THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIRD AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


This Third Amended and Restated Employment Agreement (the
"Agreement") is dated as of June 3, 1998, and is entered into between
Renaissance Reinsurance Ltd., a Bermuda Company (the "Company"), and James N.
Stanard ("Executive").

WHEREAS, Executive and the Company are parties to an Amended and
Restated Employment Agreement, dated July 1, 1997 (the "Prior Agreement"); and

WHEREAS, Executive and the Company have agreed to amend the Prior
Agreement as set forth herein.

NOW, THEREFORE, the parties hereby agree to amend and restate the
Prior Agreement as follows:


ARTICLE I

Employment, Duties and Responsibilities

1.01. Employment. The Executive shall continue to serve as Chief Executive
Officer and Chairman of the Board of the Company and its parent, RenaissanceRe
Holdings Ltd. ("Holdings"). Executive agrees to devote his full time and efforts
to promote the interests of the Company.

1.02. Duties and Responsibilities. Executive shall have such duties and
responsibilities as are consistent with his position.

1.03. Base of Operation. Executive's principal base of operation for the
performance of his duties and responsibilities under this Agreement shall be the
offices of the Company in Hamilton, Bermuda; provided, however, that Executive
shall perform such duties and responsibilities outside of Bermuda as shall from
time to time be reasonably necessary to fulfill his obligations hereunder.
Executive's performance of any duties and responsibilities outside of Bermuda
shall be conducted in a manner consistent with any guidelines provided to
Executive by the Holdings' Board of Directors (the "Holdings Board").

ARTICLE II

Term

2.01. Term. The term of this Agreement (the "Term") shall commence on June
23, 1997 and, unless terminated earlier as provided in Article V, shall continue
until the earlier of (i)


July 1, 2001, or (ii) the date which is one year following a "Change in Control"
(as defined in Section 5.06 below).

ARTICLE III

Compensation and Expenses

3.01. Salary, Incentive Awards and Benefits. As compensation and
consideration for the performance by Executive of his obligations under this
Agreement, Executive shall be entitled, during the Term, to the following
(subject, in each case, to the provisions of ARTICLE V hereof):

(a) Salary; Bonus. The Company shall pay Executive a base salary at
the rate of $412,000 per year ("Base Salary"), payable in accordance with the
normal payment procedures of the Company and subject to such withholding and
other normal employee deductions as may be required by law. The Company shall
review the base salary annually. In addition, not later than January 1, 1998,
the Company shall pay executive a one-time bonus of $162,500. Annual bonuses
shall be payable at the discretion of the Company and shall be determined in a
manner consistent with the treatment of other executive officers of the Company.

(b) Additional Bonus.

(i) Except as provided in clause (ii) below, each year during
the Term, the Company shall pay Executive, in addition to any discretionary
bonus, an additional annual bonus of $815,000 (the "Additional Bonus") payable
on each of June 30, 1998, June 30, 1999, June 30, 2000, and June 30, 2001. In
addition, on each such date, Executive shall receive an additional payment (the
"Gross-Up Payment") in an amount which, after reduction of all applicable income
taxes incurred by Executive in connection with such Gross-Up Payment, is equal
to the amount of income tax payable by the Executive in respect of the
Additional Bonus payable on such date. For this purpose, the income taxes
payable by Executive shall be computed based on the effective combined Federal
and State income tax rate then applicable to Executive.

(ii) The foregoing notwithstanding, in the event of (x) a
termination of Executive's employment by reason of Executive's death or
disability (as defined in Section 5.03) or (y) a termination of Executive's
employment by the Company without "Cause" (as defined in Section 5.04 below) or
by Executive for "Good Reason" (as defined in Section 5.01 below) prior to a
Change in Control, the Additional Bonus and the Gross-Up Payment shall be
accelerated and shall be paid on the date of such termination pursuant to clause
(i) above. In the event of a termination of Executive's employment by the
Company without Cause or by Executive for Good Reason on or after a Change in
Control, or in the event of an expiration of this Agreement one

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year following a Change in Control, any portion of the Additional Bonus and the
Gross-Up Payment not previously paid shall be accelerated and paid on the last
day of the "Non-Competition Period" (as defined in Section 4.04 below) pursuant
to clause (i) above. No payments of Additional Bonus or Gross-Up Payment shall
be made following a termination of Executive's employment for Cause, or by
Executive without Good Reason, regardless of whether a Change in Control has
occurred.

