RENAISSANCERE HOLDINGS LTD
EMPLOYMENT AGREEMENT (STANARD)
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<TYPE>EX-10.2
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<FILENAME>file002.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT (STANARD)
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<PAGE>


                           FIFTH AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT

         This Fifth Amended and Restated Employment Agreement (the "Agreement")
is dated as of November 8, 2002, and is entered into between RenaissanceRe
Holdings Ltd., a Bermuda Company (the "Company"), and James N. Stanard
("Executive").

         WHEREAS, Executive and the Company are parties to that certain Third
Amended and Restated Employment Agreement, dated March 13, 2001 (the "Prior
Agreement"); and

         WHEREAS, Executive and the Company have agreed to amend the Prior
Agreement as set forth herein, effective as of the date hereof.

         NOW, THEREFORE, the parties hereby agree as follows:

                                   ARTICLE I.

                     EMPLOYMENT, DUTIES AND RESPONSIBILITIES

         1.01. Employment. The Executive shall continue to serve as Chief
Executive Officer and Chairman of the Board of the Company and its subsidiary,
Renaissance Reinsurance Ltd. Executive agrees to devote his full time and
efforts to promote the interests of the Company.

         1.02. Duties and Responsibilities. Executive shall have such duties and
responsibilities as are consistent with his position.

         1.03. Base of Operation. Executive's principal base of operation for
the performance of his duties and responsibilities under this Agreement shall be
the offices of the Company in Hamilton, Bermuda; provided, however, that
Executive shall perform such duties and responsibilities outside of Bermuda as
shall from time to time be reasonably necessary to fulfill his obligations
hereunder. Executive's performance of any duties and responsibilities outside of
Bermuda shall be conducted in a manner consistent with any guidelines provided
to Executive by the Board.

                                  ARTICLE II.

                                      TERM

         2.01. Term. The term of Executive's employment pursuant to this
Agreement (the "Term") shall be deemed to have commenced on July 1, 2001 and,
unless terminated earlier as provided in Article V, shall continue until the
earlier of (i) July 1, 2005, or (ii) the date which is one year following a
"Change in Control" (as defined in Section 5.06 below). The Prior Agreement
shall continue to govern the terms of Executive's employment until June 30,
2001.

<PAGE>


                                  ARTICLE III.

                            COMPENSATION AND EXPENSES

         3.01. Salary, Incentive Awards and Benefits. As compensation and
consideration for the performance by Executive of his obligations under this
Agreement, Executive shall be entitled, during the Term, to the following
(subject, in each case, to the provisions of Article V hereof):

         (a) Salary; Bonus. The Company shall pay Executive a base salary at the
rate of $450,000 per year ("Base Salary"), payable in accordance with the normal
payment procedures of the Company and subject to such withholding and other
normal employee deductions as may be required by law. The Company shall review
the base salary annually. Annual bonuses shall be payable at the discretion of
the Company and shall be determined in a manner consistent with the treatment of
other executive officers of the Company.

         (b) Additional Bonus.

              (i) Except as provided in clauses (ii) and (iii) below, each year
during the Term, the Company shall pay Executive, in addition to any
discretionary bonus, an additional annual bonus of $815,000 (the "Additional
Bonus") payable on each of June 30, 2002, June 30, 2003, June 30, 2004, and June
30, 2005, provided the Company meets the agreed upon earnings per share ("EPS")
operating targets. In addition, on each such date, Executive shall receive an
additional payment (the "Gross-Up Payment") in an amount which, after reduction
of all applicable income taxes incurred by Executive in connection with such
Gross-Up Payment, is equal to the amount of income tax payable by the Executive
in respect of the Additional Bonus payable on such date. For this purpose, the
income taxes payable by Executive shall be computed based on the effective
combined Federal and State income tax rate then applicable to Executive.

