RENAISSANCERE HOLDINGS LTD, DEF 14A, 2000-03-24

RENAISSANCERE HOLDINGS LTD
DEF 14A, 2000-03-24
FIRE, MARINE & CASUALTY INSURANCE

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<PAGE>

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (Section) 240.14a-11 or (Section) 240.14a-12

RENAISSANCERE HOLDINGS LTD.
---------------------------
(Name of Registrant as Specified in Its Charter)

RENAISSANCERE HOLDINGS LTD.
---------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No Fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies: _______

2) Aggregate number of securities to which transaction applies: __________

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction: _______________

5) Total fee paid: _____________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid: ___________
2) Form, Schedule or Registration Statement No: _____________
3) Filing Party: ___________
4) Date Filed: ____________

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

---------------

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 3, 2000

---------------

To the Shareholders of RenaissanceRe Holdings Ltd.:

Notice is hereby given that the Annual General Meeting of Shareholders (the
"Annual Meeting") of RenaissanceRe Holdings Ltd. (the "Company") will be held at
Renaissance House, 8-12 East Broadway, Pembroke, Bermuda on May 3, 2000 at 10:00
a.m., Atlantic daylight savings time, for the following purposes:

1. To elect four Class II directors of the Company to serve until the
Company's 2003 Annual Meeting (the "Company Board Proposal").

2. To appoint the firm of Ernst & Young LLP, independent auditors, to
serve as the Company's independent auditors for the 2000 fiscal year
until the Company's 2001 Annual Meeting, and to refer the determination
of the auditors' remuneration to the Board (collectively, the "Company
Auditors Proposal").

3. In accordance with the Company's Bye-laws, to vote on a proposal to be
considered by the Company, as the holder of all outstanding shares of
Renaissance Reinsurance Ltd. ("Renaissance"), to elect four Class II
directors of Renaissance to serve until the Company's 2003 Annual
Meeting (the "Renaissance Board Proposal").

4. In accordance with the Company's Bye-laws, to vote on a proposal to be
considered by the Company, as the holder of all outstanding shares of
Renaissance, to appoint the firm Ernst & Young LLP, independent
auditors, to serve as Renaissance's independent auditors for the 2000
fiscal year until the Company's 2001 Annual Meeting and to refer the
determination of the auditors' remuneration to the Board (collectively,
the "Renaissance Auditors Proposal").

At the Annual Meeting, shareholders will also receive the report of the
Company's independent auditors and the financial statements of the Company for
the year ended December 31, 1999, 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 February 18, 2000 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

James N. Stanard
Chairman of the Board
March 25, 2000

<PAGE>

RENAISSANCERE HOLDINGS LTD.
Renaissance House
8-12 East Broadway
Pembroke HM 19 Bermuda

---------------

ANNUAL GENERAL MEETING OF SHAREHOLDERS
May 3, 2000

---------------

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Board") of RenaissanceRe
Holdings Ltd. (the "Company") to be voted at the Company's Annual General
Meeting of Shareholders to be held at Renaissance House, 8-12 East Broadway,
Pembroke, Bermuda on May 3, 2000 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 March 25, 2000.

As of February 18, 2000, 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) 17,276,151 shares of the Company's common shares,
par value $1.00 per share (the "Full Voting Common Shares"), and (ii) 2,448,504
shares of the Company's Diluted Voting Class I Common Shares, par value $1.00
per share (the "Diluted Voting Shares"). The Full Voting Common Shares and the
Diluted Voting Shares are referred to herein collectively as the "Common
Shares." The Common Shares are the Company's only class of equity securities
outstanding and entitled to vote at the Annual Meeting.

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 the Company of up to 9.9% of all outstanding voting rights attached to the
Common Shares, inclusive of the percentage interest in the Company represented
by Controlled Common Shares (as defined below), but in no event greater than one
vote for each share held. 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 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.

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AT THE ANNUAL MEETING, SHAREHOLDERS WILL BE ASKED TO TAKE THE FOLLOWING
ACTIONS:

1. To elect four Class II directors of the Company to serve until the
Company's 2003 Annual Meeting (the "Company Board 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. Warburg,
Pincus Investors, L.P. ("Warburg"), PT Investments, Inc. ("PT Investments"),
United States Fidelity and Guaranty Company ("USF&G"); a wholly owned subsidiary
of The St. Paul Companies ("St. Paul"), and the Company's directors and
executive officers intend to vote their shares, representing in the aggregate
approximately 38% of the outstanding voting rights attached to the Common
Shares, in favor of each of the Proposals to be acted on at the Annual Meeting.
THEREFORE, THE COMPANY BELIEVES THAT APPROVAL OF EACH PROPOSAL DESCRIBED HEREIN
IS ASSURED.

Following the Annual Meeting, Renaissance will hold its annual general
meeting of shareholders, at which meeting the Company, in accordance with the
Company's Bye-Laws, will vote all of the outstanding shares of Renaissance (all
of which the Company owns) in accordance with and proportional to the vote of
the shareholders at the Annual Meeting on the Renaissance Board Proposal, and
the Renaissance Auditors Proposal.

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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 are officers of the
Company. 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 the Company 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 the Company 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 the Company shall not in and of itself
constitute a revocation of such proxy.

The Company will bear the cost of solicitation of proxies. Further
solicitation may be made by directors, officers and employees of the Company
personally, by telephone or otherwise, but such persons will not be specifically
compensated for such services. The Company also intends to make, through
bankers, brokers or other persons, a solicitation of proxies of beneficial
holders of the Common Shares. Upon request, the Company 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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<PAGE>

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The table below sets forth the names, ages and titles of the persons who
were directors of the Company and executive officers of the Company as of March
15, 2000.

