------------------------
Name: Thomas A. Bradley
Title: Senior Vice President - Finance