RENAISSANCERE HOLDINGS LTD
INVESTORS' RIGHTS AGREEMENT
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<DESCRIPTION>INVESTORS' RIGHTS AGREEMENT
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                                                                  EXECUTION COPY


                           INVESTORS' RIGHTS AGREEMENT

         This INVESTORS' RIGHTS AGREEMENT, dated as of April 3, 2001, is entered
into by and among RenaissanceRe Holdings Ltd., a company organized under the
laws of Bermuda (the "Company"), PT Investments, Inc., a Delaware corporation
("PT Investments") and Kingsway PT Limited Partnership ("Kingsway"). PT
Investments and Kingsway are referred to herein individually as an "Investor"
and collectively as the "Investors".

                                    RECITALS

         WHEREAS, the Company wishes to grant to the Investors rights to have
Common Shares registered under the Securities Act of 1933, as amended (the
"Securities Act"), upon the terms and subject to the conditions of this
Agreement;

         WHEREAS, Schedule I hereto sets forth the number of Common Shares held
by each Investor; and

         WHEREAS, the Company wishes to grant to PT Investments rights to
designate a representative to attend all meetings of the Company's Board of
Directors (the "Board") and any committee thereof in a nonvoting-observer
capacity, upon the terms and subject to the conditions of this Agreement;

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

SECTION 1. REGISTRATION RIGHTS.

         (a)      Definitions.

         As used in this Agreement:

                  (i) "Commission" shall mean the U.S. Securities and Exchange
         Commission or any other federal agency at the time administering the
         Securities Act;

                  (ii) "Common Shares" means any of the Company's Diluted Voting
         Class I Common Shares (the "DVI Shares") or full voting Common Shares
         ("Full Voting Common Shares"), each par value $1.00 per share;

                  (iii) an "ERISA Conflict" shall be deemed to result for the
         purposes of this Agreement, as to any contemplated action, if either of
         the Investors shall furnish an opinion of outside counsel to the effect
         that a reasonable possibility exists that such action will result in a
         violation of the Employee Retirement Income Security Act of 1974, as
         amended;

                  (iv) "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended;

                  (v) the term "Holder" shall mean any holder of Registrable
         Securities;
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                  (vi) the terms "register," "registered" and "registration"
         refer to a registration effected by preparing and filing a registration
         statement in compliance with the Securities Act (and any post-effective
         amendments filed or required to be filed) and the declaration or
         ordering of effectiveness of such registration statement;

                  (vii) the term "Registrable Securities" means (A) all of the
         DVI Shares held by PT Investments (B) all of the Full Voting Common
         Shares held by Kingsway and (C) any capital shares of the Company
         issued as a dividend or other distribution with respect to, or in
         exchange for or in replacement of, the Common Shares referred to in
         clause (A) or (B) above; provided, however, that the Company shall be
         required to honor a demand for registration of DVI Shares only if it
         shall be a condition to the delivery of the DVI Shares contemplated by
         such registration that, immediately following the sale thereof by the
         holder, such DVI Shares shall be converted into Full Voting Common
         Shares.

                  (viii) "Registration Expenses" shall mean all expenses
         incurred by the Company in compliance with Section 1(b) hereof,
         including, without limitation, all registration and filing fees,
         printing expenses, fees and disbursements of counsel for the Company
         and all fees and disbursements of counsel for the Investors, blue sky
         fees and expenses and the expense of any special audits incident to or
         required by any such registration (but excluding the compensation of
         regular employees of the Company, which shall be paid in any event by
         the Company); and

                  (ix) "Selling Expenses" shall mean all underwriting discounts
         and selling commissions applicable to the sale of Registrable
         Securities.

         (b) Company Registration.

