STOCK INCENTIVE PLAN

SECOND AMENDED AND RESTATED
1993 STOCK INCENTIVE PLAN OF
RENAISSANCERE HOLDINGS LTD.

1. Purpose

The purpose of the Second Amended and Restated 1993 Stock
Incentive Plan (the "Plan") of RenaissanceRe Holdings Ltd. (the "Company") is to
provide a means through which the Company and the Subsidiaries, as applicable,
may attract able persons to enter and remain in the employ of the Company and to
provide a means whereby those employees upon whom the responsibilities of the
successful administration and management of the Company rest, and whose present
and potential contributions to the welfare of the Company are of importance, can
acquire and maintain Common Share ownership, thereby strengthening their
commitment to the welfare of the Company and promoting an identity of interest
between the Company's shareholders and such employees. As used herein with
reference to the employment of a Participant, the term "Company" shall include
the Subsidiaries, as applicable.

2. Definitions

The following definitions shall be applicable throughout the Plan.

(a) "Base Shares" means the Base Shares issued under the 1995
Plan.

(b) "Board" means the Board of Directors of the Company.

(c) "Bonus Shares" means the Bonus Shares issued under the 1995
Plan.

(d) "Cause" means the definition of such term in a Participant's
employment agreement, without regard to whether such employment agreement has
expired, or in the absence of such an agreement, (1) a Participant's failure to
substantially perform his duties as an employee of the Company, (2) the engaging
by the Participant in misconduct which is injurious to the Company, monetarily
or otherwise, (3) the commission by the Participant of an act of fraud or
embezzlement against the Company, (4) the conviction of the Participant of a
felony, or (5) a material breach of any Non-Competition Obligation.


(e) "Change in Control" means the sale or other disposition of
more than 90% of the value of all of the Company's outstanding equity securities
to one or more persons other than the Investors, but excluding any transaction
which, in the discretion of the Board, is to be accounted for as a pooling of
interests.

(f) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

(g) "Committee" means the Compensation Committee of the Board.

(h) "Common Shares" means the common shares of the Company, par
value $1.00 per share.

(i) "Disability" means the definition of such term in a
Participant's employment agreement, without regard to whether the term of such
employment agreement has expired, or in the absence of such agreement, the
complete and permanent inability by reason of illness or accident to perform the
duties of the occupation at which a Participant was employed when such
disability commenced, as determined by the Board based upon medical evidence
acceptable to it.

(j) "Fair Market Value" of a Common Share means, as of any date
when the Common Shares are quoted on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") National Market System ("NMS") or
listed on one or more national securities exchanges, the average closing trading
price reported on NASDAQ-NMS or the principal national securities exchange on
which such Common Shares are listed and traded for the five-day period preceding
such date. If the Common Shares are not quoted on NASDAQ-NMS or listed on such
an exchange, or representative quotes are not otherwise available, the Fair
Market Value shall mean the amount determined by the Board to be the fair market
value of the Common Shares based upon a good faith attempt to value the Common
Shares accurately.

(k) "Investors" shall have the meaning given such term in the
Shareholders Agreement.

(l) "ISO" means an "incentive stock option" within the meaning of
Section 422 of the Code.

(m) "Non-Competition Obligation" means the definition of such
term in a Participant's employment agreement, without regard to whether such
employment agreement has expired, or in the absence of such an agreement, the
obligation of each Participant, in consideration of the receipt of awards
hereunder, for the one year period commencing on the termination of such
Participant's employment, not to directly or indirectly, whether as an employee
consultant, independent contractor,

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partner, joint venturer or otherwise, (A) 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
its Subsidiary at the time of such termination; (B) on behalf of any person or
entity engaged in business activities competitive with the business activities
of the Company or its Subsidiary, solicit or induce, or in any manner attempt to
solicit or induce, any person employed by, or as agent of, the Company or its
Subsidiary to terminate such person's contract of employment or agency, as the
case may be, with the Company or its Subsidiary, or (C) divert, or attempt to
divert, any person, concern, or entity from doing business with the Company or
its Subsidiary, or attempt to induce any such person, concern or entity to cease
being a customer or supplier of the Company or its Subsidiary.

