DEF 14A: Definitive proxy statements

SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:


[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12


RenaissanceRe Holdings Ltd.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

RenaissanceRe Holdings Ltd.
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No Fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

____________________

2) Aggregate number of securities to which transaction applies:

____________________

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction: _______________

5) Total fee paid: _____________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid: ___________
2) Form, Schedule or Registration Statement No: _____________
3) Filing Party: ___________
4) Date Filed: ____________



Notice of Annual General Meeting of Shareholders to be Held on May 5, 1998

To the Shareholders of RenaissanceRe Holdings Ltd.:

Notice is hereby given that the Annual General Meeting of Shareholders
(the "Annual Meeting") of RenaissanceRe Holdings Ltd. (the "Company") will be
held at Renaissance House, 8-12 East Broadway, Pembroke, Bermuda on May 5, 1998
at 10:00 a.m., Atlantic daylight savings time, for the following purposes:

1. To elect eleven directors of the Company to serve: (i) if Proposal 2
below is adopted at the Annual Meeting, for the terms indicated and
until their successors are duly elected and qualified, as follows:
(x) four of the eleven directors to serve until the Company's 1999
annual general meeting of shareholders; (y) three of the eleven
directors to serve until the Company's 2000 annual general meeting
of shareholders; and (z) four of the eleven directors to serve until
the Company's 2001 annual general meeting of shareholders; or (ii)
if Proposal 2 below is not adopted at the Annual Meeting, until the
Company's 1999 annual general meeting of shareholders or until their
successors shall be elected and qualified.

2. To amend the Company's Bye-Laws to provide for a classified Board of
Directors.

3. To amend the Company's Bye-Laws to provide that Directors may be
removed only for cause upon the affirmative vote of the holders of
not less than 66-2/3% of the voting rights attached to all issued
and outstanding capital shares of the Company entitled to vote
thereon.

4. To amend the Company's Bye-Laws to fix the size of the Board at
eleven directors and to authorize the Board, at its discretion, to
expand the size of the Board to twelve directors and to fill any
additional position so created.

5. To amend the Company's Bye-Laws to provide that shareholders of
record may nominate persons for election as director at an annual or
special general meeting of shareholders only if prior written notice
signed by no less than 20 shareholders holding in the aggregate not
less than 10% of the outstanding paid up share capital of the
Company stating such shareholders' intent to make such nomination
has been given to the Secretary of the Company: (a) in the case of
an annual general meeting, not less than 60 days nor more than 90
days prior to the anniversary date of the immediately preceding
annual general meeting of shareholders; and (b) in the case of a
special general meeting called for the purpose of electing
directors, not later than the close of business on the tenth day
following the day on which notice of the date of the special general
meeting was mailed or public disclosure of the date of the special
general meeting was made, whichever first occurs.

6. To amend the Company's Bye-Laws to provide that business may be
properly introduced by the shareholders at an annual general meeting
where such business is not brought by or at the direction of the
Board, in addition to any other applicable requirements, only if
written notice thereof containing certain prescribed information
concerning such proposal is deposited with the Secretary of the
Company by shareholders representing at least one-




twentieth of the Company's outstanding voting rights or constituting
not less than 100 persons at least six weeks prior to the date of
the annual general meeting.

7. To amend the Company's Bye-Laws to provide that not less than 60 nor
more than 90 days notice shall be given of a special general meeting
properly requisitioned by shareholders holding at least 10% of the
outstanding paid up share capital of the Company.

8. To amend the Company's Bye-Laws to prohibit holders of the Company's
capital shares, other than certain exempted persons, from obtaining
or exercising more than 9.9% of the voting rights attached to all
issued and outstanding capital shares of the Company.

9. To amend the Company's Bye-Laws to require the affirmative vote of
at least 66-2/3% of the outstanding voting rights attached to all
issued and outstanding capital shares of the Company entitled to
vote thereon to amend, repeal or adopt any provision inconsistent
with any of Proposals 2, 3, 4, 5, 6, 7 or 8 or the amendment
contemplated by this Proposal.

10. To amend the Company's Memorandum of Association to increase the
Company's authorized capital to an aggregate of 325,000,000 shares,
consisting of 225,000,000 Common Shares and 100,000,000 Preference
Shares, in order to facilitate the potential adoption by the Board
in the future of a shareholder rights plan.

11. To consider, and if thought fit, approve an amendment to the
RenaissanceRe Holdings Ltd. Amended and Restated Non-Employee
Directors Stock Plan (the "Directors Plan") which would (i) increase
the number of authorized shares available for issuance thereunder
from 100,000 Common Shares to 200,000 Common Shares, and (ii)
provide that any shares which are tendered to or withheld by the
Company under the Directors Plan in connection with the exercise of
options granted thereunder or the payment of related withholding
taxes shall again become available for grant thereunder.

12. To appoint independent auditors of the Company for the 1998 fiscal
year to serve until the Company's 1999 annual general meeting of
shareholders and to refer to the Board the determination of the
auditors' remuneration.

13. In accordance with the Company's Bye-Laws, to vote on a proposal to
be considered by the Company, as the holder of all outstanding
capital shares of Renaissance Reinsurance Ltd. ("Reinsurance"), to
elect eleven directors of Reinsurance to serve: (i) if Proposal 14
below is adopted at the Annual Meeting, for the terms indicated and
until their successors are duly elected and qualified, as follows:
(x) four of the eleven directors to serve until the Reinsurance 1999
annual general meeting of shareholders; (y) three of the eleven
directors to serve until the Reinsurance 2000 annual general meeting
of shareholders; and (z) four of the eleven directors to serve until
the Reinsurance 2001 annual general meeting of shareholders; or (ii)
if Proposal 14 below is not adopted at the Annual Meeting, until the
Reinsurance 1999 annual general meeting of shareholders or until
their successors shall be elected and qualified.

14. In accordance with the Company's Bye-Laws, to vote on a proposal to
be considered by the Company, as the holder of all outstanding
capital shares of Reinsurance, to amend


-2-


the Reinsurance Bye-Laws to provide for a classified board of
directors of Reinsurance (the "Reinsurance Board").

15. In accordance with the Company's Bye-Laws, to vote on a proposal to
be considered by the Company, as the holder of all outstanding
capital shares of Reinsurance, to amend the Reinsurance Bye-Laws to
fix the size of the Reinsurance Board at eleven directors and to
authorize the Reinsurance Board, at its discretion, to expand its
size to twelve directors and to fill any additional position so
created.

16. In accordance with the Company's Bye-Laws, to vote on a proposal to
be considered by the Company, as the holder of all outstanding
capital shares of Reinsurance, to appoint independent auditors of
Reinsurance for the 1998 fiscal year to serve until the 1999 annual
general meeting of shareholders of Reinsurance and to refer to the
Reinsurance Board the determination of the auditors' remuneration.

17. In accordance with the Company's Bye-Laws, to vote on a proposal to
amend the Memorandum of Association of Reinsurance to increase the
minimum issued and fully paid share capital of Reinsurance to $1
million.

At the Annual Meeting, shareholders will also receive the report of the
Company's independent auditors and the financial statements of the Company for
the year ended December 31, 1997, and may also be asked to consider and take
action with respect to such other matters as may properly come before the Annual
Meeting.