              (ii) The Additional Bonus for each year shall be increased or
decreased by 2.5% for each 1% increase or decrease (as the case may be) in
actual EPS above or below the EPS operating target 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 shall be calculated
and paid on a cumulative simple average basis in a manner consistent with the
calculation and payment of bonuses under the Company's Long Term Incentive Plan.

              (iii) The foregoing notwithstanding, in the event of (x) a
termination of Executive's employment by reason of Executive's death or
disability (as defined in Section 5.03) or (y) a termination of Executive's
employment by the Company without "Cause" (as defined in Section 5.04 below) or
by Executive for "Good Reason" (as defined in Section 5.01 below) prior to a
Change in Control, the Additional Bonus and the Gross-Up Payment shall be
accelerated and shall be paid on the date of such termination pursuant to clause
(i) above. In such event, the final calculation of the Additional Bonus shall
use actual EPS through the last full year prior to Executive's termination, and
shall assume that the Company's EPS operating targets are



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achieved in future years. In the event of a termination of Executive's
employment by the Company without Cause or by Executive for Good Reason on or
after a Change in Control, or in the event of an expiration of this Agreement
one year following a Change in Control, any portion of the Additional Bonus and
the Gross-Up Payment not previously paid shall be accelerated and paid on the
last day of the "Non-Competition Period" (as defined in Section 4.04 below)
pursuant to clause (i) above and calculated as described in the preceding
sentence. No payments of Additional Bonus or Gross-Up Payment shall be made
following a termination of Executive's employment for Cause, or by Executive
without Good Reason, regardless of whether a Change in Control has occurred.

         (c) Awards.

              (i) Executive shall be entitled to participate in the
RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan, as amended from time to
time and any successor plan thereto (the "Plan"), such participation to be
commensurate with his position as Chief Executive Officer. Executive shall enter
into separate award agreements with respect to awards granted to him under the
Plan ("Awards").

              (ii) Pursuant to the terms of the Prior Agreement, the Company, by
action of the Section 162(m) Subcommittee of the Stock Option Committee of the
Board of Directors, has granted to Executive 100,000 shares (without giving
effect to the Company's stock split) of restricted common stock of the Company
("Restricted Stock"). The Restricted Stock shall 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 shall be accelerated in the event of a
termination of Executive's employment by the Company without Cause, or by
Executive for Good Reason, or by reason of Executive's death or disability
unless, with respect only to future Awards, Executive is otherwise notified by
the Company at the time of grant.

              (iii) (A) Executive shall be eligible to earn an incentive bonus
(the "Incentive Bonus"). Subject to subparagraph (iii)(B), the Incentive Bonus
shall be payable over five years as follows: a payment in the amount of $475,000
shall be made in each of June 2003, June 2004, June 2005, and June 2006. The
Executive shall also be entitled to receive the Incentive Bonus scheduled to be
paid in June 2002, as provided under the Prior Agreement.

                    (B) Incentive Bonuses shall be paid only if the Company
meets cumulative Return on Equity ("ROE") targets for each immediately preceding
fiscal year that have been established under the Company's business plan adopted
by the Board. ROE shall be computed on a cumulative basis (i.e., percentage
excesses or shortfalls against annual targets will be applied toward subsequent
fiscal years). An Incentive Bonus which is not payable for a given fiscal year
as a result of the Company's failure to meet the cumulative ROE target for that
year shall be payable in a subsequent year if the Company meets the cumulative
ROE target for that subsequent year.



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                    (C) In the event of a termination of Executive's employment
without Cause, or by Executive for Good Reason, which occurs prior to a Change
in Control, Executive shall 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 Executive (the "Remaining
Incentive Balance"), such amount to be paid on the date of such termination. In
the event of a termination of Executive's employment by the Company without
Cause, or by Executive for Good Reason, which occurs on or after a Change in
Control or upon expiration of this Agreement one year following a Change in
Control, Executive shall be paid an Incentive Bonus equal to the Remaining
Incentive Balance, such amount to be paid on the last day of the Non-Competition
Period. In the event of a termination of Executive's employment by reason of
Executive's death or disability, regardless of whether a Change in Control has
occurred, Executive shall be paid an Incentive Bonus equal to the Remaining
Incentive Balance, such amount to be paid on the date of such termination. The
amounts described in this subsection (c)(iii)(C) shall be paid irrespective of
whether applicable ROE targets have been met.

