Edgar Filing: RENAISSANCERE HOLDINGS LTD

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

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RENAISSANCERE HOLDINGS LTD.
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RENAISSANCERE HOLDINGS LTD.
RENAISSANCE HOUSE
8-12 EAST BROADWAY
PEMBROKE HM 19 BERMUDA

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 28, 2003

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To the Shareholders of RenaissanceRe Holdings Ltd.:

Notice is hereby given that our 2003 Annual General Meeting of Shareholders (the
"Annual Meeting") will be held at the Bermuda Underwater Exploration Institute,
40 Crow Lane, Pembroke, Bermuda on May 28, 2003 at 10:00 a.m., Atlantic daylight
savings time, for the following purposes:

1. To elect three Class II directors to serve until our 2006 Annual
Meeting (the "Board Nominees Proposal").

2. To appoint the firm of Ernst & Young, independent auditors, to
serve as our independent auditors for the 2003 fiscal year until
our 2004 Annual Meeting, and to refer the determination of the
auditors' remuneration to the Board (collectively, the "Auditors
Proposal").

At the Annual Meeting, shareholders will also receive the report of our
independent auditors and our financial statements for the year ended December
31, 2002, and may also be asked to consider and take action with respect to such
other matters as may properly come before the Annual Meeting.

All shareholders of record at the close of business on March 3, 2003, are
entitled to notice of, and to vote at, the Annual Meeting.

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

By order of the Board of Directors,

/s/ James N. Stanard
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James N. Stanard
Chairman of the Board
April 22, 2003

RENAISSANCERE HOLDINGS LTD.
RENAISSANCE HOUSE
8-12 EAST BROADWAY
PEMBROKE HM 19 BERMUDA

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ANNUAL GENERAL MEETING OF SHAREHOLDERS

MAY 28, 2003

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GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of RenaissanceRe Holdings Ltd. to
be voted at our Annual General Meeting of Shareholders to be held at the Bermuda
Underwater Exploration Institute, 40 Crow Lane, Pembroke, Bermuda on May 28,
2003 at 10:00 a.m., Atlantic daylight savings time, or any postponement or
adjournment thereof (the "Annual Meeting"). This Proxy Statement, the Notice of
Annual Meeting and the accompanying form of proxy are being first mailed to
shareholders on or about April 23, 2003.

As of March 3, 2003, the record date for the determination of persons
entitled to receive notice of, and to vote at, the Annual Meeting, there were
issued and outstanding: (i) 69,696,202 of our common shares, par value $1.00 per
share (the "Full Voting Common Shares"), and (ii) 3,549,600 of our Diluted
Voting Class I Common Shares, par value $1.00 per share (the "Diluted Voting
Shares"). We refer to our Full Voting Common Shares and our Diluted Voting
Shares in this Proxy Statement collectively as the "Common Shares." The Common
Shares are our only class of equity securities outstanding and entitled to vote
at the Annual Meeting. During the second quarter of 2002, RenaissanceRe effected
a three-for-one stock split through a stock dividend of two additional Common
Shares for each Common Share owned. All of the share and per share information
provided in this Proxy Statement is presented as if the stock dividend had
occurred for all periods presented.

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

The presence, in person or by proxy, of holders of more than 50% of the
Common Shares outstanding and entitled to vote on the matters to be considered
at the Annual Meeting is required to constitute a quorum for the transaction of
business at the Annual Meeting. Holders

of Full Voting Common Shares and Diluted Voting Shares shall vote together as a
single class on all matters presented for a vote by the shareholders at the
Annual Meeting.

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

1. To elect three Class II directors to serve until our 2006 Annual
Meeting (the "Board Nominees Proposal").

All of the above Proposals will be decided by the affirmative vote of a
majority of the voting rights attached to the Common Shares present, in person
or by proxy, at the Annual Meeting, and entitled to vote thereon. A hand vote
will be taken unless a poll is requested pursuant to the Bye-laws.

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SOLICITATION AND REVOCATION

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

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

We will bear the cost of solicitation of proxies. We have engaged the
firm of MacKenzie Partners to assist us in the solicitation of proxies for a fee
of $4,000, plus the reimbursement of certain expenses. Further solicitation may
be made by our directors, officers and employees personally, by telephone,
internet or otherwise, but such persons will not be specifically compensated for
such services. We may also make, through bankers, brokers or other persons, a
solicitation of proxies of beneficial holders of the Common Shares. Upon
request, we will reimburse brokers, dealers, banks or similar entities acting as
nominees for reasonable expenses incurred in forwarding copies of the proxy
materials relating to the Annual Meeting to the beneficial owners of Common
Shares which such persons hold of record.

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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The table below sets forth the names, ages and titles of our directors
and executive officers as of April 1, 2003.

NAME AGE POSITION

James N. Stanard 54 Chairman of the Board and Chief Executive Officer

William I. Riker 43 Director, President and Chief Operating Officer

David A. Eklund 43 Executive Vice President of RenaissanceRe and President and
Chief Underwriting Officer of Renaissance Reinsurance

John M. Lummis 45 Executive Vice President and Chief Financial Officer

John D. Nichols, Jr. 42 Senior Vice President of RenaissanceRe and President of
Renaissance Underwriting Managers Ltd.

Thomas A. Cooper 66 Director

Edmund B. Greene 64 Director

Brian R. Hall 61 Director

William F. Hecht 59 Director

W. James MacGinnitie 64 Director

Scott E. Pardee 66 Director

James N. Stanard has served as our Chairman of the Board and Chief
Executive Officer since our formation in June 1993, and served as our President
from inception until February 2002. Mr. Stanard is a Class II Director. From
1991 through June 1993, Mr. Stanard served as Executive Vice President of USF&G
and was a member of a three-person Office of the President. As Executive Vice
President of USF&G, he was responsible for USF&G's underwriting, claims and
ceded reinsurance. From October 1983 to 1991, Mr. Stanard was an Executive Vice
President of F&G Re, Inc., USF&G's start-up reinsurance subsidiary. Mr. Stanard
was one of two senior officers primarily responsible for the formation of F&G
Re, where he was responsible for underwriting, pricing and marketing activities
of F&G Re during its first seven years of operations. As Executive Vice
President of F&G Re, Mr. Stanard was personally involved in the design of
pricing procedures, contract terms and analytical underwriting tools for all
types of treaty reinsurance, including both U.S. and international property
catastrophe reinsurance.

William I. Riker was appointed as one of our Directors in August 1998.
Mr. Riker is a Class III Director. Mr. Riker was appointed as our President in
February 2002, having previously served as our Executive Vice President since
December 1997. Previously, Mr. Riker served as our Senior Vice President from
March 1995 and as our Vice President-- Underwriting from November 1993. From
March 1993 through October 1993, Mr. Riker served as Vice

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President of Applied Insurance Research, Inc. Prior to that, Mr. Riker held the
position of Senior Vice President, Director of Underwriting at American Royal
Reinsurance Company. He was responsible for developing various analytical
underwriting tools while holding various positions at American Royal from 1984
through 1993.

David A. Eklund has served as our Executive Vice President and Chief
Underwriting Officer since February 1999 and has served as President of
Renaissance Reinsurance since February 2002. Previously, he served as our Senior
Vice President from February 1996 and as our Vice President -- Underwriting from
September 1993. From November 1989 through September 1993, Mr. Eklund held
various positions in casualty underwriting at Old Republic International
Reinsurance Group, Inc., where he was responsible for casualty treaty
underwriting and marketing. From March 1988 to November 1989, Mr. Eklund held
various positions in operations of the catastrophe reinsurance business at
Berkshire Hathaway Inc., where he was responsible for underwriting and marketing
finite risk and property catastrophe reinsurance.

John M. Lummis has served as our Executive Vice President since
February 2001 and Chief Financial Officer since September 1997. Mr. Lummis
served as Senior Vice President from September 1997 to February 2001. Mr. Lummis
served as one of our directors from July 1993 to December 1997, when he resigned
in connection with his appointment as an executive officer. Mr. Lummis served as
Vice President -- Business Development of USF&G Corporation from 1994 until
August 1997 and served as Vice President and Group General Counsel of USF&G
Corporation from 1991 until 1995. From 1982 until 1991, Mr. Lummis was engaged
in the private practice of law with Shearman & Sterling.

John D. Nichols, Jr. has served as our Senior Vice President -
Structured Products since November 1999 and has served as President of
Renaissance Underwriting Managers Ltd. since February 2000. Previously, he
served as our Vice President - Finance from November 1997 and as our Assistant
Vice President - Finance from September 1995. From August 1990 through September
1995, Mr. Nichols held various positions including Assistant Vice President,
Finance and subsequently, Assistant Vice President, Claims at Hartford Steam
Boiler Inspection and Insurance Company where he was responsible for financial
reporting and subsequently property claims. From September 1986 to August 1990,
Mr. Nichols held various positions in finance at Monarch Capital Corporation.
From June 1982 to August 1986, Mr. Nichols was a CPA with the accounting firm
Matson, Driscoll and D'Amico, specializing in audits of business interruption
insurance claims for various clients.

Thomas A. Cooper has served as one of our directors since August 7,
1996. Mr. Cooper is a Class II Director. Mr. Cooper has served as Chairman and
Chief Executive Officer of TAC Associates, a privately held investment company
from August 1993. From August 1993 until August 1996, Mr. Cooper served as
Chairman and Chief Executive Officer of Chase Federal Bank FSB. From June 1992
until July 1993, Mr. Cooper served as principal of TAC Associates. From April
1990 until May 1992, Mr. Cooper served as Chairman and Chief Executive Officer
of Goldome FSB. Mr. Cooper also serves as Chairman of Flatiron Credit Co., a
privately held specialty finance company. He also serves on the Boards of The
BISYS Group, Inc. and Delaware North Companies.