                  (i) During any period of time in which PT Investments shall
         not have registered any Registrable Securities pursuant to a shelf
         registration under Section 1(c) below (but only during such period), if
         the Company shall determine to register any of its equity securities
         either for its own account or for the account of a security holder or
         holders, other than a registration relating solely to employee benefit
         plans, or a registration relating solely to a Rule 145 transaction, or
         a registration on any registration form which does not permit secondary
         sales or does not include substantially the same information as would
         be required to be included in a registration statement covering the
         sale of Registrable Securities, the Company will:

                           (A) give, within five (5) business days of the date
                  the Company expects to file such registration statement, to
                  the Investors a written notice thereof (which shall include a
                  list of the jurisdictions in which the Company intends to
                  attempt to qualify such securities under the applicable blue
                  sky or other state securities laws); and

                           (B) include in such registration (and any related
                  qualification under blue sky laws or other compliance), and in
                  any underwriting involved therein, all the Registrable
                  Securities specified in a written request or requests, made by
                  the Investors within two (2) days after receipt of the written
                  notice from the Company

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                  described in clause (i) above, except as set forth in Section
                  1(b)(ii) below. Such written request may specify all or a part
                  of the Investor's Registrable Securities.

                  (ii) Underwriting. If the registration of which the Company
         gives notice is for a registered public offering involving an
         underwriting, the Company shall so advise the Investors as a part of
         the written notice given pursuant to Section 1(b)(i)(A). In such event,
         the rights of the Investors to registration pursuant to this Section
         1(b) shall be conditioned upon the Investors' participation in such
         underwriting and the inclusion of the Investors' Registrable Securities
         in the underwriting to the extent provided herein. The Investors shall
         (together with the Company) enter into an underwriting agreement in
         customary form with the representative of the underwriter or
         underwriters selected for underwriting by the Company, provided that no
         underwriter whose selection would result in an ERISA Conflict may
         participate in any such underwriting. Notwithstanding any other
         provision of this Section 1(b), if the representative determines that
         marketing factors require a limitation on the number of shares to be
         underwritten, the Company shall so advise the Investors, and the number
         of shares of securities that are entitled to be included in the
         registration and underwriting shall be allocated in the following
         manner: The securities of the Company held by officers and directors of
         the Company (other than Registrable Securities) shall be excluded from
         such registration and underwriting to the extent required by such
         limitation, and, if a limitation on the number of shares is still
         required, the number of shares that may be included in the registration
         and underwriting by the Investor shall be reduced by such minimum
         number of shares as is necessary to comply with such limitation. If the
         Investors or any officer or director of the Company disapproves of the
         terms of any such underwriting, he may elect to withdraw therefrom by
         written notice to the Company and the underwriter. Any Registrable
         Securities or other securities excluded or withdrawn from such
         underwriting shall be withdrawn from such registration.

                  (iii) Number. The Investor shall be entitled to have its
         shares included in an unlimited number of registrations pursuant to
         this Section 1(b).

         (c) Form S-3. The Company shall use its best efforts to qualify for
registration on Form S-3 for secondary sales. After the Company has qualified
for the use of Form S-3, PT Investments shall have the right to request
unlimited registrations on Form S-3 (such requests shall be in writing and shall
state the number of shares of Registrable Securities to be disposed of and the
intended method of disposition of shares by the Investor), subject only to the
following:

                  (i) The Company shall not be required to effect a registration
         pursuant to this Section 1(c) unless PT Investments proposes to dispose
         of shares of Registrable Securities resulting in aggregate proceeds
         (before deduction of underwriting discounts and expenses of sale) of
         more than $10,000,000.

                  (ii) The Company shall not be required to effect a
         registration pursuant to this Section 1(c) if the Company shall furnish
         to PT Investments a certificate signed by the President or Chief
         Executive Officer of the Company stating that in the good faith
         judgment of the Board, it would be seriously detrimental to the Company
         and its shareholders for such registration statement to be filed and it
         is therefore essential to



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         defer the filing of such registration statement. In such event, the
         Company shall have the right to defer the filing of the registration
         statement no more than once during any 12 month period for a period of
         not more than 120 days after receipt of the request of the Company
         under this Section 1(c).

                  (iii) The Company shall not be obligated to effect any
         registration pursuant to this Section 1(c) in any particular
         jurisdiction in which the Company would be required to execute a
         general consent to service of process in effecting such registration,
         qualification or compliance, unless the Company is already subject to
         service in such jurisdiction and except as may be required by the
         Securities Act or applicable rules or regulations thereunder.

         (d) Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Section 1 shall be borne by the Company, and all Selling Expenses shall be borne
by the Investors; provided, however, that the Company shall not be required to
pay any Registration Expenses if, as a result of the withdrawal of a request for
registration by an Investor, the registration statement does not become
effective, in which case such Investor shall bear such Registration Expenses.

         (e) Indemnification.