                    (D) No Incentive Bonus shall be paid following a termination
of Executive's employment for Cause, or by Executive without Good Reason,
regardless of whether a Change in Control has occurred.

              (iv) The Company acknowledges that the Executive will incur
obligations under the Credit Agreement in respect of taxes payable on the
Restricted Stock and in respect of the purchase price paid for certain shares of
Common Stock purchased by Executive, and may incur additional obligations under
the Credit Agreement in the future. In the event that Executive's obligations
under the Credit Agreement become due and Executive is precluded from selling
shares of Common Stock owned by the Executive by reason of Company-imposed
transfer restrictions (other than Restricted Stock which has not vested), the
Company shall waive such transfer restrictions to the extent necessary to allow
Executive to sell his shares and apply the proceeds thereof toward the repayment
of his obligations under the Credit Agreement.

         (d) Benefits. Executive shall be eligible to participate in such life
insurance, health, disability and major medical insurance benefits, and in such
other employee benefit plans and programs for the benefit of the employees of
the Company, as may be maintained from time to time during the Term, in each
case to the extent and in the manner available to other officers of the Company
and subject to the terms and provisions of such plan or program, except that
Executive shall not be entitled to participate in any plan or program maintained
for the purpose of providing retirement income to participants other than the
RenaissanceRe Holdings Ltd. Retirement Plan.

         (e) Vacation. Executive shall be entitled to reasonable paid vacation
periods, to be taken at his discretion, in a manner consistent with his
obligations to the Company under this Agreement.

         (f) Business Expenses. The Company will reimburse Executive for
reasonable business-related expenses incurred by him in connection with the
performance of his duties



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hereunder, subject, however, to the Company's policies relating to
business-related expenses as in effect from time to time.

         3.02. Expenses; Perquisites.

         (a) During the Term, the Company shall provide Executive with customary
perquisites for housing, automobile, travel and other expenses as agreed to by
the Company, subject to the limitation set forth in Section 3.02(c):

         (b) Incentive Gross-Up. To the extent that perquisites provided to
Executive under subsection 3.02(a) of this Agreement result in imputed income
and a resulting increased income tax liability to Executive, the Company shall
pay Executive a tax reimbursement benefit in an amount such that, after
deduction of all income taxes payable with respect to such tax reimbursement
benefit, the amount retained by Executive will be equal to the amount of such
increased income tax liability.

         (c) Maximum Amount Payable. The maximum annual amount payable pursuant
to Sections 3.02(a) and (b) shall not, in the aggregate, exceed $360,000 for
2001. The maximum annual amount payable for subsequent years shall be adjusted
as agreed with the Compensation Committee.

                                  ARTICLE IV.

                                EXCLUSIVITY, ETC.

         4.01. Exclusivity; Non-Competition. Executive agrees to perform his
duties, responsibilities and obligations hereunder efficiently and to the best
of his ability. Executive agrees that he will devote his entire working time,
care and attention and best efforts to such duties, responsibilities and
obligations throughout the Term. Executive also agrees that during the Term he
will not engage in any business activities that are competitive with the
business activities of the Company or any of its divisions, subsidiaries or
affiliates.

         4.02. Other Business Ventures. Executive agrees that during the Term he
will not own, directly or indirectly, any controlling or substantial stock or
other beneficial interest in any business enterprise which is engaged in
business activities that are competitive with the business activities of the
Company or any of its divisions, subsidiaries or affiliates. The preceding
sentence notwithstanding, Executive may own, directly or indirectly, up to 1% of
the outstanding capital stock of any business having a class of capital stock
which is traded on any major stock exchange or in the over-the-counter market.

