Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 18, 2007, RenaissanceRe Holdings Ltd. (the “Company”) entered into a Transition Services Agreement (the “Agreement”) with William I. Riker, the Company’s President and Chief Underwriting Officer.

Pursuant to the Agreement, Mr. Riker has agreed to remain in his current executive officer positions with the Company and in his current officer and director positions with certain subsidiaries of the Company through December 31, 2007, or such earlier date as determined by the Company (the “Transition Date”). Following the Transition Date, Mr. Riker has agreed to serve as a non-officer employee through the earlier of (i) a change in control (as defined in his employment agreement, dated July 19, 2006 filed with the Commission as Exhibit 10.3 to Form 8-K filed on July 21, 2006 (the “Employment Agreement”)) and (ii) August 31, 2008 (the earlier being, the “Termination Date”). Generally, the terms and conditions of the Employment Agreement will continue to govern his employment, subject to any changes set forth in the Agreement.

Prior to the Termination Date, Mr. Riker will continue to be compensated pursuant to the terms of the Employment Agreement, except that, (i) Mr. Riker’s target annual bonus for the Company’s 2007 fiscal year is set at $750,000, and (ii) following the Transition Date, in lieu of the base salary and cash bonus opportunity set forth in the Employment Agreement, he will be entitled to an aggregate amount equal to $900,000, which is payable in substantially equal installments according to the Company’s general payroll practices during the period commencing on the Transition Date and ending on the Termination Date. Any unpaid portion of this payment will be paid to Mr. Riker immediately upon a change in control. On the Termination Date, all unvested “awards” (as defined in the Employment Agreement) will be forfeited. In the event of a change in control prior to the Termination Date, all options that would have vested through August 31, 2008 will vest.

At all times prior to the Termination Date, and for the twelve (12) month period immediately following the Termination Date (the “Severance Term”), Mr. Riker will be subject to the customary noncompete and nonsolicit covenants set forth in the Employment Agreement (the “Restrictive Covenants”). In lieu of any severance payments set forth in the Employment Agreement and subject to Mr. Riker’s compliance with the Restrictive Covenants, Mr. Riker will be entitled to (i) receive an aggregate cash amount equal to $1,771,875 (or $2,025,000 in the event that there is a change in control on or prior to December 31, 2007) payable in substantially equal monthly installments during the Severance Term, and (ii) continued health coverage as set forth in his Employment Agreement. Additionally, upon the expiration of the Severance Term and subject to his compliance with the Restrictive Covenants during such period, Mr. Riker will be entitled to receive a lump-sum amount equal to $560,625 (or $675,000 in the event that there is a change in control on or prior to December 31, 2007).

In the event Mr. Riker cannot fulfill his obligations under the Agreement due to his death or “disability,” or if he is terminated by the Company without “cause,” or he resigns for “good reason” prior to the Transition Date (each as defined in the