Edmund B. Greene has served as one of our directors since our formation
in June 1993. Mr. Greene currently serves as a consultant to Aon Corporation.
Mr. Greene is a Class I

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Director. Mr. Greene retired as Deputy Treasurer-Insurance of General Electric
Company in October 1998, where he had served since March 1995. Prior to that,
Mr. Greene was Manager-Corporate Insurance Operation of General Electric Company
since 1985, and previously served in various financial management assignments at
General Electric Company since 1962.

Brian R. Hall has served as one of our directors since August 1999.
Mr. Hall is a Class I Director. Mr. Hall, who is President of Inter-Ocean
Management Ltd., an independent company providing management and general
consulting services, retired as a Director of Johnson & Higgins, and Chairman of
Johnson & Higgins (Bermuda) Ltd. in July 1997. Mr. Hall started his career in
the Bermuda insurance industry when he joined American International Group in
1958. He moved to International Risk Management Ltd. in 1964. In 1969 he founded
Inter-Ocean Management Ltd. which entered into an association with Johnson &
Higgins in 1970. Inter-Ocean was acquired by Johnson & Higgins in 1979, and Mr.
Hall was appointed President of Johnson & Higgins (Bermuda) Ltd., and became a
Director of Johnson & Higgins in 1989. After his retirement in 1997, Mr. Hall
re-established Inter-Ocean Management Ltd.

William F. Hecht has served as one of our directors since November
2001. Mr. Hecht is a Class III Director. Mr. Hecht has served as President of
PPL Corporation since 1991, and in the additional roles of Chairman and Chief
Executive Officer since 1993. Mr. Hecht is Vice Chair of the Board of Trustees
of Lehigh University. He is also Chairman of the Pennsylvania Business
Roundtable and a member of the Pennsylvania Society. He also serves on the Board
of Dentsply International.

W. James MacGinnitie has served as one of our directors since February
2000. Mr. MacGinnitie is a Class II Director. Mr. MacGinnitie is an independent
actuary and consultant. He served as Senior Vice President and Chief Financial
Officer of CNA Financial from September 1997 to September 1999. From May 1994
until September 1997, Mr. MacGinnitie was a partner of Ernst & Young and
National Director of its actuarial services. From 1975 until 1994 he was a
principal in Tillinghast, primarily responsible for its property-casualty
actuarial consulting services. Prior to that time, Mr. MacGinnitie was a
Professor of Actuarial Science & Director of Actuarial Program at the University
of Michigan, Ann Arbor, Michigan, from 1973 to 1975. In addition, Mr.
MacGinnitie serves on the board of Trustmark Insurance Company and of NORCAL
Mutual Insurance Company.

Scott E. Pardee has served as one of our directors since February 1997.
Mr. Pardee is a Class I Director. Mr. Pardee serves as Alan R. Holmes Professor
of Economics at Middlebury College, where he has taught since January 1, 2000.
Previously he served as a Senior Lecturer at the MIT Sloan School of Management
and Executive Director of the Finance Research Center at the Sloan School from
November 1997. Mr. Pardee served as Chairman of Yamaichi International
(America), Inc., a financial services company, from 1989 to 1995. Mr. Pardee
previously served as Executive Vice President and a member of the Board of
Directors of Discount Corporation of New York, a primary dealer in U.S.
government securities, and Senior Vice President of the Federal Reserve Bank of
New York and Manager of Foreign Operations of the Open Market Committee of the
Federal Reserve System.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
MANAGEMENT AND DIRECTORS

The following table sets forth information as of April 1, 2003 with respect to
the beneficial ownership of Common Shares and the applicable voting rights
attached to such share ownership in accordance with the Bye-laws by (i) each
person known by us to own beneficially 5% or more of the outstanding Common
Shares; (ii) each of our directors; (iii) our Chief Executive Officer and each
of the four remaining most highly compensated executive officers (collectively,
the "Named Executive Officers"); and (iv) all of our executive officers and
directors as a group. The total shares outstanding as of April 1, 2003 were
69,839,702.

NUMBER OF PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1) COMMON SHARES (2) VOTING RIGHTS
---------------------------------------------------------- ----------------------- -------------------------

FMR Corp. (3)
82 Devonshire Street
Boston, Massachusetts 02109.......................... 6,941,424 9.9%

Janus Capital Management LLC (4)
100 Fillmore Street
Denver, Colorado 80206............................... 5,095,540 7.3%

Wellington Management Company, LLP (5)
75 State Street
Boston, Massachusetts 02109.......................... 4,601,400 6.6%

Vanguard Windsor Funds - Vanguard Windsor Fund (6)
100 Vanguard Blvd.
Malvern, PA 19355..................................... 3,854,800 5.5%

PT Investments, Inc. (7)
3003 Summer Street
Stamford, Connecticut 06904.......................... 3,624,600 5.2%

James N. Stanard (8).................................. 4,254,400 6.1%
William I. Riker (9).................................. 1,121,330 1.6%
David A. Eklund (10).................................. 793,399 1.1%
John M. Lummis (11)................................... 607,112 *
John D. Nichols, Jr. (12)............................. 474,989 *
Thomas A. Cooper (13)................................. 75,708 *
Edmund B. Greene (14)................................. 15,072 *
Brian R. Hall (15).................................... 58,287 *
William F. Hecht (16)................................. 4,522 *
W. James MacGinnitie (17)............................. 63,372 *
Scott E. Pardee (18).................................. 68,595 *
All of our executive officers and directors *
(11 persons)......................................... 7,536,786 10.8%

*Less than 1%
(footnotes appear on next page)

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

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

(3) According to an amendment to a Statement on Schedule 13G filed with the
Commission on February 14, 2003, FMR Corp. may be deemed to be the
beneficial owner of 6,941,424 Common Shares by reason of advisory and
other relationships with the persons who own such Common Shares.
According to this Schedule 13G/A Edward C. Johnson 3d Chairman of FMR
Corp., and FMR Corp., through its control of Fidelity Management Trust
Company, each have sole dispositive power over and sole power to vote
or to direct the voting of 179,025 Common Shares, but neither FMR Corp.
nor Edward C. Johnson 3d, has the sole power to vote or direct the
voting of the shares owned directly by the various Fidelity funds,
which power resides with the Boards of Trustees of the various funds.
According to this Schedule 13G/A, Fidelity Management & Research
Company carries out the voting of the shares under written guidelines
established by its funds' Boards of Trustees. Further, according to
this Schedule 13G/A, no one person covered by the Schedule 13G/A has an
interest in more than 5% of the total Common Shares outstanding. Based
on the information provided in this Schedule 13G/A, we do not believe
that FMR Corp., Edward C. Johnson or any Fidelity fund owns an amount
of Common Shares exceeding the limitations set forth in our Bye-laws.

(4) According to a Statement on Schedule 13G/A filed with the Commission on
February 14, 2003 by Janus Capital Management LLC ("Janus"), Janus may
be deemed to be the beneficial owner of 5,095,540 Common Shares by
reason of Janus' role as investment advisor or sub-advisor to
investment companies and other clients who hold such shares. According
to Janus' Schedule 13G/A, no one of Janus' investment company clients
or other clients covered by the Schedule 13G/A has an interest in more
than 5% of the total Common Shares outstanding. Based on the
information provided in this Schedule 13G/A, we do not believe that
Janus or any of the Janus clients owns an amount of Common Shares
exceeding the limitations set forth in our Bye-laws.

(5) According to a Statement on Schedule 13G filed with the Commission on
February 12, 2003 by Wellington Management Company, LLP ("WMC"), WMC
may be deemed to be the beneficial owner of 4,601,400 Common Shares by
reason of WMC's role as investment advisor or sub-advisor to investment
companies and other clients who hold such shares or WMC's role as a
parent holding company or control person. According to WMC's Schedule
13G, one of WMC's investment company clients or other clients covered
by the Schedule 13G, Vanguard Windsor Funds, Inc., has an interest in
more than 5% of the total Common Shares outstanding. Based on the
information provided in this Schedule 13G, we do not believe that WMC
or any of its clients owns an amount of Common Shares exceeding the
limitations set forth in our Bye-laws.

(6) According to a Statement on Schedule 13G filed with the Commission on
February 13, 2003 by Vanguard Windsor Funds, Inc. ("Vanguard"),
Vanguard may be deemed to be the beneficial owner of 3,854,800 Common
Shares. Based on the information provided in this Schedule 13G, we do
not believe that Vanguard owns an amount of Common Shares exceeding
the limitations set forth in our Bye-laws.

(7) Consists of 3,549,600 Diluted Voting Shares and 75,000 Full Voting
Common Shares owned directly by Kingsway PT Limited Partnership
("Kingsway").

(8) Includes 692,406 Common Shares issuable upon the exercise of options
under the Second Amended and Restated 1993 Stock Incentive Plan of
RenaissanceRe Holdings Ltd. (the "1993 Stock Incentive Plan" and
together with the RenaissanceRe Holdings Ltd. 2001 Stock Incentive
Plan, the "Stock Incentive Plans") that are vested and presently
exercisable and 200,000 Common Shares issuable upon the exercise of
options which vest within 60 days. Also includes 369,993 restricted
Full Voting Common Shares ("Restricted Shares") which have not vested
and 1,119,579 shares held by a limited partnership for the benefit of
Mr. Stanard's family.

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(9) Includes 297,375 Common Shares issuable upon the exercise of options
under the Stock Incentive Plans that are vested and presently
exercisable and 103,128 Common Shares issuable upon the exercise of
options which vest within 60 days. Also includes 125,884 Restricted
Shares which have not vested and 370,938 shares held by a limited
partnership for the benefit of Mr. Riker's family.

(10) Includes 312,692 Common Shares issuable upon the exercise of options
under the Stock Incentive Plans that are vested and presently
exercisable and 103,128 Common Shares issuable upon the exercise of
options which vest within 60 days. Also includes 165,771 Restricted
Shares which have not vested and 112,947 shares held by a limited
partnership for the benefit of Mr. Eklund's family.

(11) Includes 199,610 Common Shares issuable upon the exercise of options
under the Stock Incentive Plans that are vested and presently
exercisable and 77,096 Common Shares issuable upon the exercise of
options which vest within 60 days. Also includes 90,727 Restricted
Shares which have not vested and 107,807 shares held by a limited
partnership for the benefit of Mr. Lummis's family.