                  (i) The Company will indemnify each of the Investors, as
         applicable, each of its officers, directors and partners, and each
         person controlling each of the Investors, with respect to each
         registration which has been effected pursuant to this Section 1, and
         each underwriter, if any, and each person who controls any underwriter,
         against all claims, losses, damages and liabilities (or actions in
         respect thereof) arising out of or based on any untrue statement (or
         alleged untrue statement) of a material fact contained in any
         prospectus, offering circular or other document (including any related
         registration statement, notification or the like) incident to any such
         registration, qualification or compliance, or based on any omission (or
         alleged omission) to state therein a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, or any violation by the Company of the Securities Act or
         any rule or regulation thereunder applicable to the Company and
         relating to action or inaction required of the Company in connection
         with any such registration, qualification or compliance, and will
         reimburse each of the Investors, each of its officers, directors and
         partners, and each person controlling each of the Investors, each such
         underwriter and each person who controls any such underwriter, for any
         legal and any other expenses reasonably incurred in connection with
         investigating and defending any such claim, loss, damage, liability or
         action, provided that the Company will not be liable in any such case
         to the extent that any such claim, loss, damage, liability or expense
         arises out of or is based on any untrue statement or omission based
         upon written information furnished to the Company by the Investors with
         respect to the Investors or underwriter with respect to such
         underwriter and stated to be specifically for use therein.

                  (ii) Each of the Investors will, if Registrable Securities
         held by such Investor are included in the securities as to which such
         registration, qualification or compliance is being effected, indemnify
         the Company, each of its directors and officers and each


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         underwriter, if any, of the Company's securities covered by such a
         registration statement, and each person who controls the Company or
         such underwriter within the meaning of the Securities Act and the rules
         and regulations thereunder against all claims, losses, damages and
         liabilities (or actions in respect thereof) arising out of or based on
         any untrue statement (or alleged untrue statement) of a material fact
         with respect to the Investors contained in any such registration
         statement, prospectus, offering circular or other document made by the
         Investors, or any omission (or alleged omission) to state therein a
         material fact with respect to the Investors required to be stated
         therein or necessary to make the statements by the Investors therein
         not misleading, and will reimburse the Company and such directors,
         officers, partners, persons, underwriters or control persons for any
         legal or any other expenses reasonably incurred in connection with
         investigating or defending any such claim, loss, damage, liability or
         action, in each case to the extent, but only to the extent, that such
         untrue statement (or alleged untrue statement) or omission (or alleged
         omission) is made in such registration statement, prospectus, offering
         circular or other document in reliance upon and in conformity with
         written information furnished to the Company by the Investors with
         respect to the Investors and stated to be specifically for use therein;
         provided, however, that the obligations of the Investors hereunder
         shall be limited to an amount equal to the proceeds to the Investors of
         securities sold as contemplated herein.

                  (iii) Each party entitled to indemnification under this
         Section 1(e) (the "Indemnified Party") shall give notice to the party
         required to provide indemnification (the "Indemnifying Party") promptly
         after such Indemnified Party has actual knowledge of any claim as to
         which indemnity may be sought, and shall permit the Indemnifying Party
         to assume the defense of any such claim or any litigation resulting
         therefrom provided that counsel for the Indemnifying Party, who shall
         conduct the defense of such claim or any litigation resulting therefrom
         shall be approved by the Indemnified Party (whose approval shall not
         unreasonably be withheld) and the Indemnified Party may participate in
         such defense at such party's expense (unless the Indemnified Party
         shall have reasonably concluded that there may be a conflict of
         interest between the Indemnifying Party and the Indemnified Party in
         such action, in which case the fees and expenses of counsel shall be at
         the expense of the Indemnifying Party), and provided further that the
         failure of any Indemnified Party to give notice as provided herein
         shall not relieve the Indemnifying Party of its obligations under this
         Section 1 unless the Indemnifying Party is materially prejudiced
         thereby. No Indemnifying Party, in the defense of any such claim or
         litigation, shall, except with the consent of each Indemnified Party,
         consent to entry of any judgment or enter into any settlement which
         does not include as an unconditional term thereof the giving by the
         claimant or plaintiff to such Indemnified Party of a release from all
         liability in respect to such claim or litigation. Each Indemnified
         Party shall furnish such information regarding itself or the claim in
         question as an Indemnifying Party may reasonably request in writing and
         as shall be reasonably required in connection with the defense of such
         claim and litigation resulting therefrom.

