AMENDED/RESTATED NON-EMPLOYEE DIRECTOR STOCK PLAN

AMENDED AND RESTATED
RENAISSANCERE HOLDINGS LTD.
NON-EMPLOYEE DIRECTOR STOCK PLAN
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SECTION 1. PURPOSE. RenaissanceRe Holdings Ltd., a Bermuda
company (the "Company"), hereby adopts the Amended and Restated RenaissanceRe
Holdings Ltd. Non-Employee Director Stock Plan (the "Plan"), subject to the
approval of the Company's shareholders. The purpose of the Plan is to provide an
incentive to the Participants (defined below) (i) to join and remain in the
service of the Company, (ii) to maintain and enhance the long-term performance
and profitability of the Company and (iii) to acquire a financial interest in
the success of the Company. The Plan shall become effective upon the date of its
approval by the requisite vote of the Company's shareholders (the "Effective
Date").

SECTION 2. ELIGIBILITY. Members of the Company's Board of
Directors (the "Board") who are not employees of (i) the Company, (ii) any of
the Investors (as defined below), or (iii) any of their respective affiliates,
will be granted awards pursuant to the provisions of the Plan (a "Participant or
Participants"). The "Investors" shall mean and include each of (i) Warburg,
Pincus Investors, L.P., (ii) PT Investments, Inc., (iii) GE Private Placement
Partners I-Insurance, Limited Partnership and (iv) United States Fidelity and
Guaranty Company. For purposes of the Plan, an "Affiliate" of an entity shall
mean any entity directly or indirectly controlling, controlled by, or




under common control with such entity. Any Participant who terminates service as
a director of the Company shall automatically cease participation in the Plan as
of the date of his or her termination.

SECTION 3. ADMINISTRATION.

3.1 The Board. The Plan shall be administered by the Board.

3.2 Board Authority. The Board shall have the authority to:
(i) exercise all of the powers granted to it under the Plan, (ii) construe,
interpret and implement the Plan, (iii) prescribe, amend and rescind rules and
regulations relating to the Plan, (iv) make all determinations necessary in
administering the Plan and (v) correct any defect, supply any omission, and
reconcile any inconsistency in the Plan.

3.3 Binding Determinations. The determination of the Board on
all matters within its authority relating to the Plan shall be conclusive.

3.4 No Liability. No member of the Board shall be liable for
any action or determination made in good faith with respect to the Plan or any
award hereunder.

SECTION 4. SHARES SUBJECT TO PLAN

4.1 Shares. Awards under the Plan shall be for Common Shares,
$1.00 par value, of the Company and any other shares into which such shares
shall thereafter be changed by reason of merger, reorganization,
recapitalization, consolidation, split-up,


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combination of shares, or similar event as set forth in and in accordance with
this Section 4 (the "Shares").

4.2 Shares Available for Awards. Subject to Section 4.3
(relating to adjustments upon changes in the Company's capitalization), as of
any date the total number of Shares with respect to which awards may be granted
under the Plan shall be equal to the excess (if any) of (i) 200,000 Shares, over
(ii) the sum of (A) the number of Shares subject to outstanding awards granted
under the Plan, and (B) the number of Shares previously transferred pursuant to
awards granted under the Plan. In accordance with (and without limitation upon)
the preceding sentence, Shares covered by awards granted under the Plan which
expire or terminate for any reason whatsoever shall again become available for
awards under the Plan. In addition, any shares which are tendered to or withheld
by the Company in connection with the exercise of Options or the payment of
withholding taxes shall again become available for awards under the Plan. Shares
granted under the Plan shall be authorized and unissued common shares of the
Company.

4.3 Adjustments upon Certain Changes. In the event of any
merger, reorganization, recapitalization, consolidation, sale or other
distribution of substantially all of the assets of the Company, any stock
dividend, stock split, spin-off, split-up, distribution of cash, securities or
other property by the Company, or other change in the Company's corporate
structure affecting the Shares, then the Board shall substitute or adjust as it
determines to be equitable in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be


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awarded under the Plan: (i) the aggregate number of Shares reserved for issuance
under the Plan, (ii) the number of Shares subject to outstanding awards and
(iii) the amount to be paid by Participants or the Company, as the case may be,
with respect to any outstanding awards.