(12) Includes 126,477 Common Shares issuable upon the exercise of options
under the Stock Incentive Plans that are vested and presently
exercisable and 53,306 Common Shares issuable upon the exercise of
options which vest within 60 days. Also includes 72,380 Restricted
Shares which have not vested and 237,118 shares held by a limited
partnership for the benefit of Mr. Nichols's family.

(13) Includes 1,684 Common Shares granted in payment of directors' fees
under the RenaissanceRe Holdings Ltd. Amended and Restated Non-Employee
Director Stock Plan, as amended (the "Directors Stock Plan") which have
not vested, and 29,000 Common Shares issuable upon the exercise of
options under the Directors Stock Plan that are vested and presently
exercisable.

(14) Includes 1,684 Common Shares granted in payment of directors' fees
under the Directors Stock Plan which have not vested and 12,000 Common
Shares issuable upon the exercise of options which vest within 60 days.

(15) Includes 1,684 Common Shares granted in payment of directors' fees
under the Directors Stock Plan which have not vested, and 42,000 Common
Shares issuable upon the exercise of options under the Directors Stock
Plan that are vested and presently exercisable and 12,000 Common
Shares issuable upon the exercise of options which vest within 60 days.

(16) Includes 522 Common Shares granted in payment of directors' fees under
the Directors Stock Plan which have not vested and 4,000 Common
Shares issuable upon the exercise of options which vest within 60 days.

(17) Includes 1,684 Common Shares granted in payment of directors' fees
under the Directors Stock Plan which have not vested, and 42,000 Common
Shares issuable upon the exercise of options under the Directors Stock
Plan that are vested and presently exercisable and 12,000 Common
Shares issuable upon the exercise of options which vest within 60 days.

(18) Includes 1,684 Common Shares granted in payment of directors' fees
under the Directors Stock Plan which have not vested, and 48,000 Common
Shares issuable upon the exercise of options under the Directors Stock
Plan that are vested and presently exercisable and 12,000 Common
Shares issuable upon the exercise of options which vest within 60 days.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Employee Credit Facility

In order to encourage employee ownership of Common Shares, we have
guaranteed certain loan and pledge agreements (collectively, the "Employee
Credit Facility") between certain of our employees (the "Participating
Employees") and Bank of America Illinois ("BofA"). Pursuant to the terms of the
Employee Credit Facility, BofA has agreed to loan the Participating Employees up
to an aggregate of $25 million. Each loan under the Employee Credit Facility is
required to be initially collateralized by the respective Participating Employee
with Common Shares or other collateral acceptable to BofA at a rate of 2.25
times the amount of each such loan. If the value of the collateral provided by a
Participating Employee subsequently decreases below 1.5 times the outstanding
loan amount, such Participating Employee must contribute additional collateral
in the amount of such deficiency, or BofA can realize against the remaining
collateral or accelerate the loan. Loans under the Employee Credit Facility are
otherwise non-recourse to the Participating Employees. There will be no new
loans under the Employee Credit Facility.

Registration Statement on Form S-8

We have filed a Registration Statement on Form S-8 under the Securities
Act (File No. 333-06339) registering for sale an aggregate of 7,237,500 Full
Voting Common Shares issued pursuant to the Stock Incentive Plans and the
Directors Stock Plan.

Lease Agreements

In September 1998, we entered into a twenty-one year lease (the
"Lease") with respect to a house in Paget Parish, Bermuda, occupied by William
I. Riker. The property which is subject to the Lease is owned by the Bellevue
Trust (the "Trust"). Mr. Riker is a Trustee of the Trust, and holds no direct
economic interest therein. Mr. Riker does hold an indirect economic interest
through a personal loan provided indirectly to the Trust. We have prepaid under
the Lease an aggregate amount of $2,063,874 to the Trust, representing the
present value of all of the twenty-one year Lease payments. If the Lease is
terminated for any reason, then we will be repaid all outstanding amounts due
under the remaining term of the Lease. We believe that the terms of the Lease
reasonably represent market value terms appropriate for the Bermuda residential
property market.

The Company reimburses the rent on the Bermuda residence of each other
Named Executive Officer, which housing expense is included in the compensation
paid to each such Named Executive Officer. See "Executive Officer and Director
Compensation--Executive Compensation." The Company is the lessee on the Bermuda
residence of Mr. Lummis, and subleases this residence to Mr. Lummis.

Certain Reinsurance Transactions

We have in force several reinsurance treaties with affiliates of or
parties otherwise related to PT Investments covering property catastrophe risks
in several geographic zones. The terms of these treaties were determined in
arm's length negotiations and we believe that such terms are

-10-

comparable to terms we would expect to negotiate in similar transactions with
unrelated parties. For the year ended December 31, 2002, we received
approximately $61.3 million in reinsurance premiums from treaties with
affiliates of or parties related to PT Investments.

In 2002, we donated $20,000 to the Bermuda Foundation for Insurance
Studies, a charitable foundation of which Brian Hall is the Chair. Mr. Hall is
not compensated by this charity.

BOARD OF DIRECTORS; BOARD COMMITTEES

Board of Directors Meetings; Board Committee Meetings

Overview

During 2002, the Board met four times, the Audit Committee met four
times, the Compensation and Corporate Governance Committee met four times, the
Investment and Risk Management Committee met four times, and the Transaction
Committee met once. During 2002, each of our Directors attended all meetings of
the Board and any Committee on which they served.

Following the 2002 Annual Meeting, Arthur S. Bahr resigned from the
Board as a result of reaching our recommended retirement age of 70. No
replacement director has been nominated to fill the vacancy caused by Mr. Bahr's
retirement.

The Board has adopted and approved a Corporate Governance Policy, as
well as written charters which outline the responsibilities of each of our
committees.

Audit Committee

The Audit Committee of the Board presently consists of Messrs. Hall,
Greene and Pardee. The Compensation and Corporate Governance Committee of the
Board has determined that all members of the Audit Committee meet the
independence standards of the New York Stock Exchange. The Audit Committee
assists the Board in fulfilling its oversight responsibilities with respect to
(i) the integrity of our financial statements to be provided to shareholders and
the Securities and Exchange Commission; (ii) our compliance with legal and
regulatory requirements; (iii) the performance of the external independent
auditors we utilize; (iv) our operational risk management; and (v) the
qualifications, performance, independence and terms of engagement of our
independent auditors.

In addition, the Audit Committee provides an avenue for communication
between our external independent auditors, financial management and the Board.
The Audit Committee has the sole authority to employ RenaissanceRe's external
independent auditors, and to approve any significant proposed non-audit work to
be conducted by our auditors. The Audit Committee is expected to regularly
review the external independent auditors' work plan, staffing comments, bills
and work product.

-11-

Compensation and Corporate Governance Committee

The Compensation and Corporate Governance Committee of the Board
presently consists of Messrs. Cooper, Hecht and Hall. The Compensation and
Corporate Governance Committee has responsibility for senior officer and
director compensation, governance matters, and the nomination of additional
directors. It has the authority to establish compensation policies and programs,
and to grant options ("Options") and Restricted Shares under our stock incentive
and bonus plans and programs. The Board has determined that all members of the
Compensation and Corporate Governance Committee meet the independence standards
of the New York Stock Exchange.

In connection with its responsibility to consider the effectiveness and
composition of the Board, and to nominate candidates for election by our
shareholders, the Compensation and Corporate Governance Committee will consider
nominees to the Board recommended by not less than twenty shareholders holding
in the aggregate not less than 10% of RenaissanceRe's outstanding paid up share
capital. Any such recommendation must be sent to the Secretary of RenaissanceRe
not less than 60 days prior to the scheduled date of the Annual Meeting and must
set forth for each nominee: (i) the name, age, business address and residence
address of the nominee; (ii) the principal occupation or employment of the
nominee; (iii) the class or series and number of shares of capital stock of
RenaissanceRe which are owned beneficially or of record by the nominee; and (iv)
any other information relating to the nominee that would be required to be
disclosed in a proxy statement or other filing required to be made in connection
with solicitations of proxies for election of directors pursuant to Section 14
of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder (the "Proxy Filings"). The written notice
must also include the following information with regard to the shareholder
giving the notice: (1) the name and record address of such shareholder; (2) the
class or series and number of shares of capital stock of RenaissanceRe which are
owned beneficially or of record by such shareholder; (3) a description of all
arrangements or understandings between such shareholder and each proposed
nominee and any other person (including his name and address) pursuant to which
the nomination(s) are to be made by such shareholder; (4) a representation that
such shareholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice; and (v) any other information relating
to such shareholder that would be required to be disclosed in a Proxy Filing.
Such notice must be accompanied by a written consent of each proposed nominee to
be named as a nominee and to serve as a director if elected. The Compensation
and Corporate Governance Committee may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure.

Investment and Risk Management Committee

The Investment and Risk Management Committee of the Board presently
consists of Messrs. MacGinnitie, Pardee and Riker. The duties and
responsibilities of the Investment and Risk Management Committee, as outlined in
its Charter, are to advise the Board on all of RenaissanceRe's investment and
certain risk management-related matters. Among other things, the Committee
oversees (i) the development and maintenance of, and compliance with,
appropriate investment guidelines and objectives; (ii) the strategic asset
allocations of our investment portfolio; and (iii) our corporate risk
management, including the financial risk associated with the insurance and
reinsurance we write.

-12-

Transaction Committee

The Transaction Committee of the Board presently consists of Messrs.
Cooper, MacGinnitie and Stanard and has the authority of the Board to consider
and approve, on behalf of the full Board, strategic investments and other
possible transactions.

