AMENDMENT NO. 1 TO THE 2001 STOCK INCENTIVE PLAN

Exhibit 10.20

AMENDMENT NO. 1

TO THE

2001 STOCK INCENTIVE PLAN

OF

RENAISSANCERE HOLDINGS LTD.



This Amendment No. 1 (the "Amendment") to the 2001 Stock Incentive Plan
of RenaissanceRe Holdings Ltd. (the "Plan") is made effective as of this 4th day
of May, 2001.

Pursuant to resolutions of the Board of Directors (the "Board") of
RenaissanceRe Holdings Ltd. (the "Company") dated May 4, 2001, the Plan is
hereby amended as follows:

1. Section 10(k) of the Plan is hereby amended by adding the
following sentence at the end thereof:

"In addition to a transfer not for "value" as
described above, the Committee may, in its sole
discretion, at the time of grant or at any time
thereafter, allow any Participant to transfer to the
Participant's "family members" Options that are not
ISOs, Restricted Stock, Bonus Shares and Base Shares
granted to such Participant, for "value."

2. Except as expressly provided herein, the terms and conditions
of the Plan shall remain unchanged.




RENAISSANCERE HOLDINGS LTD.



By: /s/ John M. Lummis
Name: John M. Lummis
Title: Executive Vice President and Chief
Financial Officer (Principal
Accounting Officer)