RENAISSANCERE HOLDINGS LTD
AMENDMENT NO. 1 TO THE AMENDED
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<TYPE>EX-10.22
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>AMENDMENT NO. 1 TO THE AMENDED
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                                                                   Exhibit 10.22

                                 AMENDMENT NO. 1
                                     TO THE
                              AMENDED AND RESTATED
                           RENAISSANCERE HOLDINGS LTD.
                        NON-EMPLOYEE DIRECTOR STOCK PLAN

         This Amendment No. 1 (the "Amendment") to the Amended and Restated
Non-Employee Director Stock Plan of RenaissanceRe Holdings Ltd. (the "Plan") is
made effective as of this 5th day of February, 2002.

         Pursuant to resolutions of the Board of Directors (the "Board") of
RenaissanceRe Holdings Ltd. (the "Company") dated February 5th, 2002, the Plan
is hereby amended as follows:

     1.  Section 2 is amended in its entirety to read as follows:

         Members of the Company's Board of Directors (the "Board") who are not
         employees of the Company or any of its affiliates, will be granted
         awards pursuant to the provisions of the Plan (a "Participant or
         Participants"). For purposes of the Plan, an "affiliate" of an entity
         shall mean any entity directly or indirectly controlling, controlled
         by, or under common control with such entity. Any Participant who
         terminates service as a director of the Company shall automatically
         cease participation in the Plan as of the date of his or her
         termination.

     2.  Subject to the approval of the Company's shareholders, Section 4.2 is
amended by deleting the phrase "200,000 Shares" and replacing it with the phrase
"350,000 Shares".

     3.  Section 7 is amended by inserting the following new Section 7.7 to the
end thereof:

         7.7 Reload Options. Options may be granted from time to time by the
         Board, in its sole discretion, in the event a Participant, while member
         of the Board, exercises an Option by the delivery of shares of Stock
         which have been held by the Participant for a period of at least six
         (6) months, or in the event a Participant's tax withholding obligations
         upon exercise of Options are satisfied by the Company withholding
         shares of Stock with an aggregate Fair Market Value equal to the
         minimum tax withholding amount due thereon ("Reload Options"). Such
         Reload Options shall entitle the Participant to purchase that number of
         shares of Stock equal to the number of shares of Stock so delivered to,
         or withheld by, the Company, provided that the total number of shares
         covered by any Reload Options shall not exceed the number of shares
         subject to the underlying award to which the grant of the Reload Option
         relates. The price per share of Reload Options shall be the Fair Market
         Value per share on the date such Reload Option is granted. The duration
         of such Reload Option shall not extend beyond ten years from the date
         of grant of the underlying award to which the grant of the Reload
         Option relates. Reload Options shall be fully vested and exercisable on
         the date


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         of grant. Other specific terms and conditions applicable to Reload
         Options granted under the Plan shall be determined by the Board.

     4.  Section 10 is amended by inserting the following new Section 10.4 to
the end thereof

         10.4 Transferability of Awards for Estate Planning Purposes.
Notwithstanding anything in Sections 6.4 or 7.4 to the contrary, the Board may,
in its sole discretion, at the time of grant or at any time thereafter, allow
any Participant to transfer to the Participant's "family members" Director
Shares and Options granted to such Participant, whether or not for "value." For
purposes of this Section 10.4, the term "family members" shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, any person sharing the Participant's household (other than a
tenant or employee), a trust in which these persons have more than fifty percent
of the beneficial interest, a foundation in which these persons (or the
Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than fifty percent of the voting
interests.

     5.  Except as expressly provided herein, the terms and conditions of the
Plan shall remain unchanged.

                                      * * *

         IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Company, has executed this instrument as of the 5th day of February, 2002, on
behalf of the Board.

                                      RENAISSANCERE HOLDINGS LTD.



                                      By: /s/ John M. Lummis
                                          Name: John M. Lummis
                                          Title: Executive Vice President and
                                                 Chief Financial Officer
                                                 (Principal Accounting Officer)


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