Section 16(a) Beneficial Ownership Reporting Compliance

Under the Exchange Act, our directors and executive officers, and any
persons holding more than 10% of the outstanding Common Shares are required to
report their initial ownership of Common Shares and any subsequent changes in
that ownership to the Commission. Specific filing dates for these reports have
been established by the Commission, and we are required to disclose in this
Proxy Statement any failure by such persons to file these reports in a timely
manner during the 2002 fiscal year. Based upon our review of copies of such
reports furnished to us, we believe that (except as set forth below) during the
2002 fiscal year our executive officers and directors and the holders of more
than 10% of the outstanding Common Shares complied with all reporting
requirements of Section 16(a) under the Exchange Act.

The November 2001 Form 4 that the Company filed on behalf of Mr. Eklund
was misstated. An amended Form 4 was filed on March 27, 2003.

-13-

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission, nor
shall such information or report be incorporated by reference into any future
filing by us under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that we specifically
incorporate it by reference in such filing.

The Audit Committee oversees RenaissanceRe's financial reporting
process on behalf of the Board. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. The Audit Committee is directly responsible for the
appointment and oversight of the work of Ernst & Young, our independent
auditors, for the purpose of preparing or issuing an audit report. In fulfilling
its oversight responsibilities, the Audit Committee reviewed the audited
financial statements in the Annual Report with management including a discussion
of the quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements.

The Audit Committee reviewed with Ernst & Young, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of our accounting principles and such
other matters as are required to be discussed with the Audit Committee under
generally accepted auditing standards. Ernst & Young reported to the Audit
Committee (i) all critical accounting policies and practices to be used; (ii)
various alternative treatments within generally accepted accounting principles
for policies and practices related to material items that were discussed with
management, including ramifications of the use of such alternative disclosures
and treatments and the treatment preferred by Ernst & Young, if applicable; and
(iii) other material written communications between the Ernst & Young and
management. In addition, the Audit Committee has discussed with Ernst & Young
its independence from management and RenaissanceRe, including the matters in the
written disclosures required by the Independence Standards Board.

The Audit Committee discussed with Ernst & Young the overall scope and
plans for their audit. The Audit Committee met with the independent auditors,
with and without management present, to discuss the results of their
examination, their evaluations of RenaissanceRe's internal controls, and the
overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board (and the Board has approved) that the audited
financial statements be included in the Annual Report on Form 10-K for the year
ended December 31, 2002 for filing with the Commission. The Audit Committee,
pursuant to its pre-approval policies and procedures, and the Board have also
recommended, subject to shareholder approval, the selection of RenaissanceRe's
independent auditors for the 2003 fiscal year.

Brian R. Hall, Chair
Edmund B. Greene
Scott E. Pardee

-14-

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Committee Report on Executive Compensation

Executive Compensation Policy. Our compensation policy for all of
our executive officers is formulated and administered by the Compensation
Committee of the Board. The components of our compensation policy include
salary, annual bonus, and long-term incentives, consisting of Options and
Restricted Shares. The Compensation Committee administers the RenaissanceRe
Holdings Ltd. 2001 Stock Incentive Plan (the "2001 Stock Incentive Plan") under
which the Compensation Committee periodically grants Options and Restricted
Shares to executive officers and other employees, and the Second Amended and
Restated 1993 Stock Incentive Plan of RenaissanceRe Holdings Ltd. (the "1993
Stock Incentive Plan" and, together with the 2001 Stock Incentive Plan, the
"Stock Incentive Plans"). All Options and Restricted Shares available for
issuance upon the 1993 Stock Incentive Plan have been issued as of the date
hereof. Exercise prices and vesting terms of Options granted under the Stock
Incentive Plans are in the sole discretion of the Compensation Committee. During
the second quarter of 2002, RenaissanceRe effected a three-for-one stock split
through a stock dividend of two additional Common Shares for each Common Share
owned. All of the share and per share information provided in this Report is
presented as if the stock dividend had occurred for all periods presented.

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

We have entered into employment agreements with each of our senior
executive officers, all other officers of RenaissanceRe and certain other
professional employees. These employment agreements were entered into to
recognize the significant contribution of the officers to our success and the
enhancement of shareholder value, to seek to ensure the continued retention of
these key employees into the future, and to incentivize these employees and
further align their interests with those of the shareholders by weighting
significantly the compensation of such officers with equity-based incentives.
The Compensation Committee reviews and approves the base salary component and
cost of living allowances awarded to such executives under their respective
employment agreements. The Committee may also award discretionary annual cash
bonuses.

In accordance with the goals and evaluations of the Compensation
Committee, the Compensation Committee has approved an employee stock bonus
program (the "Stock Bonus Program") and a long term incentive bonus program (the
"Long Term Incentive Bonus Program"). Under the Stock Bonus Program eligible
employees may elect to receive a grant of Common Shares of up to 50 percent of
their bonus in lieu of cash (or, with the approval of the Compensation
Committee, up to 100 percent), with an associated matching

-15-

grant of an equal number of Restricted Shares. The Long Term Incentive Bonus
Program is available to each of our executive officers and other officers and
entitles those individuals to an incentive cash bonus based on cumulative
returns on equity, and earnings per share over a multi-year period. The
Committee may also grant Options and/or Restricted Shares to such executives.
Generally, Options are granted at a price equal to the fair market value of the
Full Voting Common Shares on an average fair market value of the five days prior
to the date of the grant. The Compensation Committee believes that such
executives' beneficial ownership positions in RenaissanceRe, as a result of
their respective personal investments and the Options and Restricted Shares
granted to them, causes their interests to be well aligned with those of
RenaissanceRe and of our shareholders.

In 2000 we generally provided our executives with Option grants larger
than prior annual grants and intended these 2000 grants to substitute for annual
grants in 2000, 2001, and 2002. Accordingly, in 2002 we did not grant any
options to Messrs. Stanard, Riker, Eklund, Lummis, or Nichols, except (i) reload
options issued in accordance with the Stock Incentive Plans, and (ii) a special
bonus grant across the organization in November 2002, in which the Committee
awarded 100,000, 51,500, 51,500, 38,500 and 38,500 Options to Messrs. Stanard,
Riker, Eklund, Lummis and Nichols, respectively. In addition, in 2001 the
Committee awarded 90,000 Options to each of Messrs. Lummis and Nichols, together
with reload options issued in accordance with the Stock Incentive Plans. The
Committee retains the discretion to make additional grants if it deems necessary
or appropriate.

Currently, approximately 4,571,219 Common Shares remain available for
grants under the 2001 Stock Incentive Plan.

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

In recognition of Mr. Stanard's long term contribution to RenaissanceRe
and to the enhancement of shareholder value, the Committee resolved that it
would be in the best interests of RenaissanceRe and our shareholders to retain
Mr. Stanard to ensure that his contribution to RenaissanceRe and our
shareholders would continue.

Consistent with the Compensation Committee's general compensation
philosophy for our executives, Mr. Stanard's compensation has been weighted
significantly towards equity-based incentives. In 2000 we granted Mr. Stanard an
option to purchase 600,000 Common Shares, which grant was larger than prior
annual grants and intended to substitute for annual grants in 2002, 2001 and
2000. Accordingly, in 2002 and 2001 we did not grant any options to Mr. Stanard,
except reload options issued in accordance with the Stock Incentive Plans, and a
special

-16-

grant of 100,000 options in connection with the special bonus granted across the
organization in November 2002. The Committee retains discretion to make
additional grants if it deems necessary or appropriate. The Compensation
Committee believes that Mr. Stanard's beneficial ownership position in
RenaissanceRe, as a result of his personal investment and the Options and
Restricted Shares granted to him, cause his interests to be well aligned with
the long term interests of RenaissanceRe and our shareholders.

Mr. Stanard's cash bonus payments for 2002 were governed by the terms
of his Amended and Restated Employment Agreement as in effect during 2002. See
"CEO Employment Agreement."

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

Thomas A. Cooper, Chair
William F. Hecht
Brian R. Hall

-17-

Performance Graph

The following graph compares cumulative return on our Common Shares
including reinvestment of dividends on our Common Shares to such return for the
Standard & Poor's ("S&P") 500 Composite Stock Price Index and S&P's
Property-Casualty Industry Group Stock Price Index, for the five-year period
commencing January 1, 1998 and ending on December 31, 2002, assuming $100 was
invested on January 1, 1998. Each measurement point on the graph below
represents the cumulative shareholder return as measured by the last sale price
at the end of each calendar year during the period from January 1, 1998 through
December 31, 2002. As depicted in the graph below, during this period, the
cumulative total return (loss) (1) on our Common Shares was 202.2%, (2) for the
S&P 500 Composite Stock Price Index was (2.9%) and (3) for the S&P
Property-Casualty Industry Group Stock Price Index was (11.3%).

COMPARISON OF CUMULATIVE TOTAL RETURN

[THE FOLLOWING TABLE IS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL]

S&P 500 S&P P&C RNR
--------------------------------------------------------------------------------
RenaissanceRe S&P 500 S&P Property-Casualty
Holdings, Ltd. Industry Group
Stock Price Index
--------------------------------------------------------------------------------

12/31/97 $100 $100 $100
--------------------------------------------------------------------------------
12/31/98 $ 86 $128 $ 93
--------------------------------------------------------------------------------
12/31/99 $ 99 $155 $ 70
--------------------------------------------------------------------------------
12/31/00 $193 $141 $108
--------------------------------------------------------------------------------
12/31/01 $239 $124 $ 99
--------------------------------------------------------------------------------
12/31/02 $302 $ 97 $ 89
--------------------------------------------------------------------------------

-18-

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth information
concerning the compensation for services paid to the Named Executive Officers
during the years ended December 31, 2002, 2001, and 2000.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------ --------------------------------------

Name and Securities
Principal Other Annual Restricted Stock Underlying LTIP All Other
Position Year Salary Bonus(1) Compensation(2) Awards(3) Options/SARs(4) Payments(5) Compensation(6)
------------------------------------------------------------------ --------------------------------------------- --------------

James N. Stanard
Chairman and 2002 $484,380 $2,007,850 $552,462 $ 917,923 695,163 $643,479 $40,000
Chief 2001 470,055 2,163,398 286,976 8,094,600 621,654 652,387 30,000
Executive 2000 450,000 2,079,640 283,760 413,222 1,746,612 581,174 30,000
Officer of
RenaissanceRe