NAME Age Position
- ---- --- --------

James N. Stanard 51 Chairman of the Board, President and Chief
Executive Officer
William I. Riker 40 Director, Executive Vice President of the
Company and President and Chief Operating
Officer of Renaissance Reinsurance Ltd.
David A. Eklund 40 Executive Vice President and Chief
Underwriting Officer of Renaissance
Reinsurance Ltd.
John M. Lummis 42 Senior Vice President and Chief Financial
Officer
Arthur S. Bahr 68 Director
Thomas A. Cooper 63 Director
Edmund B. Greene 61 Director
Brian R. Hall 58 Director
Gerald L. Igou 65 Director
Kewsong Lee 34 Director
Paul J. Liska 43 Director
Howard H. Newman 52 Director
W. James MacGinnitie 61 Director
Scott E. Pardee 63 Director

James N. Stanard has served as Chairman of the Board, President and Chief
Executive Officer since the Company's formation in June 1993. 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 ("F&G Re").
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 Director of the Company in August 1998.
Mr. Riker was appointed as Executive Vice President of the Company in December
1997 and previously served as Senior Vice President from March 1995 and as Vice
President-Underwriting of the Company from November 1993 until such time. Mr.
Riker has served as President and Chief Operating Officer of Renaissance
Reinsurance Ltd. since February 1998. From March 1993 through October 1993, Mr.
Riker served as Vice 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 ("American Royal"). Mr. Riker
was responsible for developing various analytical underwriting tools while
holding various positions at American Royal from 1984 through 1993.

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<PAGE>

David A. Eklund has served as Chief Underwriting Officer of Renaissance
Reinsurance Ltd. since February 1999, and as Executive Vice President of
Renaissance Reinsurance Ltd. since December 1997, prior to which he served as
Senior Vice President of the Company and Renaissance Reinsurance Ltd. since
February 1996. Mr. Eklund served as Vice President-Underwriting of the Company
and Renaissance Reinsurance Ltd. from September 1993 until February 1996. 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 catastrophe
reinsurance at Berkshire Hathaway Inc., where he was responsible for
underwriting and marketing finite risk and property catastrophe reinsurance.

John M. Lummis has served as Senior Vice President and Chief Financial
Officer of the Company since September 1997. Mr. Lummis served as a director of
the Company from July 1993 to December 1997, when he resigned in connection with
his appointment as an executive officer of the Company. 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 for USF&G
Corporation from 1991 until 1995. USF&G Corporation is the parent company of
USF&G and was acquired by St. Paul in May 1998. From 1982 until 1991, Mr. Lummis
was engaged in the private practice of law with Shearman & Sterling.

Arthur S. Bahr has served as a director of the Company since its formation
in June 1993. Mr. Bahr served as Director and Executive Vice President-Equities
of General Electric Investment Corporation ("GEIC"), a subsidiary of General
Electric Company and registered investment adviser, from 1987 until December
1993. Mr. Bahr has served GEIC in various senior investment positions since 1978
and was a Trustee of General Electric Pension Trust from 1976 until December
1993. Mr. Bahr served as Director and Executive Vice President of GE Investment
Management Incorporated, a subsidiary of General Electric Company, and a
registered investment adviser, from 1988 until his retirement in December 1993.
From December 1993 until December 1995, Mr. Bahr served as a consultant to GEIC.

Thomas A. Cooper has served as a director of the Company since August 7,
1996. Mr. Cooper has served as Chairman and Chief Executive Officer of TAC
Associates, a privately held investment company since August 1993. Also 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. From 1986
to April 1990, Mr. Cooper served as Chairman and Chief Executive Officer of
Investment Services of America, one of the largest full service securities
brokerage and investment companies in the United States.

Edmund B. Greene has served as a director of the Company since its
formation in June 1993. Mr. Greene currently serves as a consultant to Aon
Corporation. 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 Hall has served as a director of the Company since August 1999. Mr.
Hall 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 in 1958. He moved to International Risk Management
Ltd. in 1964. In 1969 he founded

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<PAGE>

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.

Gerald L. Igou has served as a director of the Company since its formation
in June 1993. Mr. Igou has served as a Vice President-Investment Analyst for
GEIC since September 1993. He is a Certified Financial Analyst and has served
GEIC in the capacities of investment analyst and sector portfolio manager since
1968. Prior to joining General Electric, Mr. Igou was an analyst with the Wall
Street firms of Smith Barney Inc. and Dean Witter & Co.

Kewsong Lee has served as a director of the Company since December 1994.
Mr. Lee has served as a Member and Managing Director of E.M. Warburg, Pincus &
Co. LLC ("EMWP LLC") and a general partner of Warburg, Pincus & Co. ("WP") since
January 1, 1997. Mr. Lee served as a Vice President of Warburg, Pincus Ventures,
Inc. ("WPV") from January 1995 to December 1996, and as an associate at E.M.
Warburg, Pincus & Co., Inc. ("EMWP") from 1992 to until December 1994. Prior to
joining EMWP, Mr. Lee was a consultant at McKinsey & Company, Inc., a management
consulting company, from 1990 to 1992. Mr. Lee is a director of Knoll, Inc.,
Eagle Family Foods, Inc. and several privately held companies.

Paul J. Liska has served as a director of the Company since August 1998.
Mr. Liska has served as Executive Vice President and Chief Financial Officer of
St. Paul since 1997. From 1996 to 1997, Mr. Liska served as President and Chief
Executive Officer of Specialty Foods Corporation. During 1994 to 1996, Mr. Liska
served as Chief Operating Officer and Chief Financial Officer of Specialty Foods
Corporation. From 1988 to 1994, Mr. Liska held several positions with Kraft
General Foods, including Chief Financial Officer of Kraft U.S.A. Mr. Liska also
held a finance position with Quaker Oats Co., and positions in finance, sales
and sales management with American Hospital Supply Corp. A certified public
accountant, he began his career with Price Waterhouse & Co.

W. James MacGinnitie has served as a director of the Company since February
2000. 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 LLP 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 thereto, Mr. MacGinnitie was a Professor of Actuarial Science & Director
of Actuarial Program at the University of Michigan, Ann Arbor, Michigan, from
1973 to 1975.

