AMENDED & RESTATED SHAREHOLDERS AGREEMENT.

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

This Amended and Restated Shareholders Agreement, dated as of
this 23 day of March 1998, is entered into by and among RenaissanceRe Holdings
Ltd., a company organized under the laws of Bermuda (the "Company"), Warburg,
Pincus Investors, L.P., a Delaware limited partnership ("Warburg"), PT
Investments, Inc., a Delaware corporation ("PT Investments"), GE Investment
Private Placement Partners I-Insurance, Limited Partnership, a Delaware limited
partnership ("Insurance L.P."), and United States Fidelity and Guaranty Company,
a Maryland corporation ("USF&G") (Warburg, Insurance L.P., PT Investments and
USF&G are referred to herein as the "Institutional Investors").

R E C I T A L S

WHEREAS, in an effort to reduce the Company's related person
insurance income exposure and to mitigate the effects of subpart F income on
certain direct and indirect holders of common shares, par value $1.00 per share
(the "Full Voting Common Shares"), of the Company, the Board of Directors of the
Company (the "Board") deemed it advisable and in the best interests of the
Company and its shareholders to consummate the Recapitalization (as defined
below);

WHEREAS, PT Investments is a wholly owned subsidiary of Trustees
of General Electric Pension Trust ("GE Pension Trust") and the partners of GE
Investment Private Placement Partners I, Limited Partnership ("GE Investment")
(other than GE Pension Trust) are also the partners of Insurance L.P.;

WHEREAS, the Board has authorized the creation by redesignation
of the authorized share capital of the Company of two new series of capital
shares of the Company (the "Recapitalization") consisting of (i) 16,789,776
shares of Diluted Voting Class I Common Shares, par value $1.00 per share (the
"Diluted Voting I Shares"), and 1,639,641 shares of Diluted Voting Class II
Common Shares, par value $1.00 per share (the "Diluted Voting II Shares" and
together with the Diluted Voting I Shares, the "Diluted Voting Shares") (the
Diluted Voting Shares together with the Full Voting Common Shares are referred
to herein as the "Common Shares") issuable in exchange for an equal number of
Full Voting Common Shares held by certain shareholders of the Company on a
one-for-one basis, subject to approval of the Board;

WHEREAS, each holder of Diluted Voting I Shares is 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 the Common Shares owned directly, indirectly or
constructively by a holder of Diluted Voting Shares within the meaning of
Section 958 of the Internal Revenue Code of 1986, as amended, and


applicable rules and regulations thereunder (the "Controlled Common Shares");

WHEREAS, each holder of Diluted Voting II Shares is entitled to
one-third of a vote for each Diluted Voting II Share; provided that in no event
shall a holder of Diluted Voting II 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 the Controlled Common Shares;

WHEREAS, at a Special General Meeting of Shareholders of the
Company (the "Special Meeting") held on December 23, 1996, the shareholders of
the Company approved the amendment to the Bye-Laws setting forth (i) the terms,
rights and preferences of the Diluted Voting Shares and (ii) certain corporate
governance changes;

WHEREAS, following the Special Meeting (i) GE Pension Trust
exchanged all of its Full Voting Common Shares for 2,826,650 Diluted Voting I
Shares and contributed such shares to PT Investments and (ii) GE Investment
exchanged all of its Full Voting Common Shares for (x) 1,372,541 Diluted Voting
I Shares and contributed such shares to PT Investments and (y) 1,454,109 Diluted
Voting II Shares and contributed such shares to Insurance L.P.; and

WHEREAS, each of Warburg and USF&G has the right at any time in
the future to exchange all or a portion of their respective Full Voting Common
Shares for an equal number of Diluted Voting I Shares upon two days written
notice to the Company and without further requisite action on the part of the
Board.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:

1. COVENANTS OF THE PARTIES

(a) Election of Directors. The Board on the date hereof consists
of Arthur S. Bahr, Thomas A. Cooper, Edmund B. Greene, Dan L. Hale, Gerald L.
Igou, Kewsong Lee, Scott E. Pardee, Howard H. Newman, James N. Stanard, John C.
Sweeney and David A. Tanner. Each Institutional Investor agrees to take all
action within its respective powers, including but not limited to the voting of
capital shares of the Company, and the Company agrees to use its reasonable best
efforts, required to have at all times (i) three Board members designated by
Warburg (the "Warburg Directors"), (ii) one Board member designated by PT
Investments (the "PT Investments Director"), (iii) one Board member designated
by Insurance L.P. (the "Insurance L.P. Director"), (iv) one Board member
designated by USF&G (the "USF&G Director") and (v) James N. Stanard (so long as
he is the


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Company's Chief Executive Officer). The Warburg Directors currently serving on
the Board are Messrs. Lee and Newman. The PT Investments Director currently
serving on the Board is Mr. Igou. The Insurance L.P. Director currently serving
on the board is Mr. Greene. The USF&G Director currently serving on the Board is
Mr. Hale. The number of directors serving on the Board shall be fixed at eleven;
provided, that a majority of the members of the Board may, at its discretion,
expand the size of the Board to 12 directors and fill any additional position so
created.

(b) Appointment of Board Committees.

(i) The Board has established Compensation, Investment and
Audit Committees. For so long as Warburg, PT Investments or USF&G, as
the case may be, is entitled to elect at least one Director to the
Board, subject to the provisions of Section 1(d) below, Warburg, PT
Investments and USF&G shall cause the Board to appoint one Warburg
Director, the PT Investments Director and the USF&G Director to the
Compensation Committee. The Compensation Committee presently consists of
Messrs. Bahr, Cooper, Hale and Newman. The Audit Committee presently
consists of Messrs. Bahr, Cooper, Lee, Hale and Pardee. Notwithstanding
the foregoing, should it be the case that, pursuant to Section 1(d)
below, PT Investments shall not have the right under this Agreement to
nominate a director to the Board but Insurance L.P. shall have the right
under this Agreement to nominate a director to the Board, the rights
ascribed to PT Investments under this paragraph shall be ascribed to
Insurance L.P.

(ii) Notwithstanding anything to the contrary set forth in
Section 1(b)(i) above, the Board shall have the right, at any time from
the date hereof, to adjust the composition of the Committees set forth
in Section 1(b)(1) above, upon ten days' written notice (an "Adjustment
Notice") to each party hereto, provided, that no party shall be deemed
to have consented to the matters set forth in an Adjustment Notice
unless an authorized officer of such party shall have provided a written
response consenting to such matters or a designee of such party to the
Board shall have voted in favor of such matters at a meeting of the
Board.

(iii) Notwithstanding anything to the contrary set forth
in this Section 1(b), the composition of the committees of the Board
shall at all times comply with the provisions of applicable laws and the
rules of any national securities exchange or similar organization to
which the Company is subject.

(c) Replacement Directors. In the event that any director (a
"Withdrawing Director") designated in the manner set forth in Section 1(a)
hereof is unable to serve, or once having commenced to serve, is removed or
withdraws from the Board, such


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Withdrawing Director's replacement (the "Substitute Director") shall be
designated by the Institutional Investor(s) that designated such Withdrawing
Director; provided, however, that this provision shall not apply to vacancies on
the Board due to resignations pursuant to clauses (i), (ii) or (v) of Section
1(b) hereof. In the event any one of Warburg, PT Investments, Insurance L.P. or
USF&G desires to remove any director nominated by such party, with or without
cause, then each Institutional Investor agrees to take all action within its
respective power, including but not limited to the voting of Full Voting Common
Shares, Diluted Voting I Shares and/or Diluted Voting II Shares, as applicable,
of the Company, to cause the removal of such director and the election of any
Substitute Director promptly following his or her nomination pursuant to this
Section 1(b).

(d) Number of Directors; Termination; Rights Non-Transferable.

(i) At such time as Warburg Owns less than 3,706,144
Common Shares, but at least 1,853,073 Common Shares, then the number of
directors that Warburg shall be entitled to nominate shall be reduced to
two and, in the event that there are more than two Warburg Directors
serving on the Board at such time, then Warburg shall cause one of its
directors to resign.

