AMENDMENT NO. 2 TO THE 2001 STOCK

Exhibit 10.23

AMENDMENT NO. 2

TO THE

2001 STOCK INCENTIVE PLAN

OF

RENAISSANCERE HOLDINGS LTD.

This Amendment No. 2 (the "Amendment") to the 2001 Stock Incentive Plan
of RenaissanceRe Holdings Ltd. (the "Plan") is made effective as of this 5th day
of February, 2002.

Pursuant to resolutions of the Board of Directors (the "Board") of
RenaissanceRe Holdings Ltd. (the "Company") dated February 5, 2002, the Plan is
hereby amended as follows:

1. Subject to the approval of the Company's shareholders, Section
5(a) is hereby amended in its entirety to read as follows:

(a) subject to Section 11, the aggregate number of shares of
Stock reserved and available for issuance pursuant to Awards
under the Plan is 18,000,000;

2. Section 8(b) is hereby amended by adding the following new
subsection (iii) at the end thereof:

(iii) Notwithstanding the foregoing, except in extraordinary
circumstances, as determined by the Committee, the Restricted
Stock shall be subject to a three (3) year vesting schedule,
with 33.3% of the aggregate Restricted Stock granted vesting in
each year, commencing on the first anniversary of the date of
grant.

3. Section 9 is hereby amended in its entirety to read as follows:

The Committee, in its discretion, may grant Stock Bonuses to
any eligible individual under this Plan in an amount equivalent
to the portion of cash bonus that such eligible individual is
willing to forego in order to receive such Stock Bonus. In
addition, the Committee, in its discretion, may grant an
additional number of shares of Restricted Stock, subject to the
provisions of Section 8 above, equal to the portion of the
eligible individual's foregone cash bonus. Any such Stock
Bonuses and any related agreements shall contain such terms and
conditions as the Committee deems appropriate. Such Stock
Bonuses and agreements need not be identical.

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



* * *

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Company, has executed this instrument as of the 5th day of February, 2002, on
behalf of the Board.

RENAISSANCERE HOLDINGS LTD.



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