Howard H. Newman has served as a director of the Company since its
formation in June 1993. Mr. Newman has served as a Member and Managing Director
of EMWP LLC (and its predecessor) and a general partner of WP since 1987. Mr.
Newman is a director of ADVO, Inc., Cox Insurance Holdings Plc, EEX Corporation,
Newfield Exploration Company, Eagle Family Foods, Inc. and several privately
held companies. Mr. Newman has informed the Company that he intends to resign
from the Board following the Annual Meeting.

Scott E. Pardee has served as a director of the Company since February
1997. Mr. Pardee has served as Scholar-in-Residence at Middlebury College 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 since November 1997. Mr. Pardee served as Chairman of Yamaichi

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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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
MANAGEMENT AND DIRECTORS

The following table sets forth information as of March 15, 2000 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 the Company to own beneficially 5% or more of the
outstanding Common Shares; (ii) each director of the Company; (iii) the
Company's Chief Executive Officer and each of the three remaining most highly
compensated executive officers (collectively, the "Named Executive Officers");
and (iv) all executive officers and directors of the Company as a group.

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
BENEFICIAL OWNER(1) COMMON SHARES(2) VOTING RIGHTS
- -------------------------------------------------------------- ------------------------ ---------------------
<S> <C> <C>
Warburg, Pincus Investors, L.P. (3)
466 Lexington Avenue
New York, New York 10017...................................... 1,543,718 8.19

PT INVESTMENTS, INC. (4)
3003 SUMMER STREET
STAMFORD, CONNECTICUT 06904................................... 2,448,504 8.98

UNITED STATES FIDELITY AND GUARANTY COMPANY(5)
6225 SMITH AVENUE
BALTIMORE, MARYLAND 21209 .................................... 1,726,137 9.15

FMR CORP.(6)
82 DEVONSHIRE STREET
BOSTON, MA 02109............................................. 1,717,200 9.08

JAMES N. STANARD (7).......................................... 1,520,038 8.06
WILLIAM I. RIKER (8).......................................... 297,805 1.58
DAVID A. EKLUND (9)........................................... 258,169 1.37
JOHN M. LUMMIS (10)........................................... 65,315 *
ARTHUR S. BAHR (11)........................................... 19,688 *
THOMAS A. COOPER (12)......................................... 9,524 *
EDMUND B. GREENE (13)......................................... -- --
BRIAN HALL (14)............................................... 405 *
GERALD L. IGOU (13)........................................... -- --
KEWSONG LEE (3)............................................... 600 *
PAUL J. LISKA (15)............................................ -- --
HOWARD H. NEWMAN (3).......................................... 16,000 *
W. JAMES MACGINNITIE (16)..................................... 2,100 *
SCOTT E. PARDEE (17).......................................... 9,742 *
ALL EXECUTIVE OFFICERS AND DIRECTORS OF THE
COMPANY (14 PERSONS).......................................... 2,199,386 11.66
</TABLE>

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*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) The sole general partner of Warburg is WP, a New York general partnership.
EMWP LLC, a New York limited liability company, manages Warburg. The
members of EMWP LLC are substantially the same as the partners of WP.
Lionel I. Pincus is the managing partner of WP and the managing member of
EMWP LLC, and may be deemed to control both WP and EMWP LLC. WP, as the
sole general partner profits of Warburg. WP and EMWP LLC may be deemed to
beneficially own the Full Voting Common Shares owned by Warburg within the
meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Kewsong Lee and Howard H. Newman, each a director of
the company, are managing directors and members of EMWP LLC and general
partners of WP. As such, Messrs. Lee and Newman may be deemed to have an
indirect pecuniary interest (within the meaning of Rule 16a-1 under the
Exchange Act) in an indeterminate portion of the common shares beneficially
owned by Warburg, EMWP LLC and WP. Each of Messrs. Lee and Newman disclaims
"beneficial ownership" of the Full Voting Common Shares owned by Warburg
within the meaning of Rule 13d-3 under the Exchange Act or otherwise.

(4) Does not include any Common Shares indirectly held by Trustees of General
Electric Pension Trust ("GE Pension Trust") or GE Investment Private
Placement Partners I, Limited Partnership ("GE Investment") by virtue of GE
Pension Trust's limited partnership interest in Warburg or as a result of
GE Pension Trust's or GE Investment's indirect interest in USF&G by virtue
of GE Pension Trust's, GE Investment's and certain of their affiliates'
holdings of 1,316,511 shares of common stock of St. Paul, the parent
company of USF&G. GE Investment Management is the general partner of GE
Investment and a wholly owned subsidiary of General Electric Company. As a
result, each of GE Investment Management and General Electric Company
("GEC") may be deemed to be the beneficial owner of the common shares owned
by GE Investment. GEC disclaims such beneficial ownership, within the
meaning of the Exchange Act or otherwise. Consists solely of diluted voting
shares.

(5) USF&G is an indirect wholly owned subsidiary of St. Paul whose business
address is 385 Washington Street, St. Paul, MN 55102-1396.

(6) According to a Statement on Schedule 13G filed with the Commission on
February 14, 2000, as an investment adviser registered under Section 203 of
the Investment Advisors Act of 1940, FMR Corp. may be deemed to be the
beneficial owner of 1,717,200 Common Shares by reason of advisory and other
relationships with the persons who own such Common Shares.

(7) Includes 352,231 Common Shares issuable upon the exercise of options under
the Second Amended and Restated 1993 Stock Incentive Plan of RenaissanceRe
Holdings Ltd. (the "Incentive Plan") that are vested and presently
exercisable, and 19,445 Restricted Shares which have not vested.

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<PAGE>

(8) Includes 101,825 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable, and 78,911
Restricted Shares which have not vested, and 1,556 shares indirectly held.

(9) Includes 107,571 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable, and 94,332
Restricted Shares which have not vested

(10) Includes 21,000 Common Shares issuable upon the exercise of options under
the Incentive Plan that are vested and presently exercisable, and 32,039
Restricted Shares which are not vested and 2,500 Common Shares indirectly
held.

(11) Includes 764 Common Shares granted in payment of directors' fees under the
Directors Plan which have not vested, and 8,001 Common Shares issuable upon
the exercise of options under the Directors Plan that are vested and
presently exercisable.