                  (iv) If the indemnification provided for in this Section 1(e)
         is held by a court of competent jurisdiction to be unavailable to an
         Indemnified Party with respect to any loss, liability, claim, damage or
         expense referred to herein, then the Indemnifying Party, in lieu


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         of indemnifying such Indemnified Party hereunder, shall contribute to
         the amount paid or payable by such Indemnified Party as a result of
         such loss, liability, claim, damage or expense in such proportion as is
         appropriate to reflect the relative fault of the Indemnifying Party on
         the one hand and of the Indemnified Party on the other in connection
         with the statements or omissions which resulted in such loss,
         liability, claim, damage or expense, as well as any other relevant
         equitable considerations. The relative fault of the Indemnifying Party
         and of the Indemnified Party shall be determined by reference to, among
         other things, whether the untrue or alleged untrue statement of a
         material fact or the omission to state a material fact relates to
         information supplied by the Indemnifying Party or by the Indemnified
         Party and the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission.

                  (v) Notwithstanding the foregoing, to the extent that the
         provisions on indemnification and contribution contained in the
         underwriting agreement entered into in connection with any underwritten
         public offering contemplated by this Agreement are in conflict with the
         foregoing provisions, the provisions in such underwriting agreement
         shall be controlling.

                  (vi) The foregoing indemnity agreement of the Company and the
         Investors is subject to the condition that, insofar as they relate to
         any loss, claim, liability or damage made in a preliminary prospectus
         but eliminated or remedied in the amended prospectus on file with the
         Commission at the time the registration statement in question becomes
         effective or the amended prospectus filed with the Commission pursuant
         to Commission Rule 424(b) (the "Final Prospectus"), such indemnity
         agreement shall not inure to the benefit of any underwriter if a copy
         of the Final Prospectus was furnished to the underwriter and was not
         furnished to the person asserting the loss, liability, claim or damage
         at or prior to the time such action is required by the Securities Act.

                  (vii) Any indemnification payments required to be made to an
         Indemnified Party under this Section 1(e) shall be made as the related
         claims, losses, damages, liabilities or expenses are incurred.

         (f) Information by the Investor. Each of the Investors shall furnish to
the Company such information regarding the Investor and the distribution
proposed by such Investor as the Company may reasonably request in writing and
as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Section 1. In addition, the PT
Investments shall from time to time notify the Company of any sales made under
any shelf registration hereunder, and shall promptly notify the Company when it
has sold all of the shares covered by any such registration statement. The
Investors shall not be required, in connection with any underwriting
arrangements entered into in connection with any registration, to provide any
information, representations or warranties, or covenants with respect to the
Company, its business or its operations and the Investors shall not be required
to provide any indemnification with respect to any registration statement except
as specifically provided for in Section 1(e)(ii) hereof.

         (g) Rule 144 Reporting.

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         With a view to making available the benefits of certain rules and
regulations of the Commission which may permit the sale of the restricted
securities to the public without registration, the Company agrees to:

                           (A) make and keep public information available as
                  those terms are understood and defined in Rule 144, at all
                  times from and after 90 days after the date hereof;

                           (B) use its best efforts to file with the Commission
                  in a timely manner all reports and other documents required of
                  the Company under the Securities Act and the Exchange Act at
                  all times that it is subject to such reporting requirements;
                  and

                           (C) so long as the Investor owns any Registrable
                  Securities, furnish to the Investor upon request, a written
                  statement by the Company as to its compliance with the
                  reporting requirements of Rule 144, and of the Securities Act
                  and the Exchange Act (it is subject to such reporting
                  requirements), a copy of the most recent annual or quarterly
                  report of the Company, and such other reports and documents so
                  filed as the Investor may reasonably request in availing
                  itself of any rule or regulation of the Commission allowing
                  the Investor to sell any such securities without registration.