(n) "NQSO" means an Option which is not an ISO.

(o) "Option" means an option to purchase Common Shares, which may
be either an ISO or a NQSO.

(p) "Participant" means an employee of the Company who has been
granted awards pursuant to the Plan.

(q) "Plan" means the Second Amended and Restated 1993 Stock
Incentive Plan of RenaissanceRe Holding Ltd.

(r) "1995 Plan" means the Amended and Restated 1993 Stock
Incentive Plan of RenaissanceRe Holdings Ltd., effective as of March 26, 1995.

(s) "Reload Options" shall mean Options granted pursuant to
Section 7(d) hereof.

(t) "Restricted Stock" means Common Shares subject to such
restrictions as may be prescribed by the Committee.

(u) "Shareholders Agreement" means that certain amended and
restated shareholders agreement dated as of the 23rd day of December, 1996,
among the Investors.

(v) "Subsidiary" means any "subsidiary corporation" of the
Company within the meaning of Section 424(f) of the Code.

(w) "Without Cause" means the definition of such term in a
Participant's employment agreement, without regard to whether such employment
agreement has expired, or in the absence of such an agreement, any termination
by the Company for reasons other than Cause or Disability.

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3. Restatement of Plan; Effective Date, Duration, Shares Reserved

(a) The Plan is an amendment and restatement of the 1995 Plan,
and shall be effective on the date of its adoption by the Board, subject to
approval by the shareholders of the Company. In the event the Plan is so
approved, it shall continue in effect for a period of ten years from such date,
after which no awards may be granted, provided that the expiration of the Plan
shall not affect the obligations of the Company and Participants with respect to
outstanding awards.

(b) Subject to adjustments pursuant to the provisions of Section
10 hereof, the maximum number of Common Shares which may be issued or sold
hereunder shall not exceed 4,000,000, inclusive of shares issued or sold
pursuant to awards granted under the 1995 Plan. Such shares may be either
authorized but unissued shares; provided, however, that shares with respect to
which an Option has been exercised, or as to which Base Shares, Bonus Shares or
Restricted Stock have vested, shall not again be available for issuance
hereunder. If outstanding Options granted hereunder shall terminate or expire
for any reason without being wholly exercised, or if Base Shares, Bonus Shares
or Restricted Stock are forfeited, the Common Shares allocable to the
unexercised portion of such Options or the forfeited Base Shares, Bonus Shares
or Restricted Stock will again be available for issuance under the Plan. The
number of Common Shares available for issuance shall be increased by the number
of shares tendered to or withheld by the Company in connection with the payment
of the purchase price or tax withholding obligations relating to any award
hereunder. The preceding sentence notwithstanding, the maximum number of shares
for which ISOs may be granted under the Plan shall not exceed 4,000,000, and the
maximum number of shares for which Options may be granted to any single
Participant shall not exceed 4,000,000.

4. Administration

The Committee shall administer the Plan. Subject to the
provisions of the Plan, the Committee shall have exclusive power to:

(a) Select the Participants in the Plan;

(b) Determine the number of Options or other awards to be granted
to each Participant;

(c) Determine the time or times when Options or other awards will
be granted;

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(d) Determine the terms of each award, including whether an
Option will be an ISO or an NQSO and the terms for payment of the exercise
price; and

(e) Prescribe the form or forms of agreements evidencing Options
and other awards.

Subject to the provisions of the Plan and the terms of any
employment agreement entered into with a Participant which relate to the Plan,
the Committee shall have the authority to interpret the Plan, to establish,
adopt, or revise such rules and regulations and to make all such determinations
relating to the Plan as it may deem necessary or advisable for the
administration of the Plan.

5. Eligibility

Participants shall be limited to officers and employees of the
Company who have received written notification from the Committee, or from a
person designated by the Committee, that they have been selected to receive
awards under the Plan.

6. Terms of Outstanding Base Shares, Bonus Shares and Options Unchanged

The adoption of the Plan shall not affect the terms and
conditions applicable to outstanding Base Shares, Bonus Shares and Options.