(c) Awards.

(i) Executive shall participate in the Second Amended and
Restated 1993 Stock Incentive Plan of RenaissanceRe Holdings Ltd., as amended
from time to time and any successor plan thereto (the "Plan"). Executive shall
enter into separate award agreements with respect to awards granted to him under
the Plan ("Awards").

(ii) Effective as of the date of this Agreement, the Company,
by action of the Section 162(m) Subcommittee of the Stock Option Committee of
the Board of Directors, has granted to Executive 111,111 shares of restricted
common stock of Holdings ("Restricted Stock") and options ("Options") to
purchase 66,667 shares of unrestricted common stock of Holdings ("Common
Stock"). The Options shall vest at the rate of 25% a year commencing as of the
date hereof, with the first vesting date being June 23, 1998, and shall be
governed by the terms and conditions of the Plan. The Restricted Stock shall
vest on June 3, 1998 with respect to 83,333 shares and on June 23, 1998 with
respect to 27,778 shares, and shall otherwise be governed by the terms and
conditions of the Plan and the Restricted Stock Agreements dated June 23, 1997.
The vesting of such Awards and any future Awards shall be accelerated in the
event of a termination of Executive's employment by the Company without Cause,
or by Executive for Good Reason, or by reason of Executive's death or disability
unless, with respect only to future Awards, Executive is otherwise notified by
the Company at the time of grant. The Options shall be exercisable at a price of
$38 per share. The Company and the Executive will enter into customary Award
agreements with respect to such Awards.

(iii) (A) Executive shall be eligible to earn an incentive
bonus (the "Incentive Bonus"). Subject to subparagraph (iii)(B), the Incentive
Bonus shall be payable over four years as follows: a payment in the amount of
$475,000 shall be made in each of June 1999, June 2000 and June 2001, and a
payment of $375,000 shall be made in June 2002.

(B) Incentive Bonuses shall be paid only if the
Company meets cumulative Return on Equity ("ROE") targets for each immediately
preceding fiscal year established under the Company's business plan adopted by
the Holdings Board. ROE shall be computed on a cumulative basis (i.e.,
percentage excesses or

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shortfalls against annual targets will be applied toward subsequent fiscal
years). An Incentive Bonus which is not payable for a given fiscal year as a
result of the Company's failure to meet the cumulative ROE target for that year
shall be payable in a subsequent year if the Company meets the cumulative ROE
target for that subsequent year.

(C) In the event of a termination of Executive's
employment without Cause, or by Executive for Good Reason, which occurs prior to
a Change in Control, Executive shall be paid an Incentive Bonus equal to the
aggregate amount of Incentive Bonuses payable through June 2002, reduced by the
aggregate amount of all previous Incentive Bonuses paid to Executive (the
"Remaining Incentive Balance"), such amount to be paid on the date of such
termination. In the event of a termination of Executive's employment by the
Company without Cause, or by Executive for Good Reason, which occurs on or after
a Change in Control or upon expiration of this Agreement one year following a
Change in Control, Executive shall be paid an Incentive Bonus equal to the
Remaining Incentive Balance, such amount to be paid on the last day of the
Non-Competition Period. In the event of a termination of Executive's employment
by reason of Executive's death or disability, regardless of whether a Change in
Control has occurred, Executive shall be paid an Incentive Bonus equal to the
Remaining Incentive Balance, such amount to be paid on the date of such
termination. The amounts described in this subsection (c)(iii)(C) shall be paid
irrespective of whether applicable ROE targets have been met.

(D) No Incentive Bonus shall be paid following a
termination of Executive's employment for Cause, or by Executive without Good
Reason, regardless of whether a Change in Control has occurred.

(E) In the event Executive's employment is terminated
under circumstances where a portion of the 83,333 shares of Restricted Stock as
to which vesting was accelerated to June 3, 1998, would have been forfeited to
Holdings, based on the forfeiture conditions which were applicable to such
shares under the terms of the Plan and the Restricted Stock Agreement relating
to such shares dated June 23, 1997 (i.e., had the vesting of such shares not
been so accelerated), the Executive shall, not later than five days following
the date of such termination, transfer and deliver to Holdings a number of
shares of Common Stock (other than shares comprising the Restricted Stock) equal
to the number of shares of Restricted Stock which would have been so forfeited.
Holdings and the Company acknowledge that the foregoing obligation shall be
unsecured and Executive shall not be required to escrow, set aside, legend or
otherwise designate any specific shares of Common Stock for purposes of
satisfying such obligation.