(12) Includes 764 Common Shares granted in payment of directors' fees under the
Directors Plan which have not vested, and 8,001 Common Shares issuable upon
the exercise of options under the Directors Plan that are vested and
presently exercisable.

(13) Until October 1998, Mr. Greene served as the Deputy Treasurer-Insurance of
General Electric Company and Mr. Igou is a Vice President-Investment
Analyst for GEIC. Messrs. Greene and Igou disclaim "beneficial ownership,"
within the meaning of Rule 13d-3 under the Exchange Act, of the Common
Shares owned by PT Investments and GE Insurance.

(14) Includes 405 Common Shares granted in payment of directors' fees under the
Directors Plan which have not vested.

(15) Mr. Liska disclaims "beneficial ownership," within the meaning of Rule
13d-3 under the Exchange Act, of the Common Shares owned by USF&G.

(16) Includes 100 Common Shares granted in payment of directors' fees under the
Directors Plan which have not vested.

(17) Includes 797 Common Shares granted in payment of directors' fees under the
Directors Plan which have not vested, and 8,001 Common Shares issuable upon
the exercise of options under the Directors Plan that are vested and
presently exercisable.

-9-
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Reinsurance Transactions with The St. Paul Companies, USF&G and GEC

The Company has in force several reinsurance treaties with St. Paul, USF&G,
subsidiaries of USF&G and affiliates of PT Investments covering property
catastrophe risks in several geographic zones. The terms of these treaties were
determined in arm's length negotiations and the Company believes that such terms
are comparable to terms the Company would expect to negotiate in similar
transactions with unrelated parties. For the year ended December 31, 1999, the
Company received $7.8 million in reinsurance premiums from treaties with
affiliates of PT Investments, and $3.3 million in reinsurance premiums from
treaties with St. Paul, USF&G and certain subsidiaries of USF&G.

During the year ended December 31, 1999, the Company received 3.2% of its
premium assumed from the reinsurance brokerage firm of Bates Turner Inc., a GE
Capital Services company and an affiliate of GEI ("Bates"). The Company paid
commissions to Bates in the aggregate amount of $0.9 million in 1999. The terms
of such commissions were determined in arm's length negotiations.

Investment Advisory Agreement

During 1999, the Company had in place an Investment Advisory Agreement with
GE Investment Management Incorporated ("GE Investment Management"), an affiliate
of GEC. GE Investment Management managed 15% of the Company's investment
portfolio, subject to the Company's investment guidelines. The terms of the
related Investment Advisory Agreement were determined in arm's length
negotiations. The performance of, and the fees paid to, GE Investment Management
under the Investment Advisory Agreement are reviewed periodically by the
Investment Committee of the Board. Such fees paid to GE Investment Management
aggregated $0.2 million, for the year ended December 31, 1999. This agreement
expired on December 31, 1999, and was not renewed

Employee Credit Facility

In order to encourage employee ownership of Common Shares, the Company has
guaranteed certain loan and pledge agreements (collectively, the "Employee
Credit Facility") between certain employees of the Company (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 is required to contribute additional
collateral in the amount of such deficiency. Loans under the Employee Credit
Facility are otherwise non-recourse to the Participating Employees.

Shareholders Agreement

Warburg, PT Investments, GE Insurance and USF&G, (collectively, the
"Investors") are parties to an amended and restated shareholders agreement (the
"Shareholders Agreement") among themselves and the Company, pursuant to which
the Company and the Investors have each agreed to use their respective
reasonable best efforts to nominate and to elect certain designees of the
Investors to the Board, as described below. Assuming the Investors act in
concert, they would collectively represent 26% of the votes eligible to be cast
at the Annual Meeting. Accordingly, the Investors may have a substantial
influence on the outcome

-10-
<PAGE>

of any matters presented to the shareholders for a vote. Pursuant to the
Shareholders Agreement, the number of directors serving on the Board is fixed at
11; provided, that a majority of the Board may determine to expand the size of
the Board to 12 directors.

Pursuant to the terms of the Shareholders Agreement, if Warburg owns more
than 3,706,146 Common Shares, then Warburg shall be entitled to nominate three
members of the Board; at such time as Warburg owns less than 3,706,146 Common
Shares, but at least 1,853,073 Common Shares, the number of directors that
Warburg shall be entitled to nominate shall be two; and at such time as Warburg
owns less than 1,853,073 Common Shares, but at least 741,229 Common Shares, the
number of directors that Warburg shall be entitled to nominate shall be one. At
such time as any one of Warburg, PT Investments or USF&G shall own less than
741,229 Common Shares, then such party shall no longer be entitled to nominate
any director to the Board. At such time as PT Investments shall in own less than
1,853,073 Common Shares, then PT Investments shall not have any right to
nominate a director. Accordingly, at the present time, each of Warburg, PT
Investments, and USF&G presently has the right to designate one member,
respectively, pursuant to the terms of the Shareholders Agreement.

Registration Rights

The Investors are parties to an amended and restated registration rights
agreement (the "Registration Rights Agreement") among themselves and the
Company, pursuant to which each Investor has the right to require registration
by the Company on three, in the case of PT Investments, and two, in the case of
each of Warburg and USF&G, separate occasions at any time of the Full Voting
Common Shares, Diluted Voting Shares or Full Voting Common Shares issued upon
conversion of Diluted Voting Shares (collectively, the "Registrable Securities")
held by any such person, as the case may be; provided, however, that the Company
is required to honor a demand for registration of Diluted Voting Shares only if
it shall be a condition to the delivery of the Diluted Voting Shares
contemplated by such registration that, immediately following the sale thereof
by such holder, such Diluted Voting Shares shall be converted into Full Voting
Common Shares. The Company has the right once in any twelve-month period to not
effect a demand for registration for up to 120 days if, in the good faith
judgment of the Board, it would be seriously detrimental to the Company and its
shareholders to effect such registration. In connection with such registrations,
the Company is required to bear all registration and selling expenses, other
than underwriting fees and commissions. The Company currently does not intend to
list the Diluted Voting Shares on the NYSE. Registration rights under the
Registration Rights Agreement are transferable to an assignee or transferee of
Registrable Securities in accordance with the terms of the Registration Rights
Agreement.