         4.03. Confidential Information. Executive agrees that he will not, at
any time during or after the Term, make use of or divulge to any other person,
firm or corporation any trade or business secret, process, method or means, or
any other confidential information concerning the business or policies of the
Company or any of its divisions, subsidiaries or affiliates, which he may have
learned in connection with his employment hereunder. For purposes of this




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Agreement, a "trade or business secret, process, method or means, or any other
confidential information" shall mean any information that Executive knows to be
confidential or proprietary. Executive's obligation under this Section 4.03(a)
shall not apply to any information which (i) is known publicly; (ii) is in the
public domain or hereafter enters the public domain without the fault of
Executive; (iii) is known to Executive prior to his receipt of such information
from the Company, as evidenced by written records of Executive or (iv) is
hereafter disclosed to Executive by a third party not under an obligation of
confidence to the Company. Executive agrees not to remove from the premises of
the Company, except as an employee of the Company in pursuit of the business of
the Company or except as specifically permitted in writing by the Board, any
document or other object containing or reflecting any such confidential
information. Executive recognizes that all such documents and objects, whether
developed by him or by someone else, will be the sole exclusive property of the
Company. Upon termination of his employment hereunder, Executive shall forthwith
deliver to the Company all such confidential information, including without
limitation all lists of customers, correspondence, accounts, records and any
other documents or property made or held by him or under his control in relation
to the business or affairs of the Company or its subsidiaries or affiliates, and
no copy of any such confidential information shall be retained by him.

         4.04. Non-Competition Obligations. During Executive's employment and,
upon any termination of Executive's employment (including upon the expiration of
the Term on the earlier of July 1, 2005 or the date one year following a Change
in Control), other than (a) a termination of Executive's employment by reason of
his death or disability, or (b) a termination of Executive's employment by the
Company without Cause, or by Executive for Good Reason, which occurs prior to a
Change in Control, the Executive shall not, for a period of one year from the
date of such termination (the "Non-Competition Period"), directly or indirectly,
whether as an employee consultant, independent contractor, partner, joint
venturer or otherwise, (i) engage in any business activities reasonably
determined by the Board to be competitive, to a material extent, with any
substantial type or kind of business activities conducted by the Company or any
of its divisions, subsidiaries or affiliates at the time of such termination;
(ii) on behalf of any person or entity engaged in business activities
competitive with the business activities of the Company or any of its divisions,
subsidiaries or affiliates, solicit or induce, or in any manner attempt to
solicit or induce, any person employed by, or as agent of, the Company or any of
its divisions, subsidiaries or affiliates to terminate such person's contract of
employment or agency, as the case may be, with the Company or with any such
division, subsidiary or affiliate or (iii) divert, or attempt to divert, any
person, concern, or entity from doing business with the Company or any of its
divisions, subsidiaries or affiliates, nor will he attempt to induce any such
person, concern or entity to cease being a customer or supplier of the Company
or any of its divisions, subsidiaries or affiliates. The preceding sentence
notwithstanding, (I) in the event of a termination of Executive's employment by
the Company for Cause, or by Executive without Good Reason, which occurs within
one year following a Change in Control, the Non-Competition Period shall be one
year from the date of such termination, plus a number of days equal to (x) 365,
minus (y) the number of days which have elapsed from the date of such Change in
Control until the date of such termination, provided that it shall expire no
later than June 30, 2006; and (II) irrespective of whether a Change in Control
has occurred, in the case of (A) a



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voluntary termination of employment by the Executive which is not for Good
Reason, (B) a termination by the Company for Cause, or (C) a termination which
occurs by reason of the expiration of the Term on the earlier of July 1, 2005 or
the date one year following a Change in Control, the Company may elect, within
14 days after the date of such termination, to waive the Executive's
non-competition obligations, in which case it shall not be required to make
payments to the Executive during the Non-Competition Period, as provided in
Section 5.05(a) of this Agreement.