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(iv) The Company acknowledges that the Executive will incur
obligations under the Credit Agreement in respect of taxes payable on the
Restricted Stock and in respect of the purchase price paid for certain shares of
Common Stock purchased by Executive, and may incur additional obligations under
the Credit Agreement in the future. In the event that Executive's obligations
under the Credit Agreement become due and Executive is precluded from selling
shares of Common Stock owned by the Executive by reason of Company-imposed
transfer restrictions (other than Restricted Stock which has not vested), the
Company shall waive such transfer restrictions to the extent necessary to allow
Executive to sell his shares and apply the proceeds thereof toward the repayment
of his obligations under the Credit Agreement.

(d) Benefits. Executive shall be eligible to participate in such
life insurance, health, disability and major medical insurance benefits, and in
such other employee benefit plans and programs for the benefit of the employees
of the Company, as may be maintained from time to time during the Term, in each
case to the extent and in the manner available to other officers of the Company
and subject to the terms and provisions of such plan or program, except that
Executive shall not be entitled to participate in any plan or program maintained
for the purpose of providing retirement income to participants other than the
RenaissanceRe Holdings Ltd. Retirement Plan.

(e) Vacation. Executive shall be entitled to reasonable paid
vacation periods, to be taken at his discretion, in a manner consistent with his
obligations to the Company under this Agreement.

(f) Indemnification/Liability Insurance. The Company shall indemnify
Executive as required by the By-laws, and may maintain customary insurance
policies providing for indemnification of Executive.

3.02. Expenses; Perquisites. During the Term, the Company shall provide
Executive with the following expense reimbursements and perquisites:

(a) Housing. The Company shall reimburse Executive for all
reasonable expenses incurred in connection with Executive's maintenance of a
place of residence in Bermuda, as approved from time to time by the Board.

(b) Business Expenses. The Company will reimburse Executive for
reasonable business-related expenses incurred by him in connection with the
performance of his duties hereunder, subject, however, to the Company's policies
relating to business-related expenses as in effect from time to time.

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(c) Automobile. The Company shall provide Executive with an
automobile with a value comparable to automobiles customarily provided to Chief
Executive Officers of comparable Bermuda-based companies.

(d) Personal Travel. The Company shall provide Executive with
first-class air travel between Bermuda and the United States for the personal
purposes of Executive and members of his immediate family, up to a maximum of 40
visits by Executive and 12 visits for his family during each year of employment.

(e) Financial Services. The Company shall provide Executive with the
services of a professional tax and financial planning company.

(f) Incentive Gross-Up. To the extent that benefits provided to
Executive under subsections 3.02(a), (c) and (d) of this Agreement result in
imputed income and a resulting increased income tax liability to Executive, the
Company shall pay Executive a tax reimbursement benefit in an amount such that,
after deduction of all income taxes payable with respect to such tax
reimbursement benefit, the amount retained by Executive will be equal to the
amount of such increased income tax liability.

ARTICLE IV

Exclusivity, Etc.

4.01. Exclusivity; Non-Competition. Executive agrees to perform his
duties, responsibilities and obligations hereunder efficiently and to the best
of his ability. Executive agrees that he will devote his entire working time,
care and attention and best efforts to such duties, responsibilities and
obligations throughout the Term, it being understood that Executive anticipates
spending three-day weekends with his family during non-peak periods. Executive
also agrees that during the Term he will not engage in any business activities
that are competitive with the business activities of the Company or any of its
divisions, subsidiaries or affiliates.

4.02. Other Business Ventures. Executive agrees that during the Term he
will not own, directly or indirectly, any controlling or substantial stock or
other beneficial interest in any business enterprise which is engaged in
business activities that are competitive with the business activities of the
Company or any of its divisions, subsidiaries or affiliates. The preceding
sentence notwithstanding, Executive may own, directly or indirectly, up to 1% of
the outstanding capital stock of any business having a class of capital stock
which is traded on any major stock exchange or in the over-the-counter market.