The Company has filed a Registration Statement on Form S-8 under the
Securities Act (File No. 333- 06339) registering for sale an aggregate of
2,312,500 Full Voting Common Shares issued pursuant to the Incentive Plan and
the Director Plan. An amended registration statement on Form S-8 registering for
sale under the Securities Act an additional 100,000 Full Voting Common Shares
available for issuance pursuant to the Directors Plan, as amended, was filed
following the approval of the shareholders at the 1998 Annual General Meeting.

Lease Agreement

In September 1998, the Company 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, however does hold an indirect economic interest
through a personal loan provided indirectly to the Trust. The Company has
prepaid under the Lease an aggregate amount of

-11-
<PAGE>

$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 the Company
will be repaid all outstanding amounts due under the remaining term of the
Lease. The Company believes that the terms of the Lease, which was determined in
arm's length negotiations, represent market value terms customary in the Bermuda
residential property market.

St. Paul Share Repurchase

On November 17, 1999, the Company repurchased from St. Paul 700,000 Common
Shares at a price of $38.00 per share, for an aggregate purchase price of $26.6
million. The Company established the terms of this transaction in arm's length
negotiations.

BOARD OF DIRECTORS; BOARD COMMITTEES

Board of Directors Meetings; Board Committee Meetings

During 1999, the Board met five times, the Audit Committee met four times,
the Investment Committee met three times, and the Compensation Committee met two
times. Each of the Special Transaction Committee and the Nominating Committee
met one time. Each of the Company's Directors attended at least 90% of the total
number of meetings of the Board and any Committee on which they served.

Audit Committee

The Audit Committee of the Board presently consists of Messrs. Hall, Lee
and Greene and is responsible for meeting with the Company's independent
accountants regarding, among other issues, audits and adequacy of the Company's
accounting and control systems.

Compensation Committee; Compensation Sub-Committee

The Compensation Committee of the Board presently consists of Messrs. Bahr,
Cooper, and Liska, and has the authority to establish compensation policies and
recommend compensation programs to the Board. A sub- committee of the
Compensation Committee (the "Sub-Committee"), which presently consists of
Messrs. Bahr and Cooper, has the authority to grant options ("Options") and
restricted Full Voting Common Shares (the "Restricted Shares") under the
Incentive Plan and to administer the Incentive Plan and the Company's bonus
plan.

Investment Committee

The Investment Committee of the Board presently consists of Messrs. Igou,
MacGinnitie, Pardee and Riker, and has the authority to establish investment
policies and the responsibility for oversight of investment managers of the
Company's investment portfolio.

Nominating Committee

The Nominating Committee of the Board presently consists of Messrs.
Stanard, Mr. Greene. Mr. Lee and Mr. Pardee, and has the authority to consider
and approve, on behalf of the full Board, nominees to the Board, and to fill any
vacancies on the Board which may occur from time to time.

-12-
<PAGE>

The Nominating Committee will consider nominees to the Board recommended by
not less than twenty shareholders holding in the aggregate not less than 10% of
the outstanding paid up share capital of the Company. Any such recommendation
must be sent to the Secretary of the Company 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 the Company 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 filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of 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: (i) the name and record address of such shareholder; (ii) the
class or series and number of shares of capital stock of the Company which are
owned beneficially or of record by such shareholder; (iii) 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; (iv) 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
being named as a nominee and to serve as a director if elected. The Nominating
Committee may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

Special Transaction Committee

The Special Transaction Committee of the Board presently consists of Mr.
Cooper, Mr. Liska, Mr. MacGinnitie and Mr. Stanard and has the authority of the
Board to consider and approve, on behalf of the full Board, certain transactions
valued at up to $50 million.

Section 16(a) Beneficial Ownership Reporting Compliance

Under the Exchange Act, the Company's 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 the Company is required to disclose in
this Proxy Statement any failure by such persons to file these reports in a
timely manner during the 1999 fiscal year. Based upon the Company's review of
copies of such reports furnished to it, the Company believes that during the
1999 fiscal year its 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, except as described below.
Statements of Changes in Beneficial Ownership on Form 4 ("Form 4's") initially
filed in May 1998 for Messrs. Stanard, Riker, Eklund and Lummis may be deemed to
be filed late as a result of an inadvertent error contained in such filing. As
reflected in the amendments to such Form 4's filed in October 1999, the date of
grant was corrected to May 15, 1998 from May 6, 1998, and the exercise price was
corrected to $46.88 from $48.00. The May 1999 filing for Mr. Stanard may be
deemed to have been filed late as a result of an inadvertent error contained in
such filing. As reflected in the amendment to such Form 4 filed in September
1999, Mr. Stanard's beneficial ownership was initially overstated by 1,500
Shares.

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<PAGE>

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Committee Report on Executive Compensation

Executive Compensation Policy. The Company's compensation policy for all of
its executive officers is formulated and administered by the Compensation
Committee of the Board. The Compensation Committee also administers the
Incentive Plan, under which the Compensation Committee's Sub-Committee
periodically grants Options and Restricted Shares to the executive officers and
other employees of the Company. Exercise prices and vesting terms of Options
granted under the Incentive Plan are in the sole discretion of the
Sub-Committee.

The Company engaged the services of Sibson & Company, independent
consultants on executive compensation, during 1998 and 1999 to review the
executive compensation program and make recommendations to the Compensation
Committee regarding the design and guiding principles of the program.
Recommendations by Sibson & Company were approved by the Compensation Committee
in May of 1999.

The primary goals of the Company's compensation policy are to continue to
attract and retain talented executives at the Company's offshore location, to
reward results (i.e., contribution to shareholder value, benchmarked results for
key performance factors and accomplishment of agreed-upon goals) and to
encourage teamwork. The Compensation Committee believes that the total
compensation awarded should be concentrated in equity-based incentives to link
the interests of executives more closely with the interests of the Company's
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.