William I. Riker
President and 2002 $316,785 $ 589,636 $309,935 $ 686,438 262,601 $129,664 $40,000
Chief 2001 307,416 582,730 236,996 540,154 62,274 127,906 30,000
Operating 2000 294,300 542,288 236,823 412,809 623,172 94,717 30,000
Officer of
RenaissanceRe

David A. Eklund
Executive 2002 $293,319 $ 481,718 $317,970 $ 662,678 292,639 $129,664 $40,000
Vice 2001 284,644 475,569 242,269 516,772 318,825 127,906 30,000
President of 2000 272,500 431,844 298,267 387,809 599,193 94,717 30,000
RenaissanceRe
and President
of Renaissance
Reinsurance

John M. Lummis
Executive 2002 $243,550 $ 306,370 $317,014 $ 506,573 247,380 $ 66,336 $40,000
Vice President 2001 228,363 301,392 160,843 397,300 96,153 45,178 30,000
and Chief 2000 207,100 330,000 165,683 1,233,531 290,727 25,678 30,000
Financial
Officer of
RenaissanceRe

John D. Nichols, Jr.
Senior Vice 2002 $235,000 $ 211,243 $141,256 $ 362,659 180,868 $ 38,371 $40,000
President of 2001 208,913 207,810 128,916 283,273 122,283 25,118 30,000
RenaissanceRe 2000 200,000 295,000 112,721 1,095,885 249,876 12,313 30,000
and President
of Renaissance
Underwriting
Managers

(1) The Annual Bonuses include in each year grants of Common Shares that
were issued in lieu, in whole or in part, of a cash bonus. In 2002 each
Named Executive Officer opted to receive his entire Annual Bonus in
Restricted Shares which vest on the first anniversary of grant. In 2001
and 2000, certain officers elected to receive one half of their Annual
Bonus in vested common shares. Accordingly, shares granted in lieu of
cash were: for 2002 for Messrs. Stanard, Riker, Eklund, Lummis and
Nichols, 54,844, 16,106, 13,158, 8,368 and 5,770, respectively; for
2001 for Messrs. Riker, Eklund, Lummis, and Nichols, 9,846, 8,751,
7,056 and 4,866, respectively; for 2000 for Messrs. Riker, Eklund,
Lummis and Nichols, 16,134, 14,118, 10,083 and 7,866, respectively. The
2002, 2001 and 2000 amounts also include $1,349,640, $162,288 and
$101,844 in respect of an Additional Bonus and related taxes for
Messrs. Stanard, Riker and Eklund, respectively.

(2) The 2002 amounts include housing expense reimbursements in the amount
of $168,000, $180,000, $180,000, $160,000 and $90,000 for Messrs.
Stanard, Riker, Eklund, Lummis and Nichols, respectively, and also
include reimbursement of travel expenses of $280,286, $59,325, $69,047,
$11,199 and $11,895 for Messrs. Stanard, Riker, Eklund, Lummis and
Nichols respectively. The 2001 amounts include housing expense
reimbursements in the amount of $168,000, $180,000, $180,000, $127,520
and $106,693 for Messrs. Stanard, Riker, Eklund, Lummis and Nichols,
respectively. The 2000 amounts include housing

-19-

expense reimbursements in the amount of $231,000, $180,000, $180,000,
$108,000 and $90,000 for Messrs. Stanard, Riker, Eklund, Lummis and
Nichols, respectively.

(3) During 2002, Messrs. Stanard, Riker, Eklund, Lummis and Nichols were
granted 25,073, 12,913, 12,913, 9,653 and 7,021 Restricted Shares,
respectively, which vest ratably over four years. In addition during
2002, Messrs. Riker, Eklund, Lummis and Nichols were granted 5,837,
5,188, 4,184 and 2,885 Restricted Shares, respectively, which related
to our Stock Bonus Program, whereby certain officers and employees are
allowed to receive up to 50% of their bonus in stock which is matched
with Restricted Shares which vests over four years. During 2001,
Messrs. Stanard, Riker, Eklund, Lummis and Nichols were granted 30,000,
15,450, 15,450, 11,550 and 8,400 Restricted Shares, respectively, which
vest ratably over four years. In addition during 2001, Messrs. Riker,
Eklund, Lummis and Nichols were granted 9,846, 8,751, 7,056 and 4,866
Restricted Shares, respectively, which related to our Stock Bonus
Program. Also in 2001, Mr. Stanard received 300,000 Restricted Shares
in connection with the re-execution of his employment agreement. During
2000, Messrs. Stanard, Riker, Eklund, Lummis and Nichols were granted
33,333, 17,166, 17,166, 12,834 and 9,333 Restricted Shares,
respectively, which vest ratably over four years. In addition during
2000, Messrs. Riker, Eklund, Lummis and Nichols were granted 16,134,
14,118, 10,083 and 7,866 Restricted Shares, respectively, which related
to our Stock Bonus Program. Also in 2000, Mr. Lummis and Mr. Nichols
were granted 72,000 and 67,500 Restricted Shares, respectively, which
vest over four years.

(4) Represents the aggregate number of Full Voting Common Shares subject to
Options granted to the Named Executive Officers during each of 2002,
2001 and 2000, as applicable.

(5) Represents the amounts payable to Messrs. Stanard, Riker, Eklund,
Lummis and Nichols as part of the Long Term Incentive Bonus Program as
described below. During 2002, the Named Executive Officers had the
option of receiving all or a portion of their long term incentive
payment in Restricted Shares which vests over a one year period. During
2002, in lieu of cash payments under the Long Term Incentive Bonus
Program, Messrs. Stanard, Riker, Eklund, Lummis and Nichols were
granted 17,577, 3,542, 3,542, 1,812 and 1,048 shares, respectively,
which vest over a one year period.

(6) Represents the amounts contributed to the account of each Named
Executive Officer under our retirement plan.

-20-

STOCK OPTION GRANTS TABLE

The following table sets forth information concerning individual grants
of Options to purchase Full Voting Common Shares made to the Named Executive
Officers during 2002. Except as set forth below, the options granted to our
Named Executive Officers in 2002 consisted solely of Reload Options.

NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE OR EXPIRATION APPRECIATION FOR
NAME OPTIONS GRANTED EMPLOYEES BASE PRICE DATE OPTION TERM
---------------------- ------------------- --------------- ------------ ------------- -------------------------------------
5% 10%
------------------ ------------------

James N. Stanard 3,145 (1) 0.12% $39.93 3/25/2005 $14,454 $29,782
238,372 (1) 9.14% $42.27 3/26/2005 $1,254,746 $2,596,353
69,569 (1) 2.67% $42.27 8/6/2006 $593,825 $1,271,361
69,619 (1) 2.67% $42.27 6/23/2007 $749,324 $1,640,815
20,714 (1) 0.79% $38.62 5/6/2008 $259,673 $585,397
62,614 (1) 2.40% $42.27 5/6/2008 $818,123 $1,832,646
12,861 (1) 0.49% $38.62 5/14/2009 $194,769 $451,210
26,118 (1) 1.00% $42.27 5/14/2009 $414,945 $955,052
48,162 (1) 1.85% $38.62 5/4/2010 $855,212 $2,034,485
43,989 (1) 1.69% $42.27 5/4/2010 $823,194 $1,945,385
100,000 (2) 3.83% $39.07 11/19/2012 $2,457,091 $6,226,752

William I. Riker 25,954 (1) 1.00% $39.76 3/25/2005 $119,389 $246,064
2,324 (1) 0.09% $42.69 3/26/2005 $12,370 $25,597
8,941 (1) 0.34% $39.76 3/26/2005 $41,182 $84,882
3,142 (1) 0.12% $42.69 6/30/2005 $18,672 $38,890
11,927 (1) 0.46% $39.76 6/30/2005 $61,769 $128,143
23,416 (1) 0.90% $42.69 8/6/2006 $202,020 $432,549
24,103 (1) 0.92% $39.76 8/6/2006 $184,625 $393,690
46,152 (1) 1.77% $39.76 6/23/2007 $449,467 $980,182
7,402 (1) 0.28% $42.69 5/6/2008 $97,732 $218,941
18,118 (1) 0.69% $39.76 5/6/2008 $215,392 $480,480
7,226 (1) 0.28% $42.69 5/14/2009 $115,999 $267,008
9,957 (1) 0.38% $39.76 5/14/2009 $144,590 $331,377
22,439 (1) 0.86% $42.69 5/14/2010 $424,272 $1,002,722
51,500 (2) 1.97% $39.07 11/19/2012 $1,265,402 $3,206,777

David A. Eklund 11,029 (1) 0.42% $42.69 3/26/2005 $58,702 $121,476
3,450 (1) 0.13% $42.69 6/30/2005 $20,502 $42,703
32,299 (1) 1.24% $42.69 8/6/2006 $278,658 $596,639
61,819 (1) 2.37% $42.69 6/23/2007 $672,425 $1,472,531
29,074 (1) 1.11% $42.69 5/6/2008 $383,876 $859,969
30,837 (1) 1.18% $42.69 5/14/2009 $495,028 $1,139,456
72,631 (1) 2.79% $42.69 5/4/2010 $1,373,292 $3,245,631
51,500 (2) 1.97% $39.07 11/19/2012 $1,265,402 $3,206,777

John M. Lummis 38,574 (1) 1.48% $39.59 9/1/2007 $392,703 $860,825
11,259 (1) 0.43% $35.16 9/1/2007 $122,090 $273,410
5,202 (1) 0.20% $39.59 5/6/2008 $61,686 $137,634
36,254 (1) 1.39% $35.16 5/6/2008 $441,776 $1,005,005
17,950 (1) 0.69% $39.59 5/14/2009 $259,935 $595,860
20,085 (1) 0.77% $35.16 5/14/2009 $288,819 $673,674
28,796 (1) 1.10% $39.59 5/4/2010 $492,664 $1,159,479
30,642 (1) 1.17% $35.16 5/4/2010 $528,503 $1,272,218
20,118 (1) 0.77% $39.59 11/8/2011 $431,707 $1,059,628
38,500 (2) 1.48% $39.07 11/19/2012 $945,980 $2,397,299