All shareholders of record at the close of business on February 20, 1998
are entitled to notice of, and to vote at, the Annual Meeting.

To ensure that your shares are represented at the Annual Meeting, you are
urged to complete, sign, date and return the accompanying proxy card promptly in
the enclosed postage paid envelope. Please sign the accompanying proxy card
exactly as your name appears on your share certificate(s). You may revoke your
proxy at any time before it is voted at the Annual Meeting. If you attend the
Annual Meeting, you may vote your shares in person.

By order of the Board of Directors,

/s/ James N. Stanard
--------------------
James N. Stanard
Chairman of the Board

March 23, 1998


-3-


RENAISSANCERE HOLDINGS LTD.
Renaissance House
8-12 East Broadway
Pembroke HM 19 Bermuda

---------------------------------

ANNUAL GENERAL MEETING OF SHAREHOLDERS

May 5, 1998

---------------------------------

GENERAL INFORMATION


This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Board") of RenaissanceRe
Holdings Ltd. (the "Company") to be voted at the Annual General Meeting of
Shareholders to be held at Renaissance House, 8-12 East Broadway, Pembroke,
Bermuda on May 5, 1998 at 10:00 a.m., Atlantic daylight savings time, or any
postponement or adjournment thereof (the "Annual Meeting"). This Proxy
Statement, the Notice of Annual Meeting and the accompanying form of proxy are
being first mailed to shareholders on or about March 24, 1998.


As of February 20, 1998, the record date for the determination of persons
entitled to receive notice of, and to vote at, the Annual Meeting, there were
issued and outstanding: (i) 22,440,901 shares of the Company's common shares,
par value $1.00 per share (the "Full Voting Common Shares"); (ii) 2,448,504
shares of the Company's Diluted Voting Class I Common Shares, par value $1.00
per share (the "DVI Shares"); and (iii) 318,213 shares of the Company's Diluted
Voting Class II Common Shares, par value $1.00 per share (the "DVII Shares" and
together with the DVI Shares, the "Diluted Voting Shares"). The Full Voting
Common Shares and the Diluted Voting Shares are referred to herein collectively
as the "Common Shares." The Common Shares are the Company's only class of equity
securities outstanding and entitled to vote at the Annual Meeting.

Holders of Full Voting Common Shares are entitled to one vote on each
matter to be voted upon by the shareholders at the Annual Meeting for each share
held. Holders of DVI Shares are entitled to a fixed voting interest in the
Company of up to 9.9% of all outstanding voting rights attached to the Common
Shares, inclusive of the percentage interest in the Company represented by
Controlled Common Shares (as defined below), but in no event greater than one
vote for each share held. Holders of DVII Shares are entitled to one-third of a
vote for each share held; provided, that in no event shall a holder of DVII
Shares have greater than 9.9% of all outstanding voting rights attached to the
Common Shares, inclusive of the percentage interest in the Company represented
by Controlled Common Shares. With respect to any holder of DVI Shares or DVII
Shares, "Controlled Common Shares" means Common Shares owned directly,
indirectly or constructively by such holder within the meaning of Section 958 of
the Internal Revenue Code of 1986, as amended (the "Code"), and applicable rules
and regulations thereunder.


The presence, in person or by proxy, of holders of more than 50% of the
Common Shares outstanding and entitled to vote on each of the respective matters
to be considered at the Annual Meeting is required to constitute a quorum for
the transaction of business at the Annual Meeting. Holders of Full Voting Common
Shares and Diluted Voting Shares shall vote together as a single class on all
matters presented for a vote by the shareholders at the Annual Meeting.


At the Annual Meeting, shareholders will be asked to take the following
actions:

1. To elect eleven directors of the Company to serve: (i) if Proposal 2
discussed below is adopted at the Annual Meeting, for the terms
indicated and until their successors are duly elected and qualified,
as follows: (x) four of the eleven directors to serve until the
Company's 1999 annual general meeting of shareholders (the "Class I
Directors"); (y) three of the eleven directors to serve until the
Company's 2000 annual general meeting of shareholders (the "Class II
Directors"); and (z) four of the eleven directors to serve until the
Company's 2001 annual general meeting of shareholders (the "Class
III Directors"); or (ii) if Proposal 2 discussed below is not
adopted, until the Company's 1999 annual general meeting of
shareholders or until their successors shall be elected and
qualified (the "Company Board Nominees Proposal").

2. To amend the Company's Bye-Laws to provide for a classified Board of
Directors (the "Company Classified Board Proposal").

3. To amend the Company's Bye-Laws to provide that Directors may be
removed only for cause upon the affirmative vote of the holders of
not less than 66-2/3% of the voting rights attached to all issued
and outstanding capital shares of the Company entitled to vote
thereon (the "Director Removal Proposal").

4. To amend the Company's Bye-Laws to fix the size of the Board at
eleven directors and to authorize the Board, at its discretion, to
expand the size of the Board to twelve directors and to fill any
additional position so created (the "Company Board Size Proposal").

5. To amend the Company's Bye-Laws to provide that shareholders of
record may nominate persons for election as director at an annual or
special general meeting of shareholders only if prior written notice
signed by no less than 20 shareholders holding in the aggregate not
less than 10% of the outstanding paid up share capital of the
Company stating such shareholders' intent to make such nomination
has been given to the Secretary of the Company: (a) in the case of
an annual general meeting, not less than 60 days nor more than 90
days prior to the anniversary date of the immediately preceding
annual general meeting of shareholders; and (b) in the case of a
special general meeting called for the purpose of electing
directors, not later than the close of business on the tenth day
following the day on which notice of the date of the special general
meeting was mailed or public disclosure of the date of the special
general meeting was made, whichever first occurs (the "Nomination
Proposal").

6. To amend the Company's Bye-Laws to provide that business may be
properly introduced by the shareholders at an annual general meeting
where such business is not brought by or at the direction of the
Board, in addition to any other applicable requirements, only if
written notice thereof containing certain prescribed information
concerning such proposal is deposited with the Secretary of the
Company by shareholders representing at least one-twentieth of the
Company's outstanding voting rights or constituting not less than
100 persons at least six weeks prior to the date of the annual
general meeting (the "Shareholder Notice Proposal").

7. To amend the Company's Bye-Laws to provide that not less than 60 nor
more than 90 days notice shall be given of a special general meeting
properly requisitioned by shareholders holding at least 10% of the
outstanding paid up share capital of the Company (the "Special
Meeting Proposal").


2


8. To amend the Company's Bye-Laws to prohibit holders of the Company's
capital shares, other than certain exempted persons, from obtaining
or exercising more than 9.9% of the voting rights attached to all
issued and outstanding capital shares of the Company (the "Excess
Shares Proposal").

9. To amend the Company's Bye-laws to require the affirmative vote of
at least 66-2/3% of the outstanding voting rights attached to all
issued and outstanding capital shares of the Company entitled to
vote thereon to amend, repeal or adopt any provision inconsistent
with the Company Classified Board Proposal, the Director Removal
Proposal, the Company Board Size Proposal, the Nomination Proposal,
the Shareholder Notice Proposal, the Special Meeting Proposal, the
Excess Shares Proposal or the amendment contemplated by this
Proposal (the "Super-Majority Amendment Proposal").