7. Terms of Options; Other Awards

(a) General. Options may be granted under the Plan from time to
time as determined by the Committee. Subject to the provisions of the Plan, the
Committee will determine the terms of Options to be granted. Options may be
granted at a price below, equal to or above Fair Market Value, as determined by
the Committee in its sole discretion. All Options granted under the Plan will
have a maximum term of ten years from the date of grant, subject to earlier
termination as provided in the Plan or in a Participant's Option agreement.

(b) Pool A Options. Under the 1995 Plan, the Company granted
Options for an aggregate of 675,000 Common Shares ("Pool A Options") to
Participants.

(c) Pool B Options. The Company has granted Options ("Pool B
Options") for an aggregate of [303,300] Common Shares.

(d) Reload Options. (i) Reload Options may be granted from time
to time by the Committee, in its sole discretion, in the event a Participant,
while employed by the Company, exercises an Option by the delivery of Common

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Shares which have been held by the Participant for a period of at least six
months, or in the event a Participant's tax withholding obligations upon
exercise of Options are satisfied by the Company withholding Common Shares with
an aggregate Fair Market Value equal to the minimum tax withholding amount due
thereon, as provided in Section 9(c)(ii) hereof. Such Reload Options shall
entitle the Participant to purchase that number of Common Shares equal to the
number of Common Shares so delivered to, or withheld by, the Company, provided
that the total number of shares covered by Reload Options shall not exceed the
number of shares subject to the original Option grant.

(ii) The price per share of Reload Options shall be the Fair
Market Value Per Share on the date such Reload Option is granted. The duration
of such Reload Option shall not extend beyond ten years from the date of grant
of the underlying award to which the grant of the Reload Option relates. Reload
Options shall be fully vested and exercisable on the date of grant. Other
specific terms and conditions applicable to Reload Options granted under the
Plan shall be determined by the Committee.

(e) Special Provisions Applicable to ISOs. The following special
provisions shall be applicable to ISOs granted under the Plan.

(i) No ISOs shall be granted under the Plan after ten years from
the earlier of (1) the date the Plan is adopted by the Board, or (2) the date
the Plan is approved by the Company's shareholders.

(ii) ISOs may not be granted to a person who owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company, any of its Subsidiaries, or any "parent corporation" of
the Company within the meaning of Section 424(e) of the Code.

(iii) If the aggregate fair market value of the Common Shares
with respect to which ISOs are exercisable for the first time by any Participant
during a calendar year (under all plans of the Company and its parent
corporations and Subsidiaries) exceeds $100,000, such ISOs shall be treated, to
the extent of such excess, as NQSOs. For purposes of the preceding sentence, the
fair market value of the Common Shares shall be based on the Fair Market Value
per share, determined at the time the ISOs covering such shares were granted.

(iv) The exercise price per Common Share of an ISO may not be
less than the Fair Market Value Per Share on the date the ISO is granted.

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(f) Other Awards. The Committee may grant other forms of
share-based awards, including without limitation Restricted Stock, on such terms
as it shall establish in its sole discretion.

8. Termination of Employment

Except to the extent specifically provided otherwise in a
Participant's award agreement, the following provisions shall apply to Base
Shares, Bonus Shares and Options upon a Participant's termination of employment
with the Company.

(a) In General. In the event a Participant's employment with the
Company is terminated for any reason other than his or her death or Disability,
all Base Shares, Bonus Shares, Restricted Stock and Options which have not
vested as of the date of such termination shall be immediately forfeited. The
Participant shall have a period of up to 30 days within which to exercise any
Options which were vested as of the date of termination, and such vested Options
shall lapse and be cancelled to the extent not so exercised.

(b) Death or Disability. In the event a Participant's employment
with the Company is terminated by reason of his or her death or Disability or if
such Participant shall die or become disabled within 30 days of his or her
involuntary termination of employment other than for Cause, all Base Shares,
Bonus Shares, Restricted Stock and Options which have not vested as of the date
of such termination shall become immediately vested. Such Participant (or such
Participant's estate) shall have up to one year after such termination to
exercise vested Options.