         (h) "Market Stand-off" Agreement. Each of the Investors agrees, if
requested by the Company and an underwriter of Common Shares (or other
securities) of the Company, not to sell or otherwise transfer or dispose of any
Common Shares (or other securities) of the Company held by the Investors during
the 90-day period following the effective date of a registration statement of
the Company filed under the Securities Act; provided, that all officers and
directors of the Company enter into similar agreements on terms no more
favorable than the Investors and such agreements have not been waived; and
provided, further that the Investors shall not be required to restrict the
transfer of up to 500,000 Common Shares covered by a shelf registration pursuant
to Section 1(c) above or otherwise eligible for sale in the public market.

         If requested by the underwriters, the Investors shall execute a
separate agreement to the foregoing effect. The Company may impose stop-transfer
instructions with respect to the Common Shares (or other securities) subject to
the foregoing restriction until the end of said 90-day period. The provisions of
this Section 1(h) shall be binding upon any transferee who acquires Registrable
Securities, whether or not such transferee is entitled to the registration
rights provided hereunder.

SECTION 2. OBSERVATION RIGHTS.

         For so long as PT Investments owns at least 741,229 Common Shares, PT
Investments shall have the right to designate a representative, acceptable to
the Company (which acceptance shall not be unreasonably withheld), to attend all
meetings of the Board and any committees thereof in a nonvoting-observer
capacity and the Company shall give such representative copies of all minutes,
consents and other material it provides to its directors; provided, however,
that such representative shall agree to hold in confidence and trust all
information so provided; and


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provided further, that the Company reserves the right to withhold any
information and to exclude such representative from any meeting or portion
thereof if access to such information or attendance at such meeting could
adversely affect the attorney-client privilege between the Company and its
counsel. The Company shall reimburse the reasonable out-of-pocket expenses
incurred by PT Investments' designee in connection with traveling to and
attending meetings of the Company's Board.

SECTION 3. MISCELLANEOUS.

         (a) Assignability. This Agreement shall be binding upon and inure to
the benefit of the respective heirs, personal representatives, successors and
assigns of the parties hereto.

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

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

                           (B) if to the Company, at its offices, currently
                  Renaissance House, East Broadway, Pembroke HMGX, Bermuda,
                  marked for the attention of the President, with a copy to the
                  Secretary of the Company, or at such other address as it may
                  have furnished in writing to each of the Institutional
                  Investors, with a copy to: Willkie Farr & Gallagher, 787
                  Seventh Avenue, New York, New York 10019, Attention: John S.
                  D'Alimonte.

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

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

         (d) Entire Agreement; Termination. This Agreement constitutes the
entire understanding of the parties hereto with respect to the matters to which
it relates and supercedes all prior understandings among such parties with
respect to such matters, including without limitation the Amended and Restated
Registration Rights Agreement (the "Old Registration Rights Agreement") and the
Amended and Restated Shareholders Agreement (the "Old Shareholders Agreement"),
both dated as of March 23, 1998, by and among the parties signatory to this
Agreement, Warburg, Pincus Investors, L.P., GE Investment Private Placement
Partners I-Insurance, Limited Partnership, United States Fidelity and Guaranty
Company, and for the Old Registration Rights Agreement only, the individuals
whose names and addresses appear on Schedule I thereto. This Agreement may be
amended, and the observance of any term of this


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Agreement may be waived, with (and only with) the written consent of the Company
and the Investors.

         PT Investments and the Company hereby each irrevocably terminate all
rights, obligations and covenants relating to or arising out of each of the Old
Registration Rights Agreement and the Old Shareholders Agreement, effective
immediately. Following such termination, neither party hereto shall have any
surviving rights, duties or obligations of any kind whatsoever pursuant to or
arising out of such terminated agreements.

         (e) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.



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         IN WITNESS WHEREOF, the Company and the Investors have executed this
Agreement effective for all purposes as of the date first written above.

                                RENAISSANCERE HOLDINGS LTD.


                                By: /s/  James N. Stanard
                                    --------------------------------------------
                                    Name:  James N. Stanard
                                    Title:  Chairman, President and Chief
                                    Executive Officer



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



                                PT INVESTMENTS, INC.


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



                                KINGSWAY PT LIMITED PARTNERSHIP

                                BY: Kingsway One PT Corporation

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




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                                   SCHEDULE I



INVESTOR                                                  NUMBER OF SHARES HELD
--------                                                  ---------------------

PT Investments, Inc.                    1,448,504 Diluted Voting Common Shares

Kingway PT Limited Partnership               323,700 Full Voting Common Shares


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