         4.05. Remedies. Executive acknowledges that the Company's remedy at law
for a breach by him of the provisions of this Article IV will be inadequate.
Accordingly, in the event of the breach or threatened breach by Executive of any
provision of this Article IV, the Company shall be entitled to injunctive relief
in addition to any other remedy it may have. If any of the provisions of, or
covenants contained in, this Article IV are hereafter construed to be invalid or
unenforceable in any jurisdiction, the same shall not affect the remainder of
the provisions or the enforceability thereof in any other jurisdiction, which
shall be given full effect, without regard to the invalidity or unenforceability
in such other jurisdiction. If any of the provisions of, or covenants contained
in, this Article IV are held to be unenforceable in any jurisdiction because of
the duration or geographical scope thereof, the parties agree that the court
making such determination shall have the power to reduce the duration or
geographical scope of such provision or covenant and, in its reduced form, such
provision or covenant shall be enforceable; provided, however, that the
determination of such court shall not affect the enforceability of this Article
IV in any other jurisdiction.

                                   ARTICLE V.

                                   TERMINATION

         5.01. Termination for Cause. The Company shall have the right to
terminate Executive's employment at any time for "Cause". For purposes of this
Agreement, "Cause" shall mean (a) Executive's willful and continued failure to
substantially perform his duties under this Agreement, (b) the engaging by
Executive in willful misconduct which is demonstrably and materially injurious
to the Company or any of its divisions, subsidiaries or affiliates, monetarily
or otherwise, (c) the commission by Executive of an act of fraud or embezzlement
against the Company or any of its divisions, subsidiaries or affiliates, (d) the
conviction of Executive of a felony, or (e) Executive's material breach of the
provisions of any of Sections 4.01, 4.02, 4.03 or 4.04 of this Agreement,
provided Executive has received prior written notice of such breach.

         5.02. Death. In the event Executive dies during the Term, this
Agreement shall automatically terminate, such termination to be effective on the
date of Executive's death.

         5.03. Disability. In the event that Executive suffers a disability
which prevents him from substantially performing his duties under this Agreement
for a period of at least 90 consecutive days, or 180 non-consecutive days within
any 365-day period, the Company shall have the right



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to terminate this Agreement, such termination to be effective upon the giving of
notice to Executive in accordance with Section 6.03 of this Agreement.

         5.04. Termination for Good Reason. For purposes of this Agreement, the
following circumstances shall constitute "Good Reason":

         (a) the assignment to Executive of any duties materially inconsistent
with his authority, duties or responsibilities, or any other action by the
Company which results in a material diminution or material adverse change in
such authority, duties or responsibilities, excluding for this purpose an
isolated action not taken in bad faith and which is remedied promptly after
receipt of notice thereof given by Executive;

         (b) any material breach of this Agreement by the Company, other than an
isolated failure not occurring in bad faith and which is remedied promptly after
receipt of written notice thereof given by Executive;

         (c) any failure by the Company to require any successor to be bound by
the terms of this Agreement as required by Section 6.02(b) of this Agreement; or

         (d) any decision by the Board to effect a winding down and eventual
dissolution of the Company.

         5.05. Effect of Termination.

         (a) Obligations of Company. In the event of any termination of the
Executive's employment hereunder, the Company shall pay Executive any earned but
unpaid Base Salary. In addition, except as provided in Section 5.06 of this
Agreement, upon a termination of Executive's employment for any reason other
than the Executive's death or disability (including the expiration of this
Agreement on July 1, 2005 or one year following a Change in Control), the
Company shall continue to pay Executive for a period of twelve (12) months his
then current Base Salary, and an amount equal to the highest regular
discretionary bonus paid or payable to Executive over the preceding three fiscal
years (excluding the Additional Bonus, the Incentive Bonus and any extraordinary
or non-recurring bonus), such amounts to be payable in equal monthly
installments commencing on the date which is one month after the date of such
termination. The preceding sentence notwithstanding, in the event of a
termination of employment described in the last sentence of Section 4.04 of this
Agreement, if the Company elects to waive the Executive's non-competition
obligations within 14 days after the date of such termination, the Company shall
not be required to make the additional payments set forth in the preceding
sentence.