John D. Nichols, Jr. 16,476 (1) 0.63% $39.59 11/6/2005 $98,087 $205,316
12,851 (1) 0.49% $39.59 8/6/2006 $98,259 $209,569
17,249 (1) 0.66% $39.59 6/23/2007 $167,608 $365,591
3,786 (1) 0.15% $33.15 6/23/2007 $37,614 $83,930
20,320 (1) 0.78% $39.59 5/6/2008 $240,956 $537,623
5,793 (1) 0.22% $33.15 5/6/2008 $68,391 $156,168
7,571 (1) 0.29% $39.59 5/14/2009 $109,636 $251,323
3,611 (1) 0.14% $37.32 5/14/2009 $54,634 $127,235

-21-

4,068 (1) 0.16% $33.15 5/14/2009 $57,350 $134,609
15,815 (1) 0.61% $39.59 5/4/2010 $270,575 $636,796
11,275 (1) 0.43% $37.32 5/4/2010 $199,328 $476,739
13,494 (1) 0.52% $33.15 5/4/2010 $221,220 $533,334
10,059 (1) 0.39% $39.59 11/8/2011 $215,854 $529,814
38,500 (2) 1.48% $39.07 11/19/2012 $945,980 $2,397,299

(1) Except as set forth in footnote 2 below, the options granted consist
solely of "Reload Options" granted under the Stock Incentive Plans.
Pursuant to the terms of the Stock Incentive Plans, Reload Options are
fully exercisable on the date of grant.

(2) Relates to a special bonus grant which vests at a rate of 25% on each
of November 19, 2003, 2004, 2005 and 2006.

-22-

AGGREGATE STOCK OPTION EXERCISE TABLE

The following table sets forth information regarding the exercise of
Options by Named Executive Officers during 2002. The table also shows the number
and value of unexercised Options held by the Named Executive Officers as of
December 31, 2002.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN THE MONEY OPTIONS
SHARES ACQUIRED VALUE OPTIONS EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED (1) UNEXERCISABLE UNEXERCISABLE (2)
-----------------------------------------------------------------------------------------------------------------------

James N. Stanard 919,170 $13,051,911 692,406/450,000 $3,320,166/$9,597,000

William I. Riker 437,052 $9,366,454 297,375/231,878 $961,217/$4,945,998

David A. Eklund 340,059 $5,637,454 312,692/231,878 $534,918/$4,945,998

John M. Lummis 344,842 $6,913,684 199,610/240,846 $626,053/$4,085,627

John D. Nichols, Jr. 277,738 $5,044,176 126,477/201,306 $99,631/$3,006,280

------------------------
(1) The values realized are based on the fair market value of the Full Voting
Common Shares on the date of exercise less the Option exercise price.

(2) The values are based on the fair market value of the Full Voting Common
Shares on December 31, 2002, less the applicable Option exercise price.

EQUITY COMPENSATION PLAN INFORMATION

----------------------------------------------------------------------------------------------------------------------------------
PLAN CATEGORY (A) NUMBER OF SECURITIES TO (B) WEIGHTED AVERAGE (C) NUMBER OF SECURITIES
BE ISSUED UPON EXERCISE OF EXERCISE PRICE OF REMAINING AVAILABLE FOR
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER EQUITY
WARRANTS AND RIGHTS WARRANTS AND RIGHTS COMPENSATION PLANS
(EXCLUDING SECURITIES
REFLECTED IN COLUMN (A))(2)
----------------------------------------------------------------------------------------------------------------------------------

EQUITY COMPENSATION PLANS 4,179,220 $28.93 4,571,219
APPROVED BY SHAREHOLDERS(1)

----------------------------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLANS, - - -
NOT APPROVED BY
SHAREHOLDERS

----------------------------------------------------------------------------------------------------------------------------------
TOTAL 4,179,220 $28.93 4,571,219

----------------------------------------------------------------------------------------------------------------------------------
(1) Plans previously approved by our shareholders include the 1993 Stock Incentive Plan, the 2001 Stock Incentive Plan and the
Directors Stock Plan.

(2) No shares remain available under the 1993 Stock Incentive Plan.

Long Term Incentive Bonus Program

We maintain a Long Term Incentive Bonus Program for our officers. In
general under the program, bonuses are paid over a four-year period if we
achieve pre-established performance

-23-

targets within the four-year performance cycle. The program provides for
sequential four-year performance cycles; accordingly, additional four-year
periods are expected to become effective under the program each calendar year.
With respect to any fiscal year within the four-year period, 50 percent of an
officer's target bonus amount generally will be payable only if our operating
earnings per share ("EPS") targets were achieved or exceeded for the preceding
fiscal year, and the other 50 percent of the target bonus amount generally will
be payable only if we meet the cumulative Return on Equity ("ROE") targets for
the preceding fiscal year. However, if we do not achieve the target level in one
of the two component target categories (EPS and ROE) in any year, for purposes
of determining a participant's bonus amount for such year, our underperformance
in one category, or in one year, can be offset by our out performance in the
other category, or in another year, to permit total payout at a target level.
The performance targets are established by the Compensation Committee.

The table below sets forth the estimated payments to be made to the
Named Executive Officers with respect to the 2002, 2001, 2000 and 1999 four-year
cycles in place, if the EPS and ROE targets are met. Bonuses under the Long Term
Incentive Bonus Program are payable, at the discretion of the Compensation
Committee, in cash and/or in Options and Restricted Shares granted under the
2001 Stock Incentive Plan. Payments actually received in the calendar years
indicated may include additional amounts earned with respect to future four-year
period cycles. In addition, the amounts below are estimates and amounts to be
paid under the 2002, 2001, 2000 and 1999 plans may vary from such estimates
based on our results.

LONG TERM INCENTIVE BONUS PROGRAM - FUTURE ESTIMATED PAYMENTS

2003 2004 2005 2006
-------------- -------------- ------------- -------------

James N. Stanard $356,930 $163,543 $110,893 $56,400

William I. Riker $187,306 $87,627 $59,417 $30,219

David A. Eklund $187,306 $87,627 $59,417 $30,219

John M. Lummis $129,474 $60,571 $41,071 $20,889

John D. Nichols, Jr. $92,193 $46,947 $34,142 $20,889

Director Compensation

The RenaissanceRe Holdings Ltd. Amended and Restated Non-Employee
Director Stock Plan, as amended (the "Directors Stock Plan"), provides equity
compensation for those of our directors (the "Non-Employee Directors") who are
not employees of RenaissanceRe or its affiliates. The Directors Stock Plan
provides for (i) annual grants of Full Voting Common Shares with an aggregate
fair market value of $20,000, which vest ratably over a three year period; (ii)
annual grants of Options to purchase 12,000 Full Voting Common Shares at an
exercise price equal to the fair market value of the Full Voting Common Shares
on the date of grant or as otherwise determined by the Board, which vest ratably
over a three year period; and (iii) other grants at the discretion of the Board.
Non-Employee Directors also receive an annual retainer of $25,000 under the
Directors Stock Plan. Non-Employee Directors also receive a fee of $1,000 for
each Board meeting attended and a fee of $500 for each Board committee meeting
attended. Additionally, we provide to all directors reimbursement of all
expenses incurred in connection with service on the Board.

-24-

In 2002 and 2001, we did not grant any Options to our Non-Employee
Directors. In 2000 we generally granted each Non-Employee Director an Option to
purchase 36,000 Common Shares, which grant was larger than recent annual grants
and intended to substitute for our customary annual grants in 2002, 2001 and
2000. However, the Committee retains discretion to make additional grants if it
deems necessary or appropriate.

CEO Employment Agreement

Effective as of November 8, 2002, we entered into a Fifth Amended and
Restated Employment Agreement with Mr. Stanard (the "CEO Employment Agreement").
The CEO Employment Agreement provides that Mr. Stanard will serve as Chief
Executive Officer of RenaissanceRe and Renaissance Reinsurance until July 1,
2005, unless terminated earlier as provided therein.

The CEO Employment Agreement currently provides for a base salary of
$450,000 per year. Mr. Stanard is entitled to certain expense reimbursements
related to housing, automobile, traveling and other expenses and is also
entitled to the reimbursement of reasonable business-related expenses incurred
by him in connection with the performance of his duties. Mr. Stanard may receive
an annual bonus consistent with the treatment of our other executive officers at
the discretion of the Compensation Committee. Mr. Stanard is entitled to an
additional annual bonus of $815,000 provided that RenaissanceRe meets the agreed
upon earnings per share targets (the "Additional Bonus"). Mr. Stanard is also
entitled to an additional payment (the "Gross-up Payment") in an amount which,
after reduction of all applicable income taxes incurred by Mr. Stanard in
connection with the Gross-up Payment, is equal to the amount of income tax
payable by Mr. Stanard in respect of the related Additional Bonus. Accordingly,
in 2002, we paid $1,180,650 to Mr. Stanard in respect of his Additional Bonus
and Gross-up Payment, all of which Mr. Stanard elected to receive in Restricted
Shares vesting on the first anniversary of the date of grant. The remaining
Additional Bonus and Gross-up Payment is payable on each of June 30, 2003, 2004
and 2005. The CEO Employment Agreement provides that the Additional Bonus for
each year will be increased or decreased by 2.5% for each 1% increase or
decrease (as the case may be) in the agreed upon earnings per share targets for
the applicable year, provided that, in no event will the Additional Bonus in any
year exceed $1,222,500 or be less than $407,500. The Additional Bonus is
calculated and paid on a cumulative simple average basis in a manner consistent
with the calculation and payment of bonuses under our Long Term Incentive Bonus
Program.