10. To amend the Company's Memorandum of Association to increase the
Company's authorized capital to an aggregate of 325,000,000 shares,
consisting of 225,000,000 Common Shares and 100,000,000 Preference
Shares, in order to facilitate the potential adoption by the Board
in the future of a shareholder rights plan (the "Company Capital
Proposal").

11. To approve an amendment to the RenaissanceRe Holdings Ltd. Amended
and Restated Non-Employee Directors Stock Plan (the "Directors
Plan") which would (i) increase the number of authorized shares
available for issuance thereunder from 100,000 Common Shares to
200,000 Common Shares, and (ii) to provide that any shares which are
tendered to or withheld by the Company under the Directors Plan in
connection with the exercise of options granted thereunder or the
payment of related withholding taxes shall again become available
for grant thereunder (the "Directors Plan Proposal").

12. To appoint the firm of Ernst & Young, independent auditors, to serve
as the Company's independent auditors for the 1998 fiscal year until
the Company's 1999 annual general meeting of shareholders, and to
refer the determination of the auditors' remuneration to the Board
(collectively, the "Company Auditors Proposal").

13. In accordance with the Company's Bye-Laws, to vote on a proposal to
be considered by the Company, as the holder of all outstanding
capital shares of Renaissance Reinsurance Ltd. ("Reinsurance"), to
elect eleven directors of Reinsurance to serve: (i) if Proposal 14
below is adopted at the Annual Meeting, for the terms indicated and
until their successors are duly elected, as follows: (x) four of the
eleven directors to serve until the Reinsurance 1999 annual general
meeting of shareholders; (y) three of the eleven directors to serve
until the Reinsurance 2000 annual general meeting of shareholders;
and (z) four of the eleven directors to serve until the Reinsurance
2001 annual general meeting of shareholders; or (ii) if Proposal 14
below is not adopted at the Annual Meeting, until the Reinsurance
1999 annual general meeting of shareholders or until their
successors shall be elected and qualified (the "Reinsurance Board
Nominees Proposal").

14. In accordance with the Company's Bye-Laws, to vote on a proposal to
be considered by the Company, as the holder of all outstanding
capital shares of Reinsurance, to amend the Reinsurance Bye-Laws to
provide for a classified board of directors of Reinsurance (the
"Reinsurance Board") (the "Reinsurance Classified Board Proposal").


3


15. In accordance with the Company's Bye-Laws, to vote on a proposal to
be considered by the Company, as the holder of all outstanding
capital shares of Reinsurance, to amend the Reinsurance Bye-Laws to
fix the size of the Reinsurance Board at eleven directors and to
authorize the Reinsurance Board, at its discretion, to expand its
size to twelve directors and to fill any additional position so
created (the "Reinsurance Board Size Proposal"). Proposals 2 through
10 and Proposals 14 and 15 are collectively referred to herein as
the "Charter Amendment Proposals".

16. In accordance with the Company's Bye-Laws, to vote on a proposal to
be considered by the Company, as the holder of all outstanding
capital shares of Reinsurance, to appoint Ernst & Young as
independent auditors of Reinsurance for the 1998 fiscal year to
serve until the 1999 annual general meeting of shareholders of
Reinsurance and to refer to the Reinsurance Board the determination
of the auditors' remuneration (collectively, the "Reinsurance
Auditors Proposal").

17. In accordance with the Company's Bye-Laws, to vote on a proposal to
be considered by the Company, as the holder of all outstanding
capital shares of Reinsurance, to amend the Memorandum of
Association of Reinsurance to increase the minimum issued and fully
paid share capital of Reinsurance to $1 million (the "Reinsurance
Share Capital Proposal").

At the Annual Meeting, shareholders will also receive the report of the
Company's independent auditors and the financial statements of the Company for
the year ended December 31, 1997, and may also be asked to consider and take
action with respect to such other matters as may properly come before the Annual
Meeting.

All of the above Proposals will be decided by the affirmative vote of a
majority of the voting rights attached to the Common Shares present, in person
or by proxy, at the Annual Meeting, and entitled to vote thereon. A hand vote
will be taken unless a poll is requested pursuant to the Bye-Laws. Warburg,
Pincus Investors, L.P. ("Warburg"), GE Investment Private Placement Partners
I-Insurance, Limited Partnership ("GE Insurance"), PT Investments, Inc. ("PT
Investments"), United States Fidelity and Guaranty Company ("USF&G") and the
Company's directors and executive officers intend to vote their shares,
representing in the aggregate approximately 45% of the outstanding voting rights
attached to the Common Shares, in favor of each of the Proposals to be acted on
at the Annual Meeting. THEREFORE, THE COMPANY BELIEVES THAT APPROVAL OF EACH
PROPOSAL DESCRIBED HEREIN IS ASSURED.

Following the Annual Meeting, Reinsurance will hold its annual general
meeting of shareholders, at which meeting the Company, in accordance with the
Company's Bye-Laws, will vote all of the outstanding shares of Reinsurance (all
of which the Company owns) in accordance with and proportional to the vote of
the shareholders at the Annual Meeting on the Reinsurance Board Nominees
Proposal, the Reinsurance Classified Board Proposal, the Reinsurance Board Size
Proposal, the Reinsurance Auditors Proposal and the Reinsurance Share Capital
Proposal.


4


SOLICITATION AND REVOCATION

PROXIES IN THE FORM ENCLOSED ARE BEING SOLICITED BY, OR ON BEHALF OF, THE
BOARD. THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY HAVE BEEN DESIGNATED
AS PROXIES BY THE BOARD. Such persons designated as proxies are officers of the
Company. Any shareholder desiring to appoint another person to represent him or
her at the Annual Meeting may do so either by inserting such person's name in
the blank space provided on the accompanying form of proxy, or by completing
another form of proxy and, in either case, delivering an executed proxy to the
Secretary of the Company at the address indicated above, before the time of the
Annual Meeting. It is the responsibility of the shareholder appointing such
other person to represent him or her to inform such person of this appointment.


All Common Shares represented by properly executed proxies which are
returned and not revoked will be voted in accordance with the instructions, if
any, given thereon. If no instructions are provided in an executed proxy, it
will be voted FOR each of the Proposals described herein and set forth on the
accompanying form of proxy, and in accordance with the proxyholder's best
judgment as to any other business as may properly come before the Annual
Meeting. If a shareholder appoints a person other than the persons named in the
enclosed form of proxy to represent him or her, such person will vote the shares
in respect of which he or she is appointed proxyholder in accordance with the
directions of the shareholder appointing him or her. Member brokerage firms of
The New York Stock Exchange, Inc. (the "NYSE") that hold shares in record name
for beneficial owners may, to the extent that such beneficial owners do not
furnish voting instructions with respect to any or all proposals submitted for
shareholder action, vote in their discretion upon Proposals 1, 4, 10, 11, 12,
13, 15, 16 and 17. NYSE member brokerage firms that do not receive instructions
from their clients as to Proposals 2, 3, 5, 6, 7, 8, 9 and 14 will not have
discretion to vote on these proposals. Such "broker non-votes" and abstentions
will not be counted as shares present in connection with proposals with respect
to which they are not voted. Any shareholder who executes a proxy may revoke it
at any time before it is voted by delivering to the Secretary of the Company a
written statement revoking such proxy, by executing and delivering a later dated
proxy, or by voting in person at the Annual Meeting. Attendance at the Annual
Meeting by a shareholder who has executed and delivered a proxy to the Company
shall not in and of itself constitute a revocation of such proxy.