         (b) Awards. The Executive's rights with respect to Awards granted on or
after the date hereof, upon any termination of his employment with the Company,
shall be governed exclusively by this Agreement, the terms and conditions of the
Plan and any agreement executed by Executive in connection with such Awards;
provided, however, that any such Award granted under the Company's Second
Amended and Restated 1993 Stock Incentive Plan shall be



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<PAGE>


governed by this Agreement, such plan and any agreement executed by Executive
with respect to such Award. With respect to any Awards granted on or after the
date hereof, the Award agreements shall provide that in the event of termination
of Executive's employment by reason of the expiration of this Agreement on July
1, 2005 or one year following a Change in Control, Executive shall continue to
be treated as employed by the Company for purposes of vesting in such Awards,
for so long as (i) Executive has not engaged in conduct which would be
inconsistent with the non-competition obligations described in Section 4.04 of
this Agreement, and (ii) Executive has not voluntarily resigned from the Board.
With respect to any options granted to Executive on or after the date hereof,
the Award agreements shall provide that during the applicable period described
in the preceding sentence, such options shall remain outstanding and
exercisable. The Award agreements shall further provide that, in the event
Executive (A) resigns from the Board, or (B) has engaged in conduct which is
inconsistent with the non-competition obligations described in Section 4.04 of
this Agreement, such options shall remain exercisable for a period of no more
than thirty days following the date Executive receives notice from the Company
of such occurrence, to the extent exercisable on that date, and shall thereafter
terminate.

         (c) Obligations of Executive. Subject to this Section 5.05 of this
Agreement, Executive may terminate this Agreement at any time. Except as
otherwise provided in Sections 4.03 and 4.04 of this Agreement, Executive shall
not have obligations to the Company hereunder by reason of the termination of
his employment.

         5.06. Termination Following a Change in Control.

         (a) In the event that a Change in Control occurs and, on or within one
year following the date of such Change in Control: (i) the Executive's
employment is terminated by the Company without Cause, or (ii) the Executive
terminates his employment voluntarily for Good Reason, then in lieu of the
payments described in the second sentence of Section 5.05(a) of this Agreement,
the Company shall pay the Executive, within fifteen days following the date of
such termination, a lump sum cash amount equal to two times the sum of:

              (A)      Executive's annual Base Salary at the highest rate in
                       effect during the Term; and

              (B)      the highest regular discretionary bonus paid or payable
                       to the Executive over the preceding three fiscal years
                       (excluding the Additional Bonus, the Incentive Bonus and
                       any extraordinary or non-recurring bonus).

         (b) For purposes of this Agreement, "Change in Control" shall have the
meaning ascribed thereto in the Plan.


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<PAGE>



         (c) Except as specifically provided in this Section 5.06, the
provisions of this Agreement, including, but not limited to, Sections 4.04,
shall not be effected by a termination of Executive's employment following a
Change in Control.

                                  ARTICLE VI.

                                  MISCELLANEOUS

         6.01. Life Insurance. Executive agrees that the Company or any of its
divisions, subsidiaries or affiliates may apply for and secure and own insurance
on Executive's life (in amounts determined by the Company). Executive agrees to
cooperate fully in the application for and securing of such insurance, including
the submission by Executive to such physical and other examinations, and the
answering of such questions and furnishing of such information by Executive, as
may be required by the carrier(s) of such insurance. Notwithstanding anything to
the contrary contained herein, neither the Company nor any of its divisions,
subsidiaries or affiliates shall be required to obtain any insurance for or on
behalf of Executive, except as provided in Section 3.01(d) of this Agreement.