The Company has entered into employment agreements with each of the Named
Executive Officers, all of the officers of the Company and certain officers of
the Company's subsidiaries. These employment agreements were entered into in
recognition of the significant contribution of the officers to the success of
the Company 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 Sub-Committee may award discretionary
annual cash bonuses.

In accordance with the goals and evaluations of the Compensation Committee,
the Compensation Committee has approved a Stock Bonus Plan, and Long Term
Incentive Bonus Plan. Under the Stock Bonus Plan eligible employees may elect to
receive a grant of Common Shares of up to 50 percent of their bonus in lieu of
cash, with an associated matching grant of an equal number of Restricted Shares.
The Long Term Incentive Bonus is available to all current executive officers and
entitles those individuals to an incentive bonus based on cumulative returns on
equity over a multi-year period.

The Sub-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 the Company, as a result
of

-14-
<PAGE>

their respective personal investments and the Options and Restricted Shares
granted to them cause their interests to be well aligned with those of the
Company and its shareholders.

Chief Executive Officer's Compensation. The compensation of James N.
Stanard, President and Chief Executive Officer of the Company, 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 the financial and operating performance
of the Company. The Compensation Committee believes that the continuing
development of the Company, the operating results of the Company, the execution
of the Company's capital plan, the success in motivating the employees of the
Company, the articulation of the strategic vision of the Company and the current
market position of the Company were significantly impacted by Mr. Stanard and
members of his management team.

In recognition of Mr. Stanard's long term contribution to the Company and
to the enhancement of shareholder value, the Committee resolved that it would be
in the best interests of the Company and its shareholders to retain Mr. Stanard
to ensure that his contribution to the Company and the shareholders would
continue. In June 1998, the Company entered into an Amended Employment Agreement
with Mr. Stanard as described below.

Consistent with the Compensation Committee's general compensation
philosophy for the Company's executives, Mr. Stanard's compensation has been
weighted significantly towards equity-based incentives, and Mr. Stanard's annual
salary and cash bonuses have been targeted at the average of cash and bonus
compensation paid to chief executive officers at selected peer companies. The
Compensation Committee believes that Mr. Stanard's beneficial ownership position
in the Company, 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 the Company and its shareholders.

The Company 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
the Company's compensation payments.

Arthur S. Bahr, Chairman
Thomas A. Cooper
Paul J. Liska

-15-

<PAGE>

Performance Graph

The following graph compares the cumulative return on the Common Shares
during the fiscal periods ended December 31, 1995, 1996, 1997, 1998 and 1999 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 period
commencing with the effective date of the Company's initial public offering of
Common Shares on July 26, 1995 (the "Initial Public Offering") and ending on
December 31, 1999, assuming (i) $100 was invested on July 26, 1995 (the
effective date of the Initial Public Offering for which the initial price to the
public was $19.50 per Common Share) and (ii) reinvestment of dividends. 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 July 26, 1995 through December 31, 1999. As depicted in
the graph below, during this period, the cumulative total return (1) for the
Common Shares was 137.2%, (2) for the S&P 500 Composite Stock Price Index was
182.3% and (3) for the S&P Property-Casualty Industry Group Stock Price Index
was 41.1%.

--------------------------------------------------------
Comparison of Cumulative Total Return
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]

S&P Property-Casualty
RenaissanceRe Holdings Industry Group Stock
Ltd. S&P 500 Price Index
----------- ------- --------------------
26-Jul-95 100.00 100.00 100.00
31-Dec-95 155.77 111.01 124.61
31-Dec-96 169.23 135.44 151.56
31-Dec-97 226.28 181.82 218.74
31-Dec-98 204.60 233.49 194.90
31-Dec-99 237.19 282.27 141.09

--------------------------------------------------------

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<PAGE>

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, 1999, 1998 and 1997.

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
--------------------------------------- ---------------------------------------
Other Annual Restricted Securities LTIP All Other
Name and Compensation Stock Underlying Payments(5) Compensation
Principal Position Year Salary Bonus(1) (2) Awards (3) Options/SARs(4) (6)
- ------------------ ---- ------ -------- -------------- ---------- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James N. Stanard 1999 $434,167 $1,849,640 $321,775 $397,218 101,004 $528,550 $30,000
Chairman, President 1998 412,000 1,949,314 339,819 533,328 66,667 104,510 30,000
and Chief Executive 1997 407,000 709,875 332,905 4,222,218 249,269 NA 30,000
Officer

William I. Riker 1999 $284,175 $412,288 $208,794 $327,542 45,130 $67,592 $30,000
President and Chief 1998 260,417 412,249 147,117 3,530,880 46,862 28,027 30,000
Operating Officer of 1997 244,083 262,896 181,944 283,100 65,925 NA 30,000
Renaissance

David A. Eklund 1999 $263,125 $381,844 $238,306 $3,023,771 46,112 $67,592 $30,000
Executive Vice 1998 233,333 351,819 162,249 399,648 44,955 28,027 30,000
President and Chief 1997 205,833 255,861 139,166 283,100 62,598 NA 30,000
Underwriting Officer
of Renaissance

John M. Lummis 1999 $199,975 $202,500 $154,751 $252,645 25,795 $6,928 $30,000
Senior Vice 1998 190,000 140,000 142,985 69,984 28,000 NA 30,000
President and 1997 59,923 NA 137,453 NA 28,000 NA NA
Chief Financial
Officer(7)

Keith S. Hynes 1999 $67,500 NA $318,636 NA NA NA $30,000
Executive Vice 1998 261,250 $341,819 142,636 $394,656 47,347 $8,853 30,000
President(8) 1997 246,083 257,875 170,478 283,100 69,145 NA 30,000

</TABLE>

(1) The Annual Bonuses include grants of Common Shares that were issued in lieu
of a cash bonus under the Stock Bonus Plan described below; for 1999 for
Messrs. Riker, Eklund and Lummis of 3,497, 3,916, and 2,832, respectively:
for 1998 amounts for Messrs. Riker, Eklund and Lummis of 2,604, 2,604 and
1,458, respectively: and for 1997 for Messrs. Riker, and Eklund of 3,158
each. The 1999 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, as described, with respect to Mr. Stanard,
in the terms of Mr. Stanard's employment agreement. See "CEO Employment
Agreement". The 1998 amounts also include $1,349,314, $162,249, and
$101,819 in respect of an Additional Bonus and related taxes for Messrs.
Stanard, Riker, and Eklund, respectively.