Mr. Stanard is also eligible to earn an incentive bonus of $475,000 per
year (the "Incentive Bonus"), payable in June 30, 2003, June 2004, June 2005,
and June 2006. Incentive Bonuses shall be paid only if we meet cumulative ROE
targets for each immediately preceding fiscal year to be established by the
Board and reflected in our then current business plan. ROE shall be computed on
a cumulative basis; i.e., percentage excesses or shortfalls against annual
targets will be applied toward subsequent fiscal years. Accordingly, an
Incentive Bonus which is not payable for a given fiscal year as a result of our
failure to meet the cumulative ROE target for that year shall be payable in a
later year if we meet the cumulative ROE target for that subsequent year. Mr.
Stanard also received the Incentive Bonus in June 2002, as provided under his
prior employment agreement.

-25-

In addition, the CEO Employment Agreement provides that we shall
generally indemnify Mr. Stanard to the fullest extent provided under Bermuda
law, except in certain limited circumstances.

The CEO Employment Agreement provides that Mr. Stanard shall be
entitled to participate in the Stock Incentive Plans and any successor plan,
such participation to be commensurate with his position as Chief Executive
Officer. Pursuant to the terms of the CEO Employment Agreement, in 2001 we
granted to Mr. Stanard 300,000 Restricted Shares, which vest at the rate of 25%
a year with the first installment vesting as of July 1, 2002. The vesting of the
Restricted Stock and any future awards granted under the Stock Incentive Plans
shall be accelerated in the event of a termination of Mr. Stanard's employment
by us without Cause, or by Mr. Stanard for Good Reason (each as defined in the
CEO Employment Agreement), or by reason of Executive's death or disability
unless, with respect only to future awards, Mr. Stanard is otherwise notified by
us at the time of grant.

The CEO Employment Agreement contains customary provisions relating to
exclusivity of services, non-competition and confidentiality. These provisions
require that Mr. Stanard devote substantially all of his working time to
RenaissanceRe's business, and not engage in competitive business activities. As
described below, the non-competition obligation may extend for up to one year
after termination of Mr. Stanard's employment. In addition, Mr. Stanard is
required to maintain in confidence, and not use for his own benefit, any
business secrets or other confidential information concerning our business or
policies.

The CEO Employment Agreement provides that, in general, upon a
termination of Mr. Stanard's employment for any reason other than death,
disability or, prior to a Change in Control (as defined in the CEO Employment
Agreement), a termination by us without Cause or by Mr. Stanard for Good Reason,
Mr. Stanard may not engage in business practices competitive with our business
for a period of one year from termination. In exchange for this non-competition
obligation, Renaissance Reinsurance is required to pay Mr. Stanard an amount
equal to his then current base salary and the highest regular discretionary
bonus paid or payable to Mr. Stanard over the preceding three fiscal years, in
twelve equal monthly installments. Upon certain terminations of employment, we
may, within 14 days of such termination, elect not to enforce the
non-competition obligation, in which case we are not obligated to pay the
amounts described in the preceding sentence. The CEO Employment Agreement also
provides for acceleration of the Additional Bonus and Gross-up Payment upon
certain terminations. These payments may be payable on the date of the
termination or on the last day of the non-competition period, depending on the
reason for termination and whether a Change in Control has occurred.

In the event that a Change in Control occurs and, on or within one year
following the date thereof, Mr. Stanard's employment is terminated without Cause
or voluntarily by him for Good Reason, we will be required to pay him within
fifteen days following the date of such termination, in lieu of the payments
described in the immediately preceding paragraph, a lump sum cash amount equal
to two times the sum of (i) the highest rate of annual salary in effect during
the term of the CEO Employment Agreement plus (ii) the highest regular annual
bonus paid or payable to Mr. Stanard over the preceding three fiscal years
(excluding the Additional Bonus, the Incentive Bonus and any extraordinary or
non-recurring bonus).

-26-

The CEO Employment Agreement also provides that, in the event of a
termination by us of Mr. Stanard's employment without Cause, by Mr. Stanard with
Good Reason, or by reason of Mr. Stanard's death or disability, Mr. Stanard will
be paid an Incentive Bonus equal to the aggregate amount of Incentive Bonuses
payable through June 2006 reduced by the aggregate amount of all previous
Incentive Bonuses paid to Mr. Stanard. These payments are required to be made
irrespective of whether applicable ROE targets have been met.

Employment Agreements with Other Named Executive Officers

Effective as of November 8, 2002, we entered into amended and restated
employment agreements with each of Messrs. Riker, Eklund, Lummis and Nichols.
The structure and terms of these agreements are substantially similar except as
described in more detail below. Under these agreements, the executives receive
(i) a base salary at a rate to be determined by the Board of Directors of
RenaissanceRe in its discretion, upon the recommendation of RenaissanceRe's
Chief Executive Officer; (ii) discretionary bonuses; and (iii) expense
reimbursement for housing and automobile expenses, including a tax reimbursement
payment to the extent reimbursement of housing expenses results in additional
income tax liability. The agreements contain provisions relating to exclusivity
of services, non-competition and confidentiality, which are similar to those
contained in the CEO Employment Agreement. In addition, the agreements provide
that the entity that employs the executive officer (whether the Company or an
affiliate) shall generally indemnify these officers to the fullest extent
provided by Bermuda law, except in certain limited circumstances.

Upon termination of an executive's employment for any reason other than
death or disability, we will be required to continue to pay the executive, for a
period of up to two years in the case of Messrs. Eklund and Riker, and up to one
year in the case of Messrs. Lummis and Nichols, of his then current base salary
and an amount equal to the highest regular annual bonus paid or payable to the
executive over the preceding three fiscal years; provided, however, that in the
case of a termination without cause of Messrs. Lummis or Nichols, in a context
not involving a Change in Control (as defined in the agreements), we will make
payments equal to an aggregate of $457,000 for Mr. Lummis and $395,000 for Mr.
Nichols. These payments will be made in equal monthly installments commencing
one month after the executive's termination of employment and are paid in
exchange for the executive's undertaking not to compete with us for a designated
period. Under certain circumstances, we may elect not to enforce the executive's
non-compete obligations and, therefore, not to make the payments described in
the preceding sentence.

In the event that a Change in Control occurs and, on or within two
years following the date of such Change in Control, the applicable executive's
employment is terminated without Cause, or the applicable executive terminates
his employment for "Good Reason," in lieu of the amounts described above, we
would be required to pay such executive within fifteen days following the date
of such termination, a lump sum cash amount equal to two times the sum of (i)
the highest rate of annual salary in effect during the term of the executive's
employment agreement plus (ii) the highest regular annual bonus paid or payable
to the applicable executive over the preceding three fiscal years excluding any
extraordinary or non-recurring bonus (the "Change in Control Payment"). In
addition, the shares of Restricted Stock that were granted to the executives
under the employment agreements will, to the extent not vested, become fully
vested on the date of such termination.

-27-

Unless sooner terminated as provided in the applicable agreement, Mr.
Riker's agreement expires on June 30, 2003, Mr. Eklund's agreement expires on
June 30, 2004 and both Messrs. Lummis' and Nichols' agreements expire on June 1,
2003; provided, that the term of the agreements for each of Messrs. Lummis and
Nichols will automatically be extended for an additional one-year period on June
1 of each calendar year, unless we or Mr. Lummis or Mr. Nichols, as the case may
be, gives 30 days' notice of election not to extend the term.

Stock Bonus Program

We maintain the Stock Bonus Program pursuant to which the Board may
issue Common Shares under the 2001 Stock Incentive Plan. Generally, under the
Stock Bonus Program, eligible employees may elect to receive a grant of Common
Shares of up to 50% of their bonus in lieu of cash, with an associated matching
grant of an equal number of Restricted Shares. The Restricted Shares vest
ratably over four years. In 2002, each of our Named Executive Officers elected
to receive his entire Annual Bonus in Restricted Shares which vest on the first
anniversary of grant. During the restricted period, the employee receives
dividends on and votes the Restricted Shares, but the Restricted Shares may not
be sold, transferred or assigned. In 2002, we issued 278,697 Common Shares and
101,536 matching Restricted Shares under the Stock Bonus Program having an
aggregate value of approximately $14.6 million.

Co-investments

Certain officers of RenaissanceRe have made investments in investment
funds in which RenaissanceRe also invests. None of these officers receives any
compensation in connection with such investments or exercises any management
discretion over any such investment fund. All such investments have been
approved by the Board.

-28-

PROPOSAL 1 -- THE BOARD NOMINEES PROPOSAL

Our Bye-laws provide for a classified Board, divided into three classes
of approximately equal size. Each director serves a three-year term. At the
Annual Meeting, our shareholders will elect the Class II Directors, who will
serve until our 2006 Annual Meeting. Our incumbent Class III Directors are
scheduled to serve until our 2004 Annual Meeting and our incumbent Class I
Directors are scheduled to serve until our 2005 Annual Meeting.

Three directors are nominated for election at the Annual Meeting. If
any Nominee shall, prior to the Annual Meeting, become unavailable for election
as a director, the persons named in the accompanying form of proxy will vote for
such other Nominee, if any, in their discretion as may be recommended by the
Board.

NOMINEES

CLASS II DIRECTORS (WHOSE TERMS
-------------------------------
WILL EXPIRE (IF ELECTED) IN 2006):
----------------------------------

NAME AGE POSITION
Thomas A. Cooper 66 Director
W. James MacGinnitie 64 Director
James N. Stanard 54 Director

CONTINUING DIRECTORS

CLASS III DIRECTORS
-------------------
(WHOSE TERMS EXPIRE IN 2004):
-----------------------------

NAME AGE POSITION
William F. Hecht 59 Director
William I. Riker 43 Director

CLASS I DIRECTORS (WHOSE TERMS
------------------------------
EXPIRE IN 2005):
----------------

NAME AGE POSITION
Edmund B. Greene 64 Director
Brian Hall 61 Director
Scott E. Pardee 66 Director

-29-

RECOMMENDATION AND VOTE

Approval of our Board Nominees Proposal requires the affirmative vote
of a majority of the voting rights attached to the Common Shares present, in
person or by proxy, at the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL
OF THE BOARD NOMINEES PROPOSAL.