         6.02. Benefit of Agreement; Assignment; Beneficiary.

         (a) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns, including, without limitation, any
corporation or person which may acquire all or substantially all of the
Company's assets or business, or with or into which the Company may be
consolidated or merged. This Agreement shall also inure to the benefit of, and
be enforceable by, Executive and his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.

         (b) The Company shall require any successor (whether direct or
indirect, by operation of law, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.

         6.03. Notices. Any notice required or permitted hereunder shall be in
writing and shall be sufficiently given if personally delivered or if sent by
telegram or telex or by registered or certified mail, postage prepaid, with
return receipt requested, addressed: (a) in the case of the Company to
RenaissanceRe Holdings Ltd., Renaissance House, East Broadway, P.O. Box HM 2527,
Hamilton HMGX, Bermuda, Attention: Board of Directors, or to such other address
and/or to the attention of such other person as the Company shall designate by
written notice to Executive; and (b) in the case of Executive, to James N.
Stanard, at the address shown on the Company's records, or to such other address
as Executive shall designate by written notice to the Company. Any notice given
hereunder shall be deemed to have been given at the time of receipt thereof by
the person to whom such notice is given.


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         6.04. Entire Agreement; Amendment. This Agreement contains the entire
agreement of the parties hereto with respect to the terms and conditions of
Executive's employment during the Term and supersedes any and all prior
agreements and understandings, whether written or oral, between the parties
hereto with respect to compensation due for services rendered hereunder
including, without limitation, the Prior Agreement. This Agreement may not be
changed or modified except by an instrument in writing signed by both of the
parties hereto.

         6.05. Waiver. The waiver by either party of a breach of any provision
of this Agreement shall not operate or be construed as a continuing waiver or as
a consent to or waiver of any subsequent breach hereof.

         6.06. Headings. The Article and Section headings herein are for
convenience of reference only, do not constitute a part of this Agreement and
shall not be deemed to limit or affect any of the provisions hereof.

         6.07. Enforcement. If any action at law or in equity is brought by
either party hereto to enforce or interpret any of the terms of this Agreement,
the prevailing party shall be entitled to reimbursement by the other party of
the reasonable costs and expenses incurred in connection with such action
(including reasonable attorneys' fees), in addition to any other relief to which
such party may be entitled. Executive shall have no right to enforce any of his
rights hereunder by seeking or obtaining injunctive or other equitable relief
and acknowledges that damages are an adequate remedy for any breach by the
Company of this Agreement.

         6.08. Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the internal laws of Bermuda without
reference to the principles of conflict of laws.

         6.09. Agreement to Take Actions. Each party to this Agreement shall
execute and deliver such documents, certificates, agreements and other
instruments, and shall take such other actions, as may be reasonably necessary
or desirable in order to perform his or its obligations under this Agreement or
to effectuate the purposes hereof.

         6.10. No Mitigation; No Offset. Executive shall not be required to
mitigate damages or the amount of any payment provided for under this Agreement
by seeking (and, without limiting the generality of this sentence, no payment
otherwise required under this Agreement shall be reduced on account of) other
employment or otherwise, and payments under this Agreement shall not be subject
to offset in respect of any claims which the Company may have against Executive.

         6.11. Attorneys' Fees. Each party to this Agreement will bear its own
expenses in connection with any dispute or legal proceeding between the parties
arising out of the subject matter of this Agreement, including any proceeding to
enforce any right or provision under this Agreement.


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         6.12. Survivorship. The respective rights and obligations of the
parties under this Agreement shall survive any termination of this Agreement to
the extent necessary to the intended preservation of such rights and
obligations.

         6.13. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision or provisions of this Agreement, which shall remain in full
force and effect.

         6.14. Other Agreements. Executive represents and warrants to the
Company that to the best of his knowledge, neither the execution and delivery of
this Agreement nor the performance of his duties hereunder violates or will
violate the provisions of any other agreement to which he is a party or by which
he is bound.