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4.03. Confidential Information. Executive agrees that he will not, at any
time during or after the Term, make use of or divulge to any other person, firm
or corporation any trade or business secret, process, method or means, or any
other confidential information concerning the business or policies of the
Company or any of its divisions, subsidiaries or affiliates, which he may have
learned in connection with his employment hereunder. For purposes of this
Agreement, a "trade or business secret, process, method or means, or any other
confidential information" shall mean any information designated as confidential
by the Board of Directors of the Company (the "Board") and as to which Executive
receives notice, provided that Executive shall be obligated to confer
periodically with and assist the Board in determining which information should,
in the best interests of the Company, be so designated. Executive's obligation
under this Section 4.03(a) shall not apply to any information which (i) is known
publicly; (ii) is in the public domain or hereafter enters the public domain
without the fault of Executive; (iii) is known to Executive prior to his receipt
of such information from the Company, as evidenced by written records of
Executive or (iv) is hereafter disclosed to Executive by a third party not under
an obligation of confidence to the Company. Executive agrees not to remove from
the premises of the Company, except as an employee of the Company in pursuit of
the business of the Company or except as specifically permitted in writing by
the Board, any document or other object containing or reflecting any such
confidential information. Executive recognizes that all such documents and
objects, whether developed by him or by someone else, will be the sole exclusive
property of the Company. Upon termination of his employment hereunder, Executive
shall forthwith deliver to the Company all such confidential information,
including without limitation all lists of customers, correspondence, accounts,
records and any other documents or property made or held by him or under his
control in relation to the business or affairs of the Company or its
subsidiaries or affiliates, and no copy of any such confidential information
shall be retained by him.

4.04. Non-Competition Obligations. During Executive's employment and, upon
any termination of Executive's employment (including upon the expiration of the
Term on the earlier of July 1, 2001 or the date one year following a Change in
Control), other than (a) a termination of Executive's employment by reason of
his death or disability, or (b) a termination of Executive's employment by the
Company without Cause, or by Executive for Good Reason, which occurs prior to a
Change in Control, the Executive shall not, for a period of one year from the
date of such termination (the "Non-Competition Period"), directly or indirectly,
whether as an employee consultant, independent contractor, partner, joint
venturer or otherwise, (i) engage in any business activities reasonably
determined by the Board to be competitive, to a material extent, with any
substantial type or kind of business activities conducted by the Company or any
of

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its divisions, subsidiaries or affiliates at the time of such termination; (ii)
on behalf of any person or entity engaged in business activities competitive
with the business activities of the Company or any of its divisions,
subsidiaries or affiliates, solicit or induce, or in any manner attempt to
solicit or induce, any person employed by, or as agent of, the Company or any of
its divisions, subsidiaries or affiliates to terminate such person's contract of
employment or agency, as the case may be, with the Company or with any such
division, subsidiary or affiliate or (iii) divert, or attempt to divert, any
person, concern, or entity from doing business with the Company or any of its
divisions, subsidiaries or affiliates, nor will he attempt to induce any such
person, concern or entity to cease being a customer or supplier of the Company
or any of its divisions, subsidiaries or affiliates. The preceding sentence
notwithstanding, (I) in the event of a termination of Executive's employment by
the Company for Cause, or by Executive without Good Reason, which occurs within
one year following a Change in Control, the Non-Competition Period shall be one
year from the date of such termination, plus a number of days equal to (x) 365,
minus (y) the number of days which have elapsed from the date of such Change in
Control until the date of such termination, provided that it shall expire no
later than June 30, 2002; and (II) irrespective of whether a Change in Control
has occurred, in the case of (A) a voluntary termination of employment by the
Executive which is not for Good Reason, (B) a termination by the Company for
Cause, or (C) a termination which occurs by reason of the expiration of the Term
on the earlier of July 1, 2001 or the date one year following a Change in
Control, the Company may elect, within 14 days after the date of such
termination, to waive the Executive's non-competition obligations, in which case
it shall not be required to make payments to the Executive during the
Non-Competition Period, as provided in Section 5.05(a) of this Agreement.

4.05. Remedies. Executive acknowledges that the Company's remedy at law
for a breach by him of the provisions of this Article IV will be inadequate.
Accordingly, in the event of the breach or threatened breach by Executive of any
provision of this Article IV, the Company shall be entitled to injunctive relief
in addition to any other remedy it may have. If any of the provisions of, or
covenants contained in, this Article IV are hereafter construed to be invalid or
unenforceable in any jurisdiction, the same shall not affect the remainder of
the provisions or the enforceability thereof in any other jurisdiction, which
shall be given full effect, without regard to the invalidity or unenforceability
in such other jurisdiction. If any of the provisions of, or covenants contained
in, this Article IV are held to be unenforceable in any jurisdiction because of
the duration or geographical scope thereof, the parties agree that the court
making such determination shall have the power to reduce the duration or
geographical scope of such provision or covenant and, in its reduced form, such
provision or

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covenant shall be enforceable; provided, however, that the determination of such
court shall not affect the enforceability of this Article IV in any other
jurisdiction.