The Company will bear the cost of solicitation of proxies. The Company has
retained Corporate Investor Communications, Inc. to assist in the solicitation
of proxies for a fee of $4,000, plus the reimbursement of certain expenses.
Further solicitation may be made by directors, officers and employees of the
Company personally, by telephone or otherwise, but such persons will not be
specifically compensated for such services. The Company also intends to make,
through bankers, brokers or other persons, a solicitation of proxies of
beneficial holders of the Common Shares. Upon request, the Company will
reimburse brokers, dealers, banks or similar entities acting as nominees for
reasonable expenses incurred in forwarding copies of the proxy materials
relating to the Annual Meeting to the beneficial owners of Common Shares which
such persons hold of record.



5


DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The table below sets forth the names, ages and titles of the persons who
were directors of the Company and executive officers of the Company as of March
16, 1998.

Name Age Position
- --------------------------------------------------------------------------------

James N. Stanard............. 49 Chairman of the Board, President and
Chief Executive Officer
Keith S. Hynes............... 45 Executive Vice President of the Company,
President and Chief Executive Officer
of Glencoe Insurance Limited
William I. Riker............. 38 Executive Vice President of the Company and
President and Chief Operating Officer of
Renaissance Reinsurance Ltd.
John M. Lummis............... 40 Senior Vice President and Chief
Financial Officer
David A. Eklund.............. 38 Executive Vice President of
Renaissance Reinsurance Ltd.
Arthur S. Bahr............... 66 Director
Thomas A. Cooper............. 61 Director
Edmund B. Greene............. 59 Director
Dan L. Hale.................. 53 Director
Gerald L. Igou............... 63 Director
Kewsong Lee.................. 32 Director
Howard H. Newman............. 50 Director
Scott E. Pardee.............. 61 Director
John C. Sweeney.............. 53 Director
David A. Tanner.............. 39 Director


James N. Stanard has served as Chairman of the Board, President and Chief
Executive Officer since the Company's formation in June 1993. From 1991 through
June 1993, Mr. Stanard served as Executive Vice President of United States
Fidelity & Guaranty Company ("USF&G") and was a member of a three-person Office
of the President. As Executive Vice President of USF&G, he was responsible for
USF&G's underwriting, claims and ceded reinsurance. From October 1983 to 1991,
Mr. Stanard was an Executive Vice President of F&G Re, Inc., USF&G's start-up
reinsurance subsidiary ("F&G Re"). Mr. Stanard was one of two senior officers
primarily responsible for the formation of F&G Re, where he was responsible for
underwriting, pricing and marketing activities of F&G Re during its first seven
years of operations. As Executive Vice President of F&G Re, Mr. Stanard was
personally involved in the design of pricing procedures, contract terms and
analytical underwriting tools for all types of treaty reinsurance, including
both U.S. and international property catastrophe reinsurance.

Keith S. Hynes has served as Executive Vice President of the Company since
December 1997 and as President and Chief Executive Officer of Glencoe Insurance
Limited, the Company's majority owned subsidiary, since September 1997. Prior
thereto, Mr. Hynes served as Senior Vice President and Chief Financial Officer
of the Company since June 1994. Mr. Hynes was employed by Hartford Steam Boiler
Inspection & Insurance Co. ("Hartford Steam") from January 1983 to January 1994.
From April 1992 to January 1994, he served as Hartford Steam's Senior Vice
President and Chief Financial Officer. From November 1986 to April 1992, Mr.
Hynes worked in Hartford Steam's Underwriting Department, advancing to Senior
Vice President and Chief Underwriting Officer, where he managed Hartford Steam's
underwriting and ceded reinsurance activities, from



6


April 1990 to April 1992. From January 1983 to November 1986, Mr. Hynes was
Hartford Steam's Chief Investment Officer. Mr. Hynes held several investment
management positions with Aetna Insurance Company from June 1978 to January
1983.

William I. Riker was appointed Executive Vice President of the Company in
December 1997 and previously served as Senior Vice President from March 1995 and
as Vice President-Underwriting-of the Company from November 1993 until such
time. Mr. Riker also serves as President and Chief Operating Officer of
Renaissance Reinsurance Ltd. From March 1993 through October 1993, Mr. Riker
served as Vice President of Applied Insurance Research, Inc. Prior to that, Mr.
Riker held the position of Senior Vice President, Director of Underwriting at
American Royal Reinsurance Company ("American Royal"). Mr. Riker was responsible
for developing various analytical underwriting tools while holding various
positions at American Royal from 1984 through 1993.

John M. Lummis has served as Senior Vice President and Chief Financial
Officer of the Company since September 1997. Mr. Lummis served as a director of
the Company from July 1993 to December 1997, when he resigned in connection with
his appointment as an executive officer of the Company. Mr. Lummis served as
Vice President-Business Development of USF&G Corporation from 1994 until August
1997 and served as Vice President and Group General Counsel for USF&G
Corporation from 1991 until 1995. USF&G Corporation is the parent company of
USF&G. From 1982 until 1991, Mr. Lummis was engaged in the private practice of
law with the law firm of Shearman & Sterling.

David A. Eklund has served as Executive Vice President of Reinsurance
since December 1997 and as Senior Vice President of the Company since February
1996. Mr. Eklund served as Vice President-Underwriting of the Company from
September 1993 until February 1996. From November 1989 through September 1993,
Mr. Eklund held various positions in casualty underwriting at Old Republic
International Reinsurance Group, Inc., where he was responsible for casualty
treaty underwriting and marketing. From March 1988 to November 1989, Mr. Eklund
held various positions in catastrophe reinsurance at Berkshire Hathaway Inc.,
where he was responsible for underwriting and marketing finite risk and property
catastrophe reinsurance.

Arthur S. Bahr has served as a director of the Company since its formation
in June 1993. Mr. Bahr served as Director and Executive Vice President-Equities
of General Electric Investment Corporation ("GEIC"), a subsidiary of General
Electric Company and registered investment adviser, from 1987 until December
1993. Mr. Bahr has served GEIC in various senior investment positions since 1978
and was a Trustee of General Electric Pension Trust from 1976 until December
1993. Mr. Bahr served as Director and Executive Vice President of GE Investment
Management Incorporated, a subsidiary of General Electric Company and a
registered investment adviser, from 1988 until his retirement in December 1993.
From December 1993 until December 1995, Mr. Bahr served as a consultant to GEIC.