(2) The 1999 amounts include housing expense reimbursement in the amount of
$252,024, $180,000, $180,000 and $108,000 for Messrs. Stanard, Riker,
Eklund and Lummis respectively. The 1998 amounts include housing expense
reimbursements in the amount of $206,505, $120,000, $138,000, and $108,000
for Messrs. Stanard, Riker, Eklund and Lummis respectively. The 1997
amounts include housing expense reimbursements in the amount of $173,040,
$108,000, $108,000, and $36,000 for Messrs. Stanard, Riker, Eklund and,
Lummis respectively. The 1997 amount also includes $90,203 in moving
expense reimbursement for Mr. Lummis.

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<PAGE>

(3) In 1999, Messrs. Stanard, Riker, Eklund and Lummis were granted 11,111,
5,665, 5,665, and 4,235 Restricted Shares, respectively, which vest ratably
over four years. In addition during 1999, Messrs. Riker, Eklund and Lummis
were granted 3,497, 3,916 and 2,832 Restricted Shares, respectively, which
related to the Company's Stock Bonus Plan 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. Also, in 1999,
Mr. Eklund was granted 75,000 Restricted Shares in connection with an
employment agreement he entered into in July 1999. In 1998, Mr. Riker was
granted 75,000 Restricted Shares in connection with an employment agreement
he entered in February 1998. Shares received by Mr. Eklund in 1999 and by
Mr. Riker in 1998, in connection with their employent agreements, vest
ratably over five years. In addition during 1998, Messrs. Riker, Eklund and
Lummis were granted 2,604, 2,604 and 1,458 Restricted Shares, respectively,
which related to the Company's Stock Bonus Plan. Also, in 1998, Messrs.
Riker and Eklund each received a grant of 5,722, Restricted Shares. In
1997, Mr. Stanard received 111,111 Restricted Shares in connection with an
Employment Agreement entered into in June 1997. In 1998, Mr. Stanard
entered into an amended Employment Agreement wherein 111,111 Restricted
Shares which were granted in 1997, received accelerated vesting and are
currently fully vested. The amounts granted in 1997 to each of Messrs.
Riker and Eklund represent 4,292 Restricted Shares, and 3,158 shares
related to the Company's Stock for Bonus Plan. Based on the price of the
Full Voting Common Shares on December 31, 1999 of $40.88 per share, the
aggregate value of unvested Restricted Shares held by Messrs. Stanard,
Riker, Eklund and Lummis on such date was $794,814, $3,225,487, $3,855,821,
and $328,594, respectively.

(4) Represents the aggregate number of Full Voting Common Shares subject to
Options granted to the Named Executive Officers during each of 1997, 1998,
and 1999, as applicable.

(5) Represents the amounts payable to Messrs. Stanard, Riker, Eklund and Lummis
as part of the Long Term Incentive Bonus Plan, as described below.

(6) Represents the amounts contributed to the account of each Named Executive
Officer under the Company's profit sharing retirement plan.

(7) Mr. Lummis commenced employment with the Company as Senior Vice President
and Chief Financial Officer on September 8, 1997.

(8) Mr. Hynes resigned as Executive Vice President of Renaissance effective
March 31, 1999. See "Severance Agreement."

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<PAGE>

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 1999.

Number of Potential Realizable
Securities % of Total Value at Assumed
Underlying Options Exercise or Annual Rates of
Options Granted to Base Expiration Stock Price Appreciation for
Name Granted Employees Price Date Option Term
- -------------------------- ------------ ------------ ------------ ---------- -----------------------------
5% 10%
---------- -----------
<S> <C> <C> <C> <C> <C> <C>
James N. Stanard 55,559 (1) 15.57% $35.75 5/14/2009 $1,249,132 $3,165,546
11,108 (2) 3.11% $35.75 5/14/2009 $249,741 $632,992
34,337 (3) 9.62% $41.68 3/26/2005 $443,520 $964,198

William I. Riker 34,505 (1) 9.67% $35.75 5/14/2009 $775,775 $1,965,967
3,352 (3) 0.94% $36.96 6/30/2005 $42,314 $95,826
2,502 (3) 0.70% $36.96 3/25/2005 $30,002 $67,467
2,968 (3) 0.83% $36.96 3/25/2005 $35,571 $79,983
1,803 (3) 0.51% $36.96 3/25/2005 $21,609 $48,588

David A. Eklund 34,505 (1) 9.67% $35.75 5/14/2009 $775,775 $1,965,967
6,163 (3) 1.73% $40.81 8/6/2006 $96,129 $223,252
2,842 (3) 0.80% $36.96 6/30/2005 $35,876 $81,246
2,602 (3) 0.73% $34.20 3/25/2005 $30,168 $68,191

John M. Lummis 25,795 (1) 7.23% $35.75 5/14/2009 $579,948 $1,469,703
--------- ----- ------ --------- -------- ----------
</TABLE>

(1) These Options were granted under the Incentive Plan and vest at a rate of
25 percent on each of May 14, 2000, May 14, 2001, May 14, 2002 and May 14,
2003.

(2) These Options granted under the Incentive Plan qualify as incentive stock
options ("ISO's") within the meaning of Section 422 of the Code, and vest
at the rate of 25% on each of May 14, 2000, May 14, 2001, May 14, 2002 and
May 14, 2003.

(3) Consists solely of "Reload Options" granted under the Incentive Plan.
Pursuant to the terms of the Incentive Plan, Reload Options are fully
exercisable on the date of grant.