ARTICLE V

Termination

5.01. Termination for Cause. The Company shall have the right to terminate
Executive's employment at any time for "Cause". For purposes of this Agreement,
"Cause" shall mean (a) Executive's willful and continued failure to
substantially perform his duties under this Agreement, (b) the engaging by
Executive in willful misconduct which is demonstrably and materially injurious
to the Company or any of its divisions, subsidiaries or affiliates, monetarily
or otherwise, (c) the commission by Executive of an act of fraud or embezzlement
against the Company or any of its divisions, subsidiaries or affiliates, (d) the
conviction of Executive of a felony, or (e) Executive's material breach of the
provisions of any of Sections 4.01, 4.02, 4.03 or 4.04 of this Agreement,
provided Executive has received prior written notice of such breach.

5.02. Death. In the event Executive dies during the Term, this Agreement
shall automatically terminate, such termination to be effective on the date of
Executive's death.

5.03. Disability. In the event that Executive suffers a disability which
prevents him from substantially performing his duties under this Agreement for a
period of at least 90 consecutive days, or 180 non-consecutive days within any
365-day period, the Company shall have the right to terminate this Agreement,
such termination to be effective upon the giving of notice to Executive in
accordance with Section 6.03 of this Agreement.

5.04. Termination for Good Reason. For purposes of this Agreement, the
following circumstances shall constitute "Good Reason":

(a) the assignment to Executive of any duties materially
inconsistent with his authority, duties or responsibilities, or any other action
by the Company which results in a material diminution or material adverse change
in such authority, duties or responsibilities, excluding for this purpose an
isolated action not taken in bad faith and which is remedied promptly after
receipt of notice thereof given by Executive;

(b) any material breach of this Agreement by the Company, other than
an isolated failure not occurring in bad faith and which is remedied promptly
after receipt of written notice thereof given by Executive;

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(c) any failure by the Company to require any successor to be bound
by the terms of this Agreement as required by Section 6.02(b) of this Agreement;
or

(d) any decision by the Board to effect a winding down and eventual
dissolution of the Company.

5.05. Effect of Termination.

(a) Obligations of Company. In the event of any termination of the
Executive's employment hereunder, the Company shall pay Executive any earned but
unpaid Base Salary. In addition, except as provided in Section 5.06 of this
Agreement, upon a termination of Executive's employment for any reason other
than the Executive's death or disability (including the expiration of this
Agreement on July 1, 2001 or one year following a Change in Control), the
Company shall continue to pay Executive for a period of twelve (12) months his
then current Base Salary, and an amount equal to the highest regular
discretionary bonus paid or payable to Executive over the preceding three fiscal
years (excluding the Additional Bonus, the Incentive Bonus and any extraordinary
or non-recurring bonus), such amounts to be payable in equal monthly
installments commencing on the date which is one month after the date of such
termination. The preceding sentence notwithstanding, in the event of a
termination of employment described in the last sentence of Section 4.04 of this
Agreement, if the Company elects to waive the Executive's non-competition
obligations within 14 days after the date of such termination, the Company shall
not be required to make the additional payments set forth in the preceding
sentence.

(b) Awards. The Executive's rights with respect to Awards, upon any
termination of his employment with the Company, shall be governed exclusively by
this Agreement, the terms and conditions of the Plan and any agreement executed
by Executive in connection with such Awards. With respect to the Award of
Options to purchase 66,667 shares of Common Stock described in Section 3.01(c)
hereof, and any Awards granted prior or subsequent to the date hereof, the Award
agreements shall provide (or shall be amended to provide) that in the event of
termination of Executive's employment by reason of the expiration of this
Agreement on July 1, 2001 or one year following a Change in Control, Executive
shall continue to be treated as employed by the Company for purposes of vesting
in such Awards, for so long as (i) Executive has not engaged in conduct which
would be inconsistent with the non-competition obligations described in Section
4.04 of this Agreement, and (ii) Executive has not voluntarily resigned from the
Holdings Board, and (iii) with respect only to Awards granted prior to the date
hereof, Executive is either serving on the Holdings Board or providing
substantial services to the Company and/or Holdings in a