Thomas A. Cooper has served as a Director of the Company since August 7,
1996. From August 1993 until August 1996 Mr. Cooper served as Chairman and Chief
Executive Officer of TAC Bancshares, Inc. and as Chairman and Chief Executive
Officer of Chase Federal Bank FSB. From June 1992 until July 1993, Mr. Cooper
served as principal of TAC Associates, a financial investment company. From
April 1990 until May 1992 Mr. Cooper served as Chairman and Chief Executive
Officer of Goldome FSB. From 1986 to April 1990, Mr. Cooper served as Chairman
and Chief Executive Officer of Investment Services of America, one of the
largest full service securities brokerage and investment companies in the United
States. Prior thereto, Mr. Cooper served as President of Bank of America from
February 1983 to April 1986. From 1980 to 1982 Mr. Cooper served as Vice
Chairman of Mellon Bank. From 1978 to 1982, Mr. Cooper was President of Girard
Bank in Philadelphia.


7


Edmund B. Greene has served as a director of the Company since its
formation in June 1993. Mr. Greene has served as Deputy Treasurer-Insurance of
General Electric Company since March 1995. Prior to that, Mr. Greene was
Manager-Corporate Insurance Operation of General Electric Company since 1985,
and previously served in various financial management assignments since 1962.

Dan L. Hale has served as a director of the Company since December 1997.
Mr. Hale has served as an Executive Vice President of USF&G since 1991 and as
Chief Financial Officer of USF&G since 1993. Mr. Hale previously served as
President of Chase Commercial Corp. from March 1988 to February 1991 and before
that as a Managing Director of Kidder Peabody Group, Inc. Prior thereto, Mr.
Hale served as Senior Vice President and Division General Manager of General
Electric Credit Corporation.

Gerald L. Igou has served as a director of the Company since its formation
in June 1993. Mr. Igou has served as a Vice President-Investment Analyst for
GEIC since September 1993. He is a Certified Financial Analyst and has served
GEIC in the capacities of investment analyst and sector portfolio manager since
1968. Prior to joining General Electric, Mr. Igou was an analyst with the Wall
Street firms of Smith Barney Inc. and Dean Witter & Co.

Kewsong Lee has served as a director of the Company since December 1994.
Mr. Lee has served as a Member and Managing Director of E.M. Warburg, Pincus &
Co. LLC ("EMW LLC") and a general partner of Warburg, Pincus & Co. ("WP") since
January 1, 1997. Mr. Lee served as a Vice President of Warburg, Pincus Ventures,
Inc. ("WPV") from January 1995 to December 1996, and an associate at E.M.
Warburg, Pincus & Co., Inc. ("EMW") from 1992 to until December 1994. Prior to
joining EMW, Mr. Lee was a consultant at McKinsey & Company, Inc., a management
consulting company, from 1990 to 1992. Mr. Lee is a director of Knoll, Inc. and
several privately held companies.

Howard H. Newman has served as a director of the Company since its
formation in June 1993. Mr. Newman has served as a Member and Managing Director
of EMW LLC (and its predecessor) and a general partner of WP since 1987. Mr.
Newman is a director of ADVO, Inc., Newfield Exploration Company, Cox Insurance
Holdings Plc, Comcast UK Cable Partners Limited and several privately held
companies.

Scott E. Pardee has served as a director of the Company since February
1997. Mr. Pardee has served as Senior Lecturer at the MIT Sloan School of
Management and Executive Director of the Finance Research Center at the Sloan
School since November 1997. Mr. Pardee served as Chairman of Yamaichi
International (America), Inc., a financial services company, from 1989 to 1995.
Mr. Pardee previously served as Executive Vice President and a member of the
Board of Directors of Discount Corporation of New York, a primary dealer in U.S.
government securities, and Senior Vice President and Manager of the Federal
Reserve Bank of New York.

John C. Sweeney has served as a director of the Company since December
1996. Mr. Sweeney has served as Senior Vice President and Chief Investment
Officer of USF&G since 1992, and as Chairman of Falcon Asset Management since
1992. Prior thereto, Mr. Sweeney served as Principal and Practice Director of
Towers Perrin Consulting Services from 1985 to 1992, and as Chief Investment
Officer of McM/Occidential Peninsular Insurance Companies from 1981 to 1984. Mr.
Sweeney also serves as a Director of USF&G Pacholder Fund, Inc.

David A. Tanner has served as a director of the Company since December
1996. Mr. Tanner served as a Member and Managing Director of EMW LLC (and its
predecessor) and a general partner of WP from January 1, 1993 through December
1997. Mr. Tanner served as a Vice President of EMW from January 1, 1991 to 1993
and was an associate at EMW from March 1986 to December 1990. Mr. Tanner is a
director of Golden Books Family Entertainment, Inc., and several privately held
companies. Mr. Tanner previously served as a director of the Company from
December 1994 through May 1996.


8


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
MANAGEMENT AND DIRECTORS

The following table sets forth information as of March 16, 1998 with
respect to the beneficial ownership of Common Shares and the applicable voting
rights attached to such share ownership in accordance with the Bye-Laws by (i)
each person known by the Company to own beneficially 5% or more of the
outstanding Common Shares; (ii) each director of the Company; (iii) the
Company's Chief Executive Officer and each of the four remaining most highly
compensated executive officers (collectively, the "Named Executive Officers");
and (iv) all executive officers and directors of the Company as a group.



Number of Percentage of
Beneficial Owner(1) Common Shares(2) Voting Rights
- ------------------- ---------------- -------------

Warburg, Pincus Investors, L.P. (3)
466 Lexington Avenue
New York, New York 10017 ......................... 3,873,402 18.0%
PT Investments, Inc. (4)
3003 Summer Street
Stamford, Connecticut 06904 ...................... 2,448,504(5) 7.9

GE Investment Private Placement Partners I -
Insurance, Limited Partnership (4)
3003 Summer Street
Stamford, Connecticut 06904 ...................... 318,213(6) *

United States Fidelity and Guaranty Company
6225 Centennial Way
Baltimore, Maryland 21209 ........................ 2,426,137 11.3

Harris Associates L.P. ...........................
Two North LaSalle Street, Suite 500
Chicago, Illinois (7) ............................ 1,680,000 7.8

Oppenheimer Capital
Oppenheimer Tower, World Financial Center
New York, New York 10281 (8) ..................... 1,301,300 6.1

James N. Stanard (9) ............................. 1,124,727 5.2

Keith S. Hynes (10) .............................. 212,414 *

William I. Riker (11) ............................ 196,339 *

John M. Lummis (12) .............................. 5,000 *

David A. Eklund (13) ............................. 76,271 *

Arthur S. Bahr (14) .............................. 15,621 *

Thomas A. Cooper (15) ............................ 3,457 *

Edmund B. Greene (16) ............................ -- --

Dan L. Hale (17) ................................. -- --

Gerald L. Igou (16) .............................. -- --

Kewsong Lee (3) .................................. -- --

Howard H. Newman (3) ............................. -- --

Scott E. Pardee (18) ............................. 3,675 *

John C. Sweeney (17) ............................. -- --

David A. Tanner .................................. -- --

All executive officers and directors of the
Company (15 persons) ........................... 1,637,504 7.6



- ------------
* Less than 1%

(footnotes appear on next page)


9


(1) Pursuant to the regulations of the Securities and Exchange Commission (the
"Commission"), shares are deemed to be "beneficially owned" by a person if
such person directly or indirectly has or shares the power to vote or
dispose of such shares whether or not such person has any pecuniary
interest in such shares or the right to acquire the power to vote or
dispose of such shares within 60 days, including any right to acquire
through the exercise of any option, warrant or right.