SECTION 5. AWARDS UNDER THE PLAN. Each Participant shall
automatically be granted non-discretionary awards under the Plan in the form of
(i) "Director Shares" and (ii) "Options" (as such terms are defined below).

SECTION 6. DIRECTOR SHARES

6.1 Awards. Each Participant who, as of the date of each
annual general meeting of the Company's shareholders, shall continue to serve as
a director of the Company after the date of such annual general meeting shall
automatically be granted an award of Director Shares in such number as shall be
determined by the Board. The Board may also grant Director Shares to
Participants from time to time, in such number as it shall determine in its
discretion.

6.2 Vesting. Director Shares shall either be fully (100%)
vested on the grant date or subject to such vesting restrictions as may be
established by the Board.

6.3 Shareholder Rights. A Participant shall have the right to
receive dividends and other rights of a shareholder with respect to awards of
Director Shares.


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6.4 Transferability. Director Shares shall be non-transferable
during any period after the grant date that such Shares are subject to vesting
restrictions, but shall otherwise be transferable by the Participant, subject to
any applicable securities law restrictions.

SECTION 7. OPTIONS.

7.1 Awards. As of the date that a Participant first becomes a
member of the Board (or such later date as the Board may establish in its
discretion), such Participant shall automatically be granted an option to
purchase 6,000 Shares (each, an "Option") at a price per Share equal to the Fair
Market Value of a Share on the date of grant or as otherwise determined by the
Board. Thereafter, as of each subsequent annual general meeting of shareholders,
such Participant (so long as he continues to serve as a director of the Company
after the date of such subsequent annual general meeting) shall automatically be
granted an Option to purchase 2,000 Shares, at a price per Share equal to the
Fair Market Value of a Share on the date of grant. The Board may also grant
Options to Participants from time-to-time, at such per Share price and in such
number as it shall determine in its discretion.

7.2 Vesting. All Options granted under the Plan shall either
be fully (100%) vested on the date of grant or subject to such vesting
restrictions as may be established by the Board.


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7.3 Option Term. Options granted under the Plan shall be
exercisable for a maximum period of 10 years from the date of grant, subject to
earlier termination as provided by the Board at the time of grant.

7.4 Share Certificates; Transferability. Share certificates
representing the Shares covered by Options awarded to a Participant shall be
registered in the Participant's name. Options may not be sold, transferred,
assigned, pledged or otherwise encumbered by the Participant other than by will
or the laws of descent and distribution. At the time a Participant's Options are
exercised, a certificate for Shares covered by the Options shall be registered
in the Participant's name and delivered to the Participant (or to such
Participant's legal representative or designated beneficiary in the event of the
Participant's death).

7.5 Shareholder Rights. The Participant shall have no rights
as a shareholder of Shares covered by Options until the time such Options are
exercised and certificates for Shares covered by such Options are registered in
the Participant's name as provided in Section 7.4.

7.6 Exercise of Options. Options granted under the Plan may be
exercised by written notice to the Company in such form as the Board may
designate, accompanied by full payment of the exercise price therefor. The
exercise price may be paid (i) in cash or cash equivalents, (ii) by tendering
previously owned


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Shares with a Fair Market Value equal to the exercise price, (iii) pursuant to
brokerage arrangements approved by the Board providing for simultaneous
exercising of Options and sale of Shares, and (iv) by any combination of such
methods. The Board may require that Participants enter into written Option
Agreements with the Company setting forth the terms of Option grants.

SECTION 8. WITHHOLDING TAXES; RIGHT TO OFFSET. The Company
shall be entitled to require as a condition of delivery of any Shares to a
Participant hereunder that the Participant remit an amount sufficient to satisfy
all foreign, federal, state, local and other governmental withholding tax
requirements related thereto (if any) and any or all indebtedness or other
obligation of the Participant to the Company or any of its subsidiaries.