9. General

(a) Privileges of share ownership. (i) Except as otherwise
specifically provided in the Plan, no person shall be entitled to the privileges
of share ownership in respect of Common Shares which are subject to Options
until such shares have been issued to that person upon exercise of an Option
according to its terms. Except as otherwise provided in the Plan, holders of
Base Shares, Bonus Shares and Restricted Stock will be entitled to the
privileges of share ownership in respect of such shares, including the right to
vote and receive dividends, whether or not such shares are vested.

(ii) The Committee may, at its discretion, approve cash payments
to Participants on certain Options. Participants who hold any such Options as of
the date immediately following the record date for a dividend declared in
respect of the Common Shares shall receive a cash payment with respect to such
Options equal to the

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product of (A) the per share dollar amount of the dividend so declared and (B)
the number of Common Shares issuable upon exercise of such Options as of the
date immediately following such record date. Such amounts shall generally be
paid at the time dividends are paid and shall not be contingent upon the
exercise of such Options.

(b) Government and other regulations. The obligations of the
Company under the Plan shall be subject to all applicable laws, rules,
regulations and other governmental requirements; it being understood, however,
that the Company shall take all reasonable actions as may be required to ensure
that the benefits intended to be conferred on the Participants hereunder shall
not be reduced to any material extent by any unanticipated governmental
requirements.

(c) Tax withholding. The Company shall have the right to deduct
from any payment to a Participant pursuant to the Plan any federal, state or
local income or other taxes required by law to be withheld in respect thereof.
It shall be a condition to the obligation of the Company to issue Common Shares
to a Participant upon the exercise of an Option by such Participant that such
Participant (or any beneficiary or person entitled to exercise such Option) pay
to the Company, upon demand, such amount as may be requested by the Company for
the purpose of satisfying any liability to withhold federal, state or local
income or other taxes. In the event any such amount so requested is not paid,
the Company may refuse to issue Common Shares to such Participant upon the
exercise by such Participant of Options. Unless the Committee shall in its sole
discretion determine otherwise, payment for taxes required to be withheld may be
made in whole or in part by an election by a Participant, in accordance with
such rules as may be adopted by the Committee from time to time, (i) to have the
Company withhold Common Shares otherwise issuable upon exercise of Options
having a Fair Market Value equal to such tax withholding liability and/or (ii)
to tender to the Company Common Shares held by such Participant for at least six
months prior to the date of such tender and having a Fair Market Value equal to
such tax withholding liability.

(d) Payment of Exercise Price. The exercise price of Options may
be paid in cash or by such other means as may be approved by the Committee in
its discretion; provided that any right to such pay exercise price by tendering
Common Shares shall be limited to shares which have been held by the Participant
for at least six months. In the event the Committee shall provide that the
exercise price of an Option may be paid by delivery of shares of Restricted
Stock, and the exercise price is so paid by the Participant, the Participant
shall receive, in connection with such exercise, an equal number of shares of
Restricted Stock having the same restrictions and any remaining Common

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Shares issued upon such exercise shall have such restrictions, if any, as are
set forth in such Participant's option agreement with the Company.

(e) Claim to Base Shares, and Bonus Shares and Options;
employment rights. No employee or other person shall have any claim or right to
be granted Base Shares, Bonus Shares or Options under the Plan nor, having been
selected for the grant of Base Shares, Bonus Shares or Options, to be selected
for additional grants. Neither this Plan nor any action taken hereunder shall be
construed as giving any Participant any right to be retained in the employ of
the Company.

(f) Agreements. Each Participant to whom Options are granted
under the Plan shall be required to enter into a written agreement authorized by
the Board in respect of such grant. The Board may, in any such agreement,
prescribe terms and conditions governing the grant.

(g) Payments to persons other than Participants. If the Board
shall find that any person to whom any amount is payable under the Plan is
unable to care for his affairs because of illness or accident, or is a minor, or
has died, then any payment due to such person or his estate (unless a prior
claim therefor has been made by a duly appointed legal representative), may, if
the Board so directs, be paid to his spouse, child, relative, an institution
maintaining or having custody of such person, or any other person deemed by the
Board to be a proper recipient on behalf of such person otherwise entitled to
payment. Any such payment shall be a complete discharge of the liability of the
Board and the Company therefor.