(ii) At such time as Warburg Owns less than 1,853,073
Common Shares, but at least 741,229 Common Shares, then the number of
directors that Warburg shall be entitled to nominate shall be reduced to
one and, in the event that there is more than one Warburg Director
serving on the Board at such time, then Warburg shall cause one or more
of its directors to resign.

(iii) Except as provided in the immediately following
clause (iv), at such time as PT Investments and Insurance L.P. 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
Insurance L.P. shall have the right to nominate one director. For so
long as Insurance L.P. Owns any Common Shares, it shall have the right
to nominate one director.

(iv) At such time as Insurance L.P. shall Own no Common
Shares and PT Investments shall own at least 741,229 Common Shares,
Insurance L.P. shall not have the right to nominate a director and PT
Investments shall have the right to nominate one director.

(v) At such time as any one of Warburg, PT Investments or
USF&G, respectively, Owns less than 741,229 Common Shares, then such
party shall no longer be entitled to nominate any director to the Board
and, in the event that there are any Warburg Directors or any PT
Investments


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Director or USF&G Director serving on the Board at such time, then
Warburg, PT Investments or USF&G, as the case may be, shall cause such
director(s) to resign.

(vi) Any Institutional Investor may, by written notice to
each other Institutional Investor, terminate its rights and obligations
under this Agreement and cease to be a party to this Agreement for all
purposes (a) at such time as such Institutional Investor Owns less than
741,229 Common Shares, (b) in the case of Warburg or USF&G only, if
Warburg or USF&G, as the case may be, ceases to Own at least 10% of the
total number of Common Shares outstanding on the date of such notice,
and (c) in the case of PT Investments and Insurance L.P. only, if PT
Investments and Insurance L.P. cease to Own, collectively, at least 10%
of the total number of Common Shares outstanding on the date of such
notice.

(vii) The rights of Warburg, PT Investments, Insurance
L.P. and USF&G under this Agreement are not transferable, whether by
sale of capital stock or otherwise, to any Person or entity other than
an Affiliate of Warburg, PT Investments, Insurance L.P. or USF&G,
respectively.

(e) Board of Directors of Renaissance Reinsurance. The Board
shall cause the Board of Directors of Renaissance Reinsurance to consist
at all times of the same number of directors as the Board and the same
persons who are serving on the Board.

2. INTERPRETATION OF THIS AGREEMENT

(a) Terms Defined. As used in this Agreement, the following terms
have the respective meaning set forth below:

Affiliate: means any person or entity, directly or indirectly,
controlling, controlled by or under common control with such person or entity.

Own: means either (i) own under the rules set forth in section
958 of the U.S. Internal Revenue Code of 1986 (which includes shares directly
owned, indirectly owned through ownership of another entity and constructively
owned because of certain relationships (such as family relationships or
ownership relationships)) or (ii) beneficially own directly or indirectly as a
result of the possession of sole or shared voting power within the meaning of
section 13(d)(3) of the U.S. Securities Exchange Act of 1934.

Person: an individual, partnership, joint-stock company,
corporation, trust or unincorporated organization, and a government or agency or
political subdivision thereof.

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(b) Directly or Indirectly. Where any provision in this
Agreement refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person.

(c) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

(d) Section Headings. The headings of the sections and
subsections of this Agreement are inserted for convenience only and shall not be
deemed to constitute a part thereof.

3. MISCELLANEOUS

(a) Notices.