(2) Unless otherwise noted, consists solely of Full Voting Common Shares.

(3) The sole general partner of Warburg is WP, a New York general partnership.
EMW LLC, a New York limited liability company, manages Warburg. The
members of EMW LLC are substantially the same as the partners of WP.
Lionel I. Pincus is the managing partner of WP and the managing member of
EMW LLC, and may be deemed to control both WP and EMW LLC. WP, as the sole
general partner of Warburg, has a 20% interest in the profits of Warburg.
WP and EMW may be deemed to beneficially own the Full Voting Common Shares
owned by Warburg within the meaning of Rule 16a-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Kewsong Lee and
Howard H. Newman, each a director of the Company, are Managing Directors
and members of EMW LLC and general partners of WP. As such, Messrs. Lee
and Newman may be deemed to have an indirect pecuniary interest (within
the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate
portion of the Common Shares beneficially owned by Warburg, EMW and WP.
Each of Messrs. Lee and Newman disclaims "beneficial ownership" of the
Full Voting Common Shares owned by Warburg within the meaning of Rule
13d-3 under the Exchange Act.

(4) Does not include any Common Shares indirectly held by Trustees of General
Electric Pension Trust ("GE Pension Trust") or GE Investment Private
Placement Partners I, Limited Partnership ("GE Investment") by virtue of
GE Pension Trust's limited partnership interest in Warburg or as a result
of GE Pension Trust's or GE Investment's indirect interest in USF&G by
virtue of GE Pension Trust's, GE Investment's and certain of their
affiliates' holdings of 1,713,302 shares of Common Stock of USF&G
Corporation, the parent company of USF&G. GE Investment Management is the
general partner of GE Investment and a wholly owned subsidiary of General
Electric Company. As a result, each of GE Investment Management and
General Electric Company ("GEC") may be deemed to be the beneficial owner
of the Common Shares owned by GE Investment. GEC disclaims such beneficial
ownership, within the meaning of the Exchange Act or otherwise.

(5) Consists solely of DVI Shares.

(6) Consists solely of DVII Shares.

(7) According to a Statement on Schedule 13G filed with the Commission on
February 6, 1998, Harris Associates L.P. ("Harris"), an Investment Adviser
registered under Section 203 of the Investment Advisers Act of 1940 (the
"Investment Advisers Act"), and Harris Associates, Inc., the General
Partner of Harris ("Harris Inc."), each of Harris and Harris Inc. may be
deemed to be the beneficial owner of 1,680,000 Common Shares by reason of
advisory and other relationships with the persons who own such Common
Shares. Harris and Harris Inc. each reported shared voting and shared
dispositive power with respect to such Common Shares. According to such
Schedule 13G, these shares include 1,650,000 Common Shares owned by Harris
Associates Investment Trust (the "Trust") through the various series of
the Trust. Harris serves as investment advisor to the Trust, and
accordingly the Common Shares owned by the Trust are included as Common
Shares over which Harris has shared voting and dispositive power, and thus
as Common Shares beneficially owned by Harris because of Harris's power to
manage the Trust's investments.


(8) According to a Statement on Schedule 13G filed with the Commission on
February 27, 1998, Oppenheimer Capital, an Investment Adviser registered
under Section 203 of the Investment Advisers


10



Act ("Oppenheimer"), may be deemed to be the beneficial owner of 1,301,300
Common Shares by reason of advisory and other relationships with the
persons who own such Common Shares. Oppenheimer reported shared voting and
shared dispositive power with respect to such Common Shares.


(9) Includes 219,540 Common Shares issuable upon the exercise of options under
the Second Amended and Restated 1993 Stock Incentive Plan of RenaissanceRe
Holdings Ltd. (the "Incentive Plan") that are vested and presently
exercisable, and 111,111 restricted shares.

(10) Includes 47,458 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable, and 7,450
restricted shares.

(11) Includes 50,975 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable, and 82,450
restricted shares.

(12) Mr. Lummis does not hold any options under the Incentive Plan that are
presently vested and exercisable.

(13) Includes 47,071 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable, and 7,450
restricted shares.

(14) Includes 772 Common Shares granted in payment of directors' fees under the
Directors Plan which have not vested, and 4,667 Common Shares issuable
upon the exercise of options under the Directors Plan that are vested and
presently exercisable.

(15) Includes 663 Common Shares granted in payment of directors' fees under the
Directors Plan which have not vested, and 2,667 Common Shares issuable
upon the exercise of options under the Directors Plan that are vested and
presently exercisable.

(16) Mr. Greene is the Deputy Treasurer-Insurance of General Electric Company
and Mr. Igou is a Vice President-Investment Analyst for GEIC. Messrs.
Greene and Igou disclaim "beneficial ownership," within the meaning of
Rule 13d-3 under the Exchange Act, of the Common Shares owned by PT
Investments and GE Insurance.

(17) Mr. Hale is an Executive Vice President and the Chief Financial Officer of
USF&G, and Mr. Sweeney is a Senior Vice President and the Chief Investment
Officer of USF&G. Each of Messrs. Hale and Sweeney disclaims "beneficial
ownership" within the meaning of Rule 13d-3 under the Exchange Act or
otherwise of the Common Shares owned by USF&G.

(18) Includes 475 Common Shares granted in payment of directors' fees under the
Directors Plan which have not vested, and 2,667 Common Shares issuable
upon the exercise of options under the Directors Plan that are vested and
presently exercisable.


11


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with USF&G and GEI

The Company has in force several reinsurance treaties with USF&G,
subsidiaries of USF&G and affiliates of PT Investments and GE Insurance
(collectively, "GEI") covering property catastrophe risks in several geographic
zones. The terms of these treaties with USF&G, subsidiaries of USF&G and
affiliates of GEI were determined in arms' length negotiations and the Company
believes that such terms are comparable to terms the Company would expect to
negotiate in similar transactions with unrelated parties. For the year ended
December 31, 1997, the Company received approximately $4.0 million and $23.1
million in reinsurance premiums and deposits from subsidiaries of USF&G and
affiliates of GEI, respectively.

During the year ended December 31, 1997, the Company received 4.4% of its
premium assumed from the reinsurance brokerage firm of Bates Turner Inc., a GE
Capital Services company and an affiliate of GEI ("Bates"). The Company paid
commissions to Bates in the aggregate amount of $0.8 million in 1997. The terms
of such commissions were determined in arms' length negotiations.

Investment Advisory Agreements


During 1997, each of Warburg, Pincus Counsellors Bermuda ("Counsellors"),
an affiliate of Warburg, and GE Investment Management Incorporated ("GE
Investment Management"), an affiliate of GEI, engaged in investment advisory
activities on behalf of Reinsurance, subject to Reinsurance's investment
guidelines. The terms of such service were determined in arms' length
negotiations and reviewed by the Investment Committee of the Board. Fees paid to
Counsellors and GE Investment Management aggregated $0.4 million and $0.5
million, respectively, for the year ended December 31, 1997.