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consulting capacity. With respect to Executive's Options to purchase 66,667
shares of Common Stock described in Section 3.01(c), and any options granted
prior or subsequent to the date hereof, the Award agreements shall provide (or
shall be amended to provide) that during the applicable period described in the
preceding sentence, such Options shall remain outstanding and exercisable. The
Award agreements shall further provide (or shall be amended to provide) that, in
the event Executive (A) resigns from the Holdings Board, (B) has engaged in
conduct which is inconsistent with the non-competition obligations described in
Section 4.04 of this Agreement, or (C) with respect only to options granted
prior to the date hereof, is not serving on the Holdings Board and is not
providing (or has ceased providing) substantial services to the Company and/or
Holdings in a consulting capacity, such options shall remain exercisable for a
period of no more than thirty days following the date Executive receives notice
from the Company of such occurrence, to the extent exercisable on that date, and
shall thereafter terminate.

(c) Obligations of Executive. Subject to this Section 5.05 of this
Agreement, Executive may terminate this Agreement at any time. Except as
otherwise provided in Sections 4.03 and 4.04 of this Agreement, Executive shall
not have obligations to the Company hereunder by reason of the termination of
his employment.

5.06. Termination Following a Change in Control.

(a) In the event that a Change in Control occurs and, on or within
one year following the date of such Change in Control: (i) the Executive's
employment is terminated by the Company without Cause, or (ii) the Executive
terminates his employment voluntarily for Good Reason, then in lieu of the
payments described in the second sentence of Section 5.05(a) of this Agreement,
the Company shall pay the Executive, within fifteen days following the date of
such termination, a lump sum cash amount equal to two times the sum of:

(A) Executive's annual Base Salary at the highest rate in effect
during the Term; and

(B) the highest regular discretionary bonus paid or payable to the
Executive over the preceding three fiscal years (excluding the
Additional Bonus, the Incentive Bonus and any extraordinary or
non-recurring bonus).

(b) For purposes of this Agreement, "Change in Control" means the
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of securities representing more
than 50% of the value and voting power of all

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of the outstanding equity securities of Holdings (the "Outstanding Equity
Securities"); provided, however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition by Holdings, (ii) any
acquisition by one or more of the "Investors" (as such term is defined in the
Plan) or any entity directly or indirectly controlling, controlled by, or under
common control with, one or more of the Investors (an "Investor Affiliate"), or
(iii) any acquisition by a corporation pursuant to a merger, consolidation or
other similar transaction (a "Corporate Event") if, as a result of such
Corporate Event, (A) substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Equity Securities
immediately prior to such Corporate Event beneficially own, directly or
indirectly, securities representing more than 50% of the value and voting power
of the then outstanding equity securities of the corporation resulting from such
Corporate Event (including a corporation which, as a result of such transaction,
owns Holdings or all or substantially all of Holdings' assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Event, of the Outstanding Equity
Securities, and (B) no Person other than (1) one or more of the Investors or any
Investor Affiliate, or (2) any corporation resulting from such Corporate Event,
beneficially owns, directly or indirectly, securities representing more than 50%
of the value and voting power of the then outstanding equity securities of the
corporation resulting from such Corporate Event.

(c) Except as specifically provided in this Section 5.06, the
provisions of this Agreement, including, but not limited to, Sections 4.04,
shall not be effected by a termination of Executive's employment following a
Change in Control.

ARTICLE VI

Miscellaneous

6.01. Life Insurance. Executive agrees that the Company or any of its
divisions, subsidiaries or affiliates may apply for and secure and own insurance
on Executive's life (in amounts determined by the Company). Executive agrees to
cooperate fully in the application for and securing of such insurance, including
the submission by Executive to such physical and other examinations, and the
answering of such questions and furnishing of such information by Executive, as
may be required by the carrier(s) of such insurance. Notwithstanding anything to
the contrary contained herein, neither the Company nor any of its divisions,
subsidiaries or affiliates shall be required to obtain any insurance for or on
behalf of Executive, except as provided in Section 3.01(c) of this Agreement.

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6.02. Benefit of Agreement; Assignment; Beneficiary.

(a) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns, including, without limitation, any
corporation or person which may acquire all or substantially all of the
Company's assets or business, or with or into which the Company may be
consolidated or merged. This Agreement shall also inure to the benefit of, and
be enforceable by, Executive and his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.