-30-

PROPOSAL 2 -- THE AUDITORS PROPOSAL

Upon recommendation of the Audit Committee, the Board proposes that the
shareholders appoint the firm of Ernst & Young to serve as our independent
auditors for the 2003 fiscal year until the 2004 Annual Meeting. Ernst & Young
served as our independent auditors for the 2002 fiscal year. A representative of
Ernst & Young will attend the Annual Meeting and will be available to respond to
questions and may make a statement if he or she so desires. Shareholders at the
Annual Meeting will also be asked to vote to refer the determination of the
auditors' remuneration to the Board.

Fees billed to us by Ernst & Young during the 2002 and 2001 fiscal years:

Audit Fees.

Audit Fees billed to us by Ernst & Young during our 2002 fiscal year
for (a) the audit of our annual financial statements, (b) review of our
quarterly financial statements, (c) statutory audits and (d) assistance with and
review of documents filed with the Commission (including comfort letters and
consents) totaled $668,600. Audit Fees billed to us by Ernst & Young for these
services during our 2001 fiscal year totaled $538,000.

Audit-Related Fees.

Audit Related Fees billed to us by Ernst & Young totaled $81,500
during our 2002 fiscal year and $15,000 during our 2001 fiscal year and are
principally derived from due diligence assistance related to the review of
potential strategic transactions.

Tax Fees.

Fees billed to us by Ernst & Young during our 2002 fiscal year for all
tax related services rendered to us totaled $42,000. Fees billed to us by Ernst
& Young during our 2001 fiscal year for all tax related services rendered to us
totaled $194,900.

All Other Fees.

Ernst & Young did not perform any such "other services" during our
2002 or 2001 fiscal years.

The Audit Committee has considered whether any information technology
and non-audit consulting services provided by Ernst & Young could impair the
independence of Ernst & Young. No such services have been provided by Ernst &
Young during 2002 and 2001 and thus the Audit Committee concluded that such
services did not impair the auditor's independence.

All engagements of Ernst & Young to provide audit, audit related and
tax services to the Company during 2002 were pre-approved by the Audit
Committee.

As noted above, the Audit Committee is responsible for managing our
relationship with our independent auditors (subject to shareholder ratification
as provided by Bermuda law). The Audit Committee has the sole authority to hire
and employ our auditors. The Audit Committee regularly reviews the auditors'
work plan, staffing comments, bills and work product.

-31-

Accordingly, it is our policy that all proposed engagements by our current audit
firm must be approved in advance by the Audit Committee.

RECOMMENDATION AND VOTE

Approval of our Auditors Proposal requires the affirmative vote of a
majority of the voting rights attached to the Common Shares present, in person
or by proxy, at the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL
OF THE AUDITORS PROPOSAL.

-32-

ADDITIONAL INFORMATION

Other Action at the Annual Meeting

A copy of our Annual Report to Shareholders for the year ended December
31, 2002, including financial statements for the year ended December 31, 2002
and the auditors' report thereon, has been sent to all shareholders. The
financial statements and auditors' report will be formally laid before the
Annual Meeting, but no shareholder action is required thereon.

As of the date of this Proxy Statement, we have no knowledge of any
business, other than that we have described herein, that will be presented for
consideration at the Annual Meeting. In the event any other business is properly
presented at the Annual Meeting, it is intended that the persons named in the
accompanying proxy will have authority to vote such proxy in accordance with
their judgment on such business.

Shareholder Proposals for 2004 Annual General Meeting of Shareholders

Shareholder proposals must be received in writing by the Secretary of
RenaissanceRe no later than January 3, 2004 and must comply with the
requirements of the Securities and Exchange Commission and our Bye-laws in order
to be considered for inclusion in our proxy statement and form of proxy relating
to the Annual General Meeting to be held in 2004. Such proposals should be
directed to the attention of the Secretary, RenaissanceRe Holdings Ltd., P.O.
Box HM 2527, Hamilton, HMGX, Bermuda. Shareholders who intend to nominate
persons for election as directors at our general meetings must comply with the
advance notice procedures and other provisions set forth in our Bye-laws in
order for such nominations to be properly brought before that general meeting.
These provisions require, among other things, that written notice from not less
than twenty shareholders holding in the aggregate not less than 10% of the
outstanding paid up share capital of RenaissanceRe be received by the Secretary
of RenaissanceRe not less than 60 days prior to the general meeting.

If a shareholder proposal is introduced at the 2004 annual general
meeting of shareholders without any discussion of the proposal in our proxy
statement, and the shareholder does not notify us on or before March 9, 2004 as
required by SEC Rule 14a-4 (c)(1), of the intent to raise such proposal at the
annual general meeting of shareholders, then proxies received by us for the 2004
Annual General Meeting will be voted by the persons named as such proxies in
their discretion with respect to such proposal. Notice of such proposal is to be
sent to the above address.

-33-

[FORM OF PROXY CARD]

RENAISSANCERE HOLDINGS LTD.

THIS PROXY IS SOLICITED ON BEHALF OF RENAISSANCERE HOLDINGS LTD. IN CONNECTION
WITH ITS ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 28, 2003.

The undersigned shareholder of RenaissanceRe Holdings Ltd. (the "Company")
hereby appoints Martin J. Merritt and Stephen H. Weinstein, and each of them, as
proxies, each with the power to appoint his or her substitute, and authorizes
them to represent and vote as designated in this Proxy, all of the Common Shares
and Diluted Voting Class I Common Shares, $1.00 par value each per share
(collectively, the "Common Shares"), of the Company held of record by the
undersigned shareholder on March 3, 2003 at the Annual General Meeting of
Shareholders of the Company to be held on May 28, 2003, and at any adjournment
or postponement thereof, with all powers which the undersigned would possess if
personally present, with respect to the matters listed on this Proxy. In their
discretion, the proxies are authorized to vote such Common Shares upon such
other business as may properly come before the Annual General Meeting.

THE SUBMISSION OF THIS PROXY IF PROPERLY EXECUTED REVOKES ALL PRIOR PROXIES.

IF THIS PROXY IS EXECUTED AND RETURNED BUT NO INDICATION IS MADE AS TO WHAT
ACTION IS TO BE TAKEN, IT WILL BE DEEMED TO CONSTITUTE A VOTE IN FAVOR OF EACH
OF THE PROPOSALS SET FORTH ON THIS PROXY.

ADDRESS CHANGE/COMMENTS (MARK THE CORRESPONDING BOX ON THE REVERSE SIDE)
[BLANK TABLE FOLLOWS]
--------------------------------------------------------------------------------
FOLD AND DETACH HERE

YOU CAN NOW ACCESS YOUR RENAISSANCERE HOLDINGS LTD. ACCOUNT ONLINE.

Access your RenaissanceRe Holdings Ltd. shareholder account online via Investor
ServiceDirect(sm) (ISD).

Mellon Investor Services LLC, agent for RenaissanceRe Holdings Ltd., now makes
it easy and convenient to get current information on your shareholder account.
After a simple, and secure process of establishing a Personal Identification
Number (PIN), you are ready to log in and access your account to:

o View account status o Make address changes
o View certificate history o Establish/change your PIN
o View book-entry information o Obtain a duplicate 1099 tax form
o View payment history for dividends

VISIT US ON THE WEB AT HTTP://WWW.MELLONINVESTOR.COM
AND FOLLOW THE INSTRUCTIONS SHOWN ON THIS PAGE.

STEP 1: FIRST TIME USERS - ESTABLISH A PIN

You must first establish a Personal Identification Number (PIN) online by
following the directions provided in the upper right portion of the web screen
as follows. You will also need your Social Security Number (SSN) or Investor ID
available to establish a PIN.

THE CONFIDENTIALITY OF YOUR PERSONAL INFORMATION IS PROTECTED USING SECURE
SOCKET LAYER (SSL) TECHNOLOGY.

o SSN or Investor ID
o PIN
o Then click on the |Establish PIN| button

Please be sure to remember your PIN, or maintain it in a secure place for future
reference.

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STEP 2: LOG IN FOR ACCOUNT ACCESS

You are now ready to log in. To access your account please enter your:
o SSN or Investor ID
o PIN
o Then click on the |Submit| button

If you have more than one account, you will now be asked to select the
appropriate account.

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STEP 3: ACCOUNT STATUS SCREEN

You are now ready to access your account information. Click on the appropriate
button to view or initiate transactions.

o Certificate History
o Book-Entry Information
o Issue Certificate
o Payment History
o Address Change
o Duplicate 1099

FOR TECHNICAL ASSISTANCE CALL 1-877-978-7778 BETWEEN

9AM-7PM MONDAY-FRIDAY EASTERN TIME

Please Mark Here for
Address Change or Comments
SEE REVERSE SIDE

1. To elect three Class II directors to serve until our 2006 Annual Meeting.

FOR WITHHOLD FOR ALL EXCEPT
[ ] [ ] [ ]

CLASS II DIRECTORS:
------------------

01 James N. Stanard 02 Thomas A. Cooper 03 W. James MacGinnitie

IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE "FOR
ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME. YOUR SHARES WILL
BE VOTED FOR THE REMAINING NOMINEE.

2. To appoint the firm of Ernst & Young, independent auditors, to serve as our FOR AGAINST ABSTAIN
independent auditors for the 2003 fiscal year until our 2004 Annual Meeting, [ ] [ ] [ ]
and to refer the determination of the auditors' remuneration to the Board.

THE BOARD OF DIRECTORS OF RENAISSANCERE HOLDINGS LTD. UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE NOMINEES AND EACH OF THE PROPOSALS LISTED
ABOVE.

Please sign your name or names exactly as it appears on your share
certificate(s). When signing as attorney, executor, administrator, trustee,
guardian or corporate executor, please give your full title as such. For joint
accounts, all co-owners should sign.

Dated: , 2003
--------------------------------

---------------------------------------------
Shareholder sign here

---------------------------------------------
Co-owner sign here

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FOLD AND DETACH HERE