SECTION 9. PLAN AMENDMENTS AND TERMINATION. The Board may
suspend or terminate the Plan at any time and may amend it at any time and from
time to time, in whole or in part, provided, that the Board may not, without
approval of the Company's shareholders, materially increase the maximum number
of Shares which may be issued under the Plan. No termination, modification or
amendment of the Plan may adversely affect the rights conferred by outstanding
Options or Director Shares without the written consent of the affected
Participant. Unless terminated earlier, the Plan will terminate on the tenth
anniversary of the


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Effective Date and no additional awards may be granted under the Plan after such
tenth anniversary.

SECTION 10. MISCELLANEOUS.

10.1 Listing, Registration and Legal Compliance. If the Board
shall at any time determine that any Consent (as hereinafter defined) is
necessary or desirable as a condition of, or in connection with, the granting of
any award under the Plan, the issuance or purchase of Shares or other rights
hereunder or the taking of any other action hereunder (each such action being
hereinafter referred to as a "Plan Action"), then such Plan Action shall not be
taken, in whole or in part, unless and until such Consent shall have been
effected or obtained to the full satisfaction of the Board. Without limiting the
generality of the foregoing, in the event that (i) the Company shall be entitled
under the Plan to make any payment in cash, Shares or both, and (ii) the Board
shall determine that a Consent is necessary or desirable as a condition of, or
in connection with, payment in any one or more of such forms, then the Board
shall be entitled to determine not to make any payment whatsoever until such
Consent shall have been obtained in the manner aforesaid. The term "Consent" as
used herein with respect to any Plan Action means (i) the listings,
registrations or qualifications in respect thereof upon any securities exchange
or under any foreign, federal, state or local law, rule or regulation, (ii) any
and all consents, clearances and approvals in respect of a


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Plan Action by any governmental or other regulatory body, or (iii) any and all
written agreements and representations by a Participant with respect to the
disposition of Shares or with respect to any other matter, which the Board shall
deem necessary or desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption from the requirement
that any such listing, qualification or registration be made.

10.2 Right of Discharge Reserved. Nothing in the Plan shall
confer upon any Participant the right to serve as a director of the Company or
affect any right that the Company or any Participant may have to terminate the
Participant's service as a director.

10.3 Fair Market Value. For purposes of the Plan, as of any
date when the Shares are listed on the NASDAQ National Market system
("NASDAQ-NMS") or listed on one or more national securities exchanges, the "Fair
Market Value" of the Shares as of any date shall be deemed to be the mean
between the high and low sale prices of the Shares reported on the NASDAQ-NMS or
the principal national securities exchange on which the Shares are listed and
traded on the immediately preceding business date, or, if there is no such sale
on that date, then on the last preceding date on which such a sale was reported.
If the Shares are not listed on the NASDAQ-NMS or listed on an exchange, the
"Fair Market Value" of the Shares shall mean the amount determined by


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the Board to be the fair market value based upon a good faith attempt to value
the Shares accurately.

SECTION 11. GOVERNING LAW. The Plan is deemed adopted, made
and delivered in Bermuda and shall be governed by the laws of Bermuda without
reference to principles of conflicts of laws.

SECTION 12. NOTICES. All notices and other communications
hereunder shall be given in writing, shall be personally delivered against
receipt or sent by registered or certified mail, return receipt requested, shall
be deemed given on the date of delivery or of mailing, and if mailed, shall be
addressed (a) to the Company, at its principal corporate headquarters, Attn:
Chief Financial Officer, and (b) to a Participant, at the Participant's
principal residential address last furnished to the Company. Either party may,
by notice, change the address to which notice to such party is to be given.

SECTION 13. SECTION HEADINGS. The Section headings contained
herein are for the purposes of convenience only and are not intended to define
or limit the contents of said Sections.


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