         6.15. Subsidiaries, etc. (a) The obligations of the Company under this
Agreement may be satisfied by any subsidiary or affiliate of the Company for
which Executive serves as an employee under this Agreement, to the extent such
obligations relate to Executive's employment by such subsidiary or affiliate.

         (b) The rights of the Company under this Agreement may be enforced by
any subsidiary or affiliate of the Company for which Executive serves as an
employee under this Agreement, to the extent such rights relate to Executive's
employment by such subsidiary or affiliate.

         6.16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

                                  ARTICLE VII.

                          Indemnification of Executive

         7.01. Indemnification. The Company shall defend, hold harmless and
indemnify Executive to the fullest extent permitted by Bermuda law, as currently
in effect or as it may hereafter be amended, from and against any and all
damages, losses, liabilities, obligations, claims of any kind, costs, interest
or expense (including, without limitation, reasonable attorneys' fees and
expenses) (collectively, "Losses") that may be incurred or suffered by Executive
in connection with or arising out of his service with the Company (whether prior
to or following the date hereof), subject only to the provisions of Section 7.02
below.

         7.02. Exceptions to Right of Indemnification. No indemnification shall
be made under this Article VII in respect of the following:

         (a) Losses relating to the disgorgement remedy contemplated by Section
16 of the US Securities Exchange Act of 1934;


                                       12
<PAGE>


         (b) Losses arising out of a knowing violation by Executive of a
material provision of this Article VII or any other agreement to which Executive
is a party with the Company; and

         (c) Losses arising out of a final, nonappealable conviction of
Executive by a court of competent jurisdiction for a knowing violation of
criminal law.

         Moreover, the Company shall not effect any advances, or advance any
costs, relating to any proceeding (or part thereof) initiated by Executive
unless the initiation thereof was approved by the Board of Directors of the
Company, or as may be approved or ordered by a competent tribunal.

         7.03. Prepayment of Expenses. Unless Executive otherwise elects via
written notice to the Company, expenses incurred in defending any civil or
criminal action, suit or proceeding shall be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon receipt by the
Company of a written affirmation of Executive's good faith belief that his
conduct does not constitute the sort of behavior that would preclude his
indemnification under this Article VII and Executive furnishes the Company a
written undertaking, executed personally or on his behalf, to repay any advances
if it is ultimately determined that he is not entitled to be indemnified by the
Company under this Article VII.

         7.04 Continuation of Indemnity. All agreements and obligations of the
Company contained in this Article VII shall continue during the period in which
Executive is employed the Company and shall continue thereafter so long as
Executive shall be subject to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, and
whether formal or informal, by reason of the fact that Executive was a employed
by the Company.

         7.05 Indemnification Hereunder Not Exclusive. The indemnification and
prepayment of expenses provided by this Article VII is in addition to and shall
not be deemed exclusive of any other right to which Executive may be entitled
under the Company's Memorandum of Association, the Company's Bye-Laws, any
agreement, any vote of shareholders or disinterested directors, Bermuda law, any
other law (common or statutory) or otherwise. Nothing contained in this Article
VII shall be deemed to prohibit the Company from purchasing and maintaining
insurance, at its expense, to protect itself or Executive against any expense,
liability or loss incurred by it or him, whether or not Executive would be
indemnified against such expense, liability or loss under this Article VII;
provided that the Company shall not be liable under this Article VII to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
Executive has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise. In the event the Company makes any
indemnification payments to Executive and Executive is subsequently reimbursed
from the proceeds of insurance, Executive shall promptly refund such
indemnification payments to the Company to the extent of such insurance
reimbursement.


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<PAGE>


         IN WITNESS WHEREOF, the Company and Executive have duly executed this
Agreement as of the date first above written.

                             RENAISSANCERE HOLDINGS LTD.



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


                             /s/ James N. Stanard
                             -------------------------------
                                 James N. Stanard



                                       14



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