(h) Governing law. The Plan shall be governed by and construed in
accordance with the internal laws of Bermuda without reference to the principles
of conflicts of law thereof.

(i) Funding. No provision of the Plan shall require the Company
for the purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are made
or otherwise to segregate any assets, nor shall the Company maintain separate
bank accounts, books, records or other evidence of the existence of a segregated
or separately maintained or administered fund for such purposes. Participants
shall have no rights under the Plan other than as unsecured general creditors of
the Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.

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(j) Nontransferability. Options granted under the Plan, and all
unvested Base Shares and Bonus Shares, may not be sold, assigned, donated, or
transferred or otherwise disposed of, mortgaged, pledged or encumbered except,
in the event of a Participant's death, by will or the laws of descent and
distribution. During a Participant's lifetime, Options granted under the Plan
may be exercised only by the Participant.

(k) Restrictive Legends. The certificates evidencing Common
Shares issued under the Plan shall bear such restrictive legends as the
Committee deems necessary to reflect transfer restrictions applicable thereto.

(l) Relationship to other benefits. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company
except as otherwise specifically provided.

(m) Expenses. The expenses of administering the Plan shall be
borne by the Company and its Subsidiaries, as applicable.

(n) Titles and headings. The titles and headings of the sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings shall
control.

(o) Tax Liabilities. The Company will provide Participants with
reasonable financing arrangements with respect to compensation income tax
liabilities associated with the receipt or vesting of the Base Shares and Bonus
Shares.

10. Changes in Capital Structure

Base Shares, Bonus Shares, Options and other awards under the
Plan shall be subject to adjustment or substitution, as determined by the Board
in its reasonable discretion, as to the number, price or kind of shares or other
consideration subject to such Base Shares, Bonus Shares, Options and such other
awards or as otherwise determined by the Board to be equitable (i) in the event
of changes in the outstanding Common Shares or in the capital structure of the
Company, by reason of share dividends, share splits, recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges, or other
relevant changes in capitalization occurring after the date of grant of any such
Base Shares, Bonus Shares, Options and such other awards or (ii) in the event of
any change in applicable laws or any change in circumstances which results in or
would result in any substantial dilution or enlargement of the rights granted
to, or available for, Participants in the Plan, or which otherwise warrants

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equitable adjustment because it interferes with the intended operation of the
Plan. In addition, in the event of any such adjustments, exchanges or
substitution, the aggregate number of Common Shares available under the Plan
shall be appropriately adjusted, as determined by the Board in its reasonable
discretion.

11. Effect of Change in Control

In the event of a Change in Control, notwithstanding any vesting
schedule provided for hereunder, all outstanding Base Shares, Bonus Shares and
Options, shall automatically vest and such Options shall be deemed exercised and
in exchange therefor Participants shall be paid a cash amount based on the
difference between (1) the price per share paid for the Common Shares in
connection with such Change in Control, and (2) the exercise price per share
(which in the case of Base Shares and Bonus Shares shall be zero).

12. Nonexclusivity of the Plan

The adoption of this Plan by the Board shall not be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.

13. Amendments and Termination

The Board may at any time terminate the Plan. With the express
written consent of an individual Participant, the Board may cancel or reduce or
otherwise alter outstanding Base Shares, Bonus Shares and Options. The Board
may, at any time, or from time to time, amend or suspend and, if suspended,
reinstate, the Plan in whole or in part. Notwithstanding anything herein which
could be deemed to be to the contrary, the Board may not take any action,
including any amendment or termination of the Plan, which shall impair to any
material extent the rights of a Participant in respect of Base Shares, Bonus
Shares, Options and other awards pursuant to the Plan previously granted to a
Participant without the written consent of such Participant. Except as provided
in Section 10, the Board may not, without approval of the shareholders of the
Company, increase the aggregate number of Common Shares issuable under the Plan.

15. Non-Competition Obligations

Each Participant, as condition of, and in consideration of, the
granting of any Base Share, Bonus

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Share or Option, shall expressly agree to be bound by a Non-Competition
Obligation.

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