(b) The Company shall require any successor (whether direct or
indirect, by operation of law, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.

6.03. Notices. Any notice required or permitted hereunder shall be in
writing and shall be sufficiently given if personally delivered or if sent by
telegram or telex or by registered or certified mail, postage prepaid, with
return receipt requested, addressed: (a) in the case of the Company to
Renaissance Reinsurance Ltd., Sofia House, 48 Church Street, Hamilton, Bermuda,
Attention: Board of Directors, or to such other address and/or to the attention
of such other person as the Company shall designate by written notice to
Executive; and (b) in the case of Executive, to James N. Stanard, at the address
shown on the Company's records, or to such other address as Executive shall
designate by written notice to the Company. Any notice given hereunder shall be
deemed to have been given at the time of receipt thereof by the person to whom
such notice is given.

6.04. Entire Agreement; Amendment. This Agreement contains the entire
agreement of the parties hereto with respect to the terms and conditions of
Executive's employment during the Term and supersedes any and all prior
agreements and understandings, whether written or oral, between the parties
hereto with respect to compensation due for services rendered hereunder
including, without limitation, the Prior Agreement. This Agreement may not be
changed or modified except by an instrument in writing signed by both of the
parties hereto.

6.05. Waiver. The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a continuing waiver or as a
consent to or waiver of any subsequent breach hereof.

6.06. Headings. The Article and Section headings herein are for
convenience of reference only, do not constitute a part

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of this Agreement and shall not be deemed to limit or affect any of the
provisions hereof.

6.07. Enforcement. If any action at law or in equity is brought by either
party hereto to enforce or interpret any of the terms of this Agreement, the
prevailing party shall be entitled to reimbursement by the other party of the
reasonable costs and expenses incurred in connection with such action (including
reasonable attorneys' fees), in addition to any other relief to which such party
may be entitled. Executive shall have no right to enforce any of his rights
hereunder by seeking or obtaining injunctive or other equitable relief and
acknowledges that damages are an adequate remedy for any breach by the Company
of this Agreement.

6.08. Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the internal laws of Bermuda without
reference to the principles of conflict of laws.

6.09. Agreement to Take Actions. Each party to this Agreement shall
execute and deliver such documents, certificates, agreements and other
instruments, and shall take such other actions, as may be reasonably necessary
or desirable in order to perform his or its obligations under this Agreement or
to effectuate the purposes hereof.

6.10. No Mitigation; No Offset. Executive shall not be required to
mitigate damages or the amount of any payment provided for under this Agreement
by seeking (and, without limiting the generality of this sentence, no payment
otherwise required under this Agreement shall be reduced on account of) other
employment or otherwise, and payments under this Agreement shall not be subject
to offset in respect of any claims which the Company may have against Executive.

6.11. Attorneys' Fees. Each party to this Agreement will bear its own
expenses in connection with any dispute or legal proceeding between the parties
arising out of the subject matter of this Agreement, including any proceeding to
enforce any right or provision under this Agreement.

6.12. Survivorship. The respective rights and obligations of the parties
under this Agreement shall survive any termination of this Agreement to the
extent necessary to the intended preservation of such rights and obligations.

6.13. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision or provisions of this Agreement, which shall remain in full
force and effect.

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6.14. Other Agreements. Executive represents and warrants to the Company
that to the best of his knowledge, neither the execution and delivery of this
Agreement nor the performance of his duties hereunder violates or will violate
the provisions of any other agreement to which he is a party or by which he is
bound.

6.15. Subsidiaries, etc. (a) The obligations of the Company under this
Agreement may be satisfied by any subsidiary or affiliate of the Company for
which Executive serves as an employee under this Agreement, to the extent such
obligations relate to Executive's employment by such subsidiary or affiliate.

(b) The rights of the Company under this Agreement may be enforced by any
Subsidiary or affiliate of the Company for which Executive serves as an employee
under this Agreement, to the extent such rights relate to Executive's employment
by such subsidiary or affiliate.

6.16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


IN WITNESS WHEREOF, the Company and Executive have duly executed this
Agreement as of the date first above written.

RENAISSANCE REINSURANCE LTD.


By: /s/ John M. Lummis
-------------------------------------
Name: John M. Lummis
Title: Senior Vice President and
Chief Financial Officer


/s/ James N. Stanard
----------------------------------------
James N. Stanard

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