Falcon Asset Management (Bermuda) Ltd., an indirect wholly-owned
subsidiary of USF&G, provides investment advisory services to the Company under
an Investment Management Agreement dated March 15, 1997, the terms of which were
determined in arms' length negotiations. Based on current assets under
management, Falcon receives a quarterly fee of $37,500 under the agreement.
Total fees received by Falcon during 1997 were $116,528.

Employee Credit Facility

In order to encourage employee ownership of Common Shares, the Company has
guaranteed certain loan and pledge agreements (collectively, the "Employee
Credit Facility") between certain employees of the Company (the "Participating
Employees") and Bank of America Illinois ("BofA"). Pursuant to the terms of the
Employee Credit Facility, BofA has agreed to loan the Participating Employees up
to an aggregate of $25 million solely to purchase Common Shares and to pay
certain taxes relating to compensation payable in Common Shares. Each loan under
the Employee Credit Facility is required to be initially collateralized by the
respective Participating Employee with Common Shares or other collateral
acceptable to BofA at a rate of 2.25 times the amount of each such loan. If the
value of the collateral provided by a Participating Employee subsequently
decreases below 1.5 times the outstanding loan amount, such Participating
Employee is required to contribute additional collateral in the amount of such
deficiency. Loans under the Employee Credit Facility are otherwise nonrecourse
to the Participating Employees.


12


Loan and Pledge Agreements

In connection with an equity recapitalization of the Company in March 1995
(the "1995 Recapitalization"), the Company amended and restated the Incentive
Plan, issued an aggregate of 787,500 restricted Full Voting Common Shares (the
"Restricted Shares") to Messrs. Stanard, Currie, Hynes, Riker and Eklund
thereunder and entered into loan and pledge agreements with each of such persons
to assist them in meeting their respective income tax obligations relating to
their receipt of such Full Voting Common Shares. The full amount of all of such
loans and accrued interest was repaid Mr. Hynes in 1996 and by Mr. Currie in
1997. Also, in 1997 the full amount of such loans were repaid by each of Messrs.
Stanard, Eklund and Riker with proceeds drawn down under the Employee Credit
Facility.

Shareholders Agreement


Warburg, PT Investments, GE Insurance and USF&G (collectively, the
"Investors") are parties to an amended and restated shareholders agreement (the
"Shareholders Agreement") among themselves and the Company, pursuant to which
the Company and the Investors have each agreed to use their respective
reasonable best efforts to nominate and to elect certain designees of the
Investors to the Board, as described below. Accordingly, the Shareholders
Agreement provides the Investors with the ability, if they act in concert, to
elect a majority of the members of the Board and approve or prevent certain
actions requiring shareholder approval, including adopting amendments to the
Bye-Laws and approving a merger or consolidation, liquidation or sale of all or
substantially all of the assets of the Company. Pursuant to the Shareholders
Agreement, the number of directors serving on the Board is fixed at 11;
provided, that a majority of the Board may determine to expand the size of the
Board to 12 directors.

Pursuant to the terms of the Shareholders Agreement, Warburg presently has
the right to designate three members of the Board, and each of PT Investments,
GE Insurance and USF&G presently has the right to designate one member of the
Board, respectively.


At such time as Warburg owns less than 3,706,146 Common Shares, but at
least 1,853,073 Common Shares, the number of directors that Warburg shall be
entitled to nominate shall be reduced to two. At such time as Warburg owns less
than 1,853,073 Common Shares, but at least 741,229 Common Shares, the number of
directors that Warburg shall be entitled to nominate shall be reduced to one. At
such time as any one of Warburg, PT Investments or USF&G shall own less than
741,229 Common Shares, then such party shall no longer be entitled to nominate
any director to the Board.

GE Insurance, so long as it owns any Common Shares, shall be entitled to
nominate one director to the Board. At such time as PT Investments and GE
Insurance shall, in the aggregate, own less than 1,853,073 Common Shares, then
PT Investments shall not have any right to nominate a director and GE Insurance
shall have the right to nominate one director. At such time as GE Insurance
shall own no Common Shares and PT Investments shall own at least 741,229 Common
Shares, GE Insurance shall not have the right to nominate a director and PT
Investments shall have the right to nominate one director to the Board.

Registration Rights

The Investors are parties to an amended and restated registration rights
agreement (the "Registration Rights Agreement") among themselves and the
Company, pursuant to which each Investor has the right to require registration
by the Company on three, in the case of GEI, and two, in the case of each of
Warburg and USF&G, separate occasions at any time of the Full Voting Common
Shares, Diluted Voting Shares or Full


13


Voting Common Shares issued upon conversion of Diluted Voting Shares
(collectively, the "Registrable Securities") held by any such person, as the
case may be; provided, however, that the Company is required to honor a demand
for registration of Diluted Voting Shares only if it shall be a condition to the
delivery of the Diluted Voting Shares contemplated by such registration that,
immediately following the sale thereof by such holder, such Diluted Voting
Shares shall be converted into Full Voting Common Shares. The Company has the
right once in any twelve-month period to not effect a demand for registration
for up to 120 days if, in the good faith judgment of the Board, it would be
seriously detrimental to the Company and its shareholders to effect such
registration. In connection with such registrations, the Company is required to
bear all registration and selling expenses, other than underwriting fees and
commissions. The Company currently does not intend to list the Diluted Voting
Shares on the NYSE. Registration rights under the Registration Rights Agreement
are transferable to an assignee or transferee of Registrable Securities in
accordance with the terms of the Registration Rights Agreement.

The Company has filed a registration statement on Form S-8 under the
Securities Act (File No. 333-06339) registering for sale an aggregate of
2,312,500 Full Voting Common Shares issued pursuant to the Incentive Plan and
the Director Plan. The Company will file, subject to approval of the Directors
Plan Proposal by the requisite affirmative shareholder vote at the Annual
Meeting, an amended registration statement on Form S-8 registering for sale
under the Securities Act an additional 100,000 Full Voting Common Shares
available for issuance pursuant to the Directors Plan, as amended.


14


BOARD OF DIRECTORS; BOARD COMMITTEES

Board of Directors Meetings; Board Committee Meetings

During 1997, the Board met six times, the Audit Committee met two times,
the Investment Committee met three times, and the Compensation Committee met one
time. Each of the Company's Directors attended at least 75% of the total number
of meetings of the Board and Committees on which he served.

Audit Committee

The Audit Committee of the Board presently consists of Messrs. Bahr,
Cooper, Lee, Hale and Pardee and is responsible for meeting with the Company's
independent accountants regarding, among other issues, audits and adequacy of
the Company's accounting and control systems.

Compensation Committee; Compensation Sub-Committee

The Compensation Committee of the Board presently consists of Messrs.
Bahr, Cooper, Hale and Newman, and has the authority to establish compensation
policies and recommend compensation programs to the Board. A sub-committee of
the Compensation Committee (the "Sub-Committee"), which presently consists of
Messrs. Bahr and Cooper, has the authority to grant options ("Options") and
restricted Full Voting Common Shares (the "Restricted Shares") under the
Incentive Plan and to administer the Incentive Plan and the Company's bonus
plan.