(i) All communications under this Agreement shall be in writing
and shall be delivered by hand or mailed by overnight courier or by
registered or certified mail, postage prepaid:

(A) if to USF&G, at 6225 Centennial Way, Baltimore,
Maryland 21202, Attention: Dan L. Hale, with a copy to: Corporate
Secretary, or at such other address as it may have furnished the
Company in writing;

(B) if to Warburg, at 466 Lexington Avenue, New York, New
York 10017, Attention: Howard H. Newman, with a copy to: Kewsong
Lee, or at such other address as it may have furnished the
Company in writing;

(C) if to Insurance L.P., at c/o GE Investment Management
Incorporated, 3003 Summer Street, Stamford, Connecticut 06905,
Attention: Controller to Alternative Investments, with copies to:
Associate General Counsel to Alternative Investments and GE
Investment, 2029 Century Park East, Suite 1230, Los Angeles,
California 90067, or at such other address as Insurance L.P. may
have furnished the Company in writing;

(D) if to PT Investments, at 3003 Summer Street,
Stamford, Connecticut 06905, Attention: Controller to Alternative
Investments, with a copy to: Associate General Counsel to
Alternative Investments, or such other address as PT Investments
may have furnished the Company in writing; and

(E) if to the Company, at its offices, currently
Renaissance House, 8-12 East Broadway, Pembroke HM 19 Bermuda,
marked for the attention of the President,


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with a copy to the Secretary of the Company, or at such other
address as it may have furnished in writing to each of the
Institutional Investors, with a copy to: Willkie Farr &
Gallagher, 153 East 53rd Street, New York, New York 10022,
Attention: John S. D'Alimonte.

(ii) Any notice so addressed shall be deemed to be given: if
delivered by hand, on the date of such delivery; if mailed by courier,
on the first business day following the date of such mailing; and if
mailed by registered or certified mail, on the third business day after
the date of such mailing.

(b) Indemnification of Directors of the Company. The Directors,
acting in relation to any of the affairs of the Company, and every one of them
and their heirs, executors and administrators, shall be indemnified and secured
harmless out of the assets of the Company from and against all actions, costs,
charges, losses, damages and expenses which they or any of them, their heirs,
executors or administrators, shall or may incur or sustain by or by reason of
any act done, concurred in or omitted in or about the execution of their duty,
or supposed duty, or in their respective offices or trusts, and none of them
shall be answerable for the acts, receipts, neglects or defaults of the others
of them or for joining in any receipts for the sake of conformity, or for any
bankers or other persons with whom any moneys or effects belonging to the
Company shall or may be lodged or deposited for safe custody, or for
insufficiency or deficiency of any security upon which any moneys of or
belonging to the Company shall be placed out on or invested, or for any other
loss, misfortune or damage which may happen in the execution of their respective
offices or trusts, or in relation thereto, provided that this indemnity shall
not extend to any matter in respect of any willful negligence, willful default,
fraud or dishonesty which may attach to any of said persons.

(c) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties.

(d) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.

(e) Entire Agreement; Amendment and Waiver. This Agreement
constitutes the entire understanding of the parties hereto with respect to the
matters covered by this Agreement and supersedes all prior understandings among
such parties, including the Amended and Restated Shareholders Agreement, dated
as of December 27, 1996, by and among the parties signatory to this Agreement
(other than PT Investments and Insurance L.P.), Trustees of General Electric
Pension Trust and GE Investment Private Placement Partners I, Limited
Partnership. This


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Agreement may be amended, and the observance of any term of this Agreement may
be waived, with (and only with) the written consent of the Company and each of
the Institutional Investors.


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IN WITNESS WHEREOF, the parties hereto have executed this Amended
and Restated Shareholders Agreement as of the date first above written.

RENAISSANCERE HOLDINGS LTD.

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


WARBURG, PINCUS INVESTORS, L.P.

By: Warburg, Pincus & Co.,
General Partner

By: /s/ Kewsong Lee
Name: Kewsong Lee
Title: Partner


UNITED STATES FIDELITY AND
GUARANTY COMPANY

By: /s/ Dan Hale
Name: Dan Hale
Title: Executive Vice President


PT INVESTMENTS, INC.

By: /s/ Michael M. Pastore
Name: Michael M. Pastore
Title: Vice President


GE INVESTMENT PRIVATE PLACEMENT
PARTNERS I - INSURANCE, LIMITED
PARTNERSHIP

By: GE Investment Management Incorporated,
General Partner

By: /s/ Michael M. Pastore
Name: Michael M. Pastore
Title: Vice President