Investment Committee

The Investment Committee of the Board presently consists of Messrs. Igou,
Pardee, Stanard, Sweeney and Tanner and has the authority to establish
investment policies and the responsibility for oversight of investment managers
of the Company's investment portfolio.

Section 16(a) Beneficial Ownership Reporting Compliance

Under the Exchange Act, the Company's directors and executive officers,
and any persons holding more than 10% of the outstanding Common Shares are
required to report their initial ownership of Common Shares and any subsequent
changes in that ownership to the Commission. Specific due dates for these
reports have been established by the Commission, and the Company is required to
disclose in this Proxy Statement any failure by such persons to file these
reports in a timely manner during the 1997 fiscal year. Based upon the Company's
review of copies of such reports furnished to it, the Company believes that
during the 1997 fiscal year its executive officers and directors and the holders
of more than 10% of the outstanding Common Shares complied with all reporting
requirements of Section 16(a) under the Exchange Act.


15


EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Committee Report on Executive Compensation


Executive Compensation Policy. The Company's compensation policy for all
of its executive officers is formulated and administered by the Sub-Committee of
the Board's Compensation Committee. The Sub-Committee also administers the
Incentive Plan, under which the Sub-Committee periodically grants Options and
Restricted Shares to the executive officers and other employees of the Company.
Exercise prices and vesting terms of Options granted under such Plan are in the
sole discretion of the Sub-Committee.

The Company engaged the services of Sibson & Company, independent
consultants on executive compensation, during 1996 to review the executive
compensation program and make recommendations to the Compensation Committee
regarding the design and guiding principles of the program.

The primary goals of the Company's compensation policy are to continue to
attract and retain talented executives at the Company's offshore location, to
reward results (i.e., contribution to shareholder value, benchmarked results for
key performance factors and accomplishment of agreed-upon goals) and to
encourage teamwork. The Compensation Committee believes that the total
compensation awarded should be concentrated in equity-based incentives to link
the interests of executives more closely with the interests of the Company's
shareholders. In determining the level of executive compensation, the
Compensation Committee evaluates whether the compensation awarded to an
executive is competitive with compensation awarded to executives holding similar
positions at selected peer companies, combined with an evaluation of the
executive's performance.

During 1997, the Company entered into amended employment agreements with
each of the Named Executive Officers and all of the officers of the Company and
its subsidiaries. These new employment agreements were entered into in
recognition of the significant contribution of the officers of the Company and
its subsidiaries to the success of the Company and the enhancement of
shareholder value, to seek to ensure the continued retention of these key
employees into the future, and to incentivize these employees and further align
their interests with those of the shareholders by weighting significantly the
compensation of such officers with equity-based incentives. The Compensation
Committee reviews and approves the base salary component and cost of living
allowances awarded to such executives under their respective employment
agreements. The Sub-Committee may award discretionary annual cash bonuses.

The Sub-Committee may also grant Options and/or Restricted Shares to such
executives. Generally, Options are granted at a price equal to the fair market
value of the Full Voting Common Shares on the date of the grant. The
Compensation Committee believes that such executives' beneficial ownership
positions in the Company, as a result of their respective personal investments
and the Options and Restricted Shares granted to them, cause their interests to
be well aligned with those of the Company and its shareholders.

Chief Executive Officer's Compensation. The compensation of James N.
Stanard, President and Chief Executive Officer of the Company, is determined and
reviewed by the Compensation Committee. In determining Mr. Stanard's
compensation, the Compensation Committee evaluates Mr. Stanard's contributions
toward creation and enhancement of shareholder value, including the achievement
of agreed-upon objectives. The Compensation Committee considers subjective
factors, such as Mr. Stanard's dedication and leadership abilities, as well as
objective factors, such as his impact on the financial and operating performance
of the Company. The Compensation Committee believes that the continuing
development of the Company, the excellent operating results of the Company, the
execution of the Company's capital plan, the success in motivating the employees
of


16


the Company, the articulation of the strategic vision of the Company and the
current market position of the Company were significantly impacted by Mr.
Stanard and members of his management team.

In recognition of Mr. Standard's contribution to Company and to the
enhancement of shareholder value, the Committee resolved that it would be in the
best interests of the Company and its shareholders to retain Mr. Stanard to
ensure that his contribution to the Company and the shareholders would continue.
In July 1997, as described below, the Company entered into an amended employment
agreement with Mr. Stanard under which Mr. Stanard would continue as Chief
Executive Officer and Chairman of the Board of the Company until July 1, 2001.

Consistent with the Compensation Committee's general compensation
philosophy for the Company's executives, Mr. Stanard's compensation has been
weighted significantly towards equity-based incentives, and Mr. Stanard's annual
salary and cash bonuses have been targeted at the average of cash and bonus
compensation paid to chief executive officers at selected peer companies. The
Compensation Committee believes that Mr. Stanard's beneficial ownership position
in the Company, as a result of his personal investment and the Options and
Restricted Shares granted to him, cause his interests to be well aligned with
the long term interests of the Company and its shareholders.

The Company is not a United States taxpayer, therefore, Section 162(m) of
the Code (which generally disallows a tax deduction to public companies for
annual compensation over $1 million paid to the chief executive officer or any
of the four other most highly compensated executive officers) does not apply to
the Company's compensation payments.

Arthur S. Bahr, Chairman
Thomas A. Cooper
Dan L. Hale
Howard H. Newman


17


Performance Graph

The following graph compares the cumulative return on the Common Shares
during the fiscal periods ended December 31, 1995, 1996 and 1997 to such return
for the Standard & Poor's ("S&P") 500 Composite Stock Price Index and S&P's
Property-Casualty Industry Group Stock Price Index for the period commencing
with the effective date of the Company's initial public offering of Common
Shares on July 26, 1995 (the "Initial Public Offering") and ending on December
31, 1997, assuming (i) $100 was invested on July 26, 1995 (the effective date of
the Initial Public Offering for which the initial price to the public was $19.50
per Common Share) and (ii) reinvestment of dividends. Each measurement point on
the graph below represents the cumulative shareholder return as measured by the
last sale price at the end of each calendar year during the period from July 26,
1995 through December 31, 1997. As depicted in the graph below, during this
period, the cumulative total return (1) for the Common Shares was 127.9%, (2)
for the S&P 500 Composite Stock Price Index was 81.8% and (3) for the S&P
Property-Casualty Industry Group Stock Price Index was 118.7%.


COMPARISON OF CUMULATIVE TOTAL RETURN

[STOCK PRICE PERFORMANCE GRAPH APPEARS HERE]

7/26/95 12/31/95 12/31/96 12/31/97
------- -------- -------- --------
RenaissanceRe Holdings Ltd. $100 $142.16 $ 158.69 $ 218.29

S&P 500 100 110.89 135.30 181.34

S&P Property-Casualty Industry
Group Stock Price Index 100 124.24 151.11 217.65


18


Executive Compensation

The following Summary Compensation Table sets forth information concerning
the compensation for services paid to the Named Executive Officers during the
years ended December 31, 1997, 1996 and 1995.

Summary Compensation Table