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<PAGE>

AGGREGATE STOCK OPTION EXERCISE TABLE

The following table sets forth information regarding the exercise of
Options by Named Executive Officers during 1999. The table also shows the number
and value of unexercised Options held by the Named Executive Officers as of
December 31, 1999. The values of unexercised Options are based on a fair market
value of $40.88 per share on December 31, 1999.

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)
---- ----------- ------------ ------------- -----------------
<S> <C> <C> <C> <C>
James N. Stanard 67,635 $1,901,219 352,231/175,958 $2,343,898/$925,205
William I. Riker 22,069 $508,846 101,825/114,329 $486,473/$574,925
David A. Eklund 17,100 $283,346 107,571/114,329 $1,134,833/$574,925
John M. Lummis N/A N/A 21,000/60,795 $40,320/$172,648
Keith S. Hynes 25,975 $398,831 N/A N/A
</TABLE>

(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, 1999, less the applicable Option exercise price.

LONG TERM INCENTIVE PLAN

The Company maintains a Long Term Incentive Bonus Plan for the officers of
the Company. In general under the Plan, bonuses are paid over a four-year period
if the Company achieves pre-established performance targets within the four-year
performance cycle. The plan provides for sequential four-year performance
cycles; accordingly, additional four year periods are expected to become
effective under the Plan 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 the Company's 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
the Company meets the cumulative Return on Equity ("ROE") targets for the
preceding fiscal year. However, if the Company does 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, the
Company's underperformance in one category, or in one year, can be offset by its
outperformance 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 current four-year cycle if the EPS and
ROE targets are met. Since the the Plan is expected to be reset in future years,
payments actually received in the calendar years indicated may include
additional amounts earned with respect to future four year periods. In addition,
the amounts below are estimates and amounts to be paid under the current plan
may vary from such estimates based on the Company's results.

-20-
<PAGE>

LONG TERM INCENTIVE PLAN - AWARDS IN LAST FISCAL YEAR

2000 2001 2002 2003
---- ---- ---- ----
James N. Stanard $53,200 $53,200 $53,200 $53,200

William I. Riker $27,125 $27,125 $27,125 $27,125

David A. Eklund $27,125 $27,125 $27,125 $27,125

John M. Lummis $18,750 $18,750 $18,750 $18,750

Director Compensation

The RenaissanceRe Holdings Ltd. Amended and Restated Non-Employee Director
Stock Plan, as amended (the "Directors Plan"), provides equity compensation for
those directors of the Company (the "Non-Employee Directors") who are not
employees of the Company, the Investors or any of their respective affiliates.
The Directors Plan provides for (i) annual grants of Full Voting Common Shares
with an aggregate fair market value of $15,000; (ii) grants of options to
purchase 6,000 Full Voting Common Shares upon appointment to the Board (or such
later date as the Board may establish) (iii) thereafter as of each subsequent
annual general meeting of shareholders, each director (so long as he continues
to serve as a director of the Company after the date of such subsequent annual
general meeting) shall automatically be granted options to purchase 2,000 Full
Voting Common Shares, in each case 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; (iv) grants of Full Voting Common Shares from time to
time in such number as the Board may determine; and (v) grants of options to
purchase Full Voting Common Shares from time to time, at such price and in such
number as the Board may determine. Non-Employee Directors also receive an annual
retainer of $10,000 under such 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, the Company provides to all directors
reimbursement of all expenses incurred in connection with service on the Board.

CEO Employment Agreement

On June 3, 1998, Renaissance entered into a Third Amended and Restated
Employment Agreement with James N. Stanard (the "CEO Employment Agreement"). The
CEO Employment Agreement provides that Mr. Stanard will serve as Chief Executive
Officer of the Company until July 1, 2001, 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
including reasonable housing and relocation expenses in connection with his
moving to and residing in Bermuda, reasonable business-related expenses incurred
by him in connection with the performance of his duties, an automobile,
first-class air travel for himself and his family between Bermuda and the United
States, professional tax and financial planning services and tax reimbursement
for any additional income tax liability of Mr. Stanard attributable to certain
of the foregoing. Mr. Stanard may receive an annual bonus consistent with the
treatment of other executive officers of the Company at the discretion of the
Compensation Committee. Mr. Stanard is entitled to an additional annual bonus of
$815,000 (the "Additional Bonus"), plus 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

-21-
<PAGE>

respect of the related Additional Bonus. This Additional Bonus is payable on
each of June 30, 1998, 1999, 2000 and 2001.

Mr. Stanard is eligible under the terms of the CEO Employment Agreement to
earn a Long Term Incentive Bonus ("Incentive Bonus") as described under the Long
Term Incentive Plan. Pursuant thereto, Mr. Stanard was awarded $528,550 in 1999
and is currently eligible to receive payments (if earned) as follows: $581,749,
payable in each of June 2000 and June 2001, $477,249 payable in June 2002, and
$53,200 payable in June 2003. See "Long Term Incentive Plan."

The CEO Employment Agreement accelerated the vesting schedule of the
111,111 Restricted Shares granted to Mr. Stanard in July of 1997. On June 3,
1998, 83,333 of the Restricted Shares vested and on June 23, 1998, the remaining
27,778 vested. In the event Mr. Stanard's employment is terminated under
circumstances where a portion of the 83,333 shares of Restricted Shares as to
which vesting was accelerated to June 3, 1998, would have been forfeited to the
Company pursuant to the terms of the Restricted Stock Agreement with respect to
such shares, Mr. Stanard will be required to transfer and deliver to the Company
that number of Common Shares (other than Restricted Shares) equal to the number
of shares of Restricted Shares which would have been so forfeited. This
obligation is unsecured and Mr. Stanard is not required to escrow, set aside,
legend or otherwise designate any specific securities for purposes of satisfying
such obligation. The CEO Employment Agreement provides for grants of options and
restricted stock as determined by the Board of Directors. The vesting of such
awards and any future awards will be accelerated in the event of a termination
of Mr. Stanard's employment by Renaissance without Cause (as defined below), or
by Mr. Stanard with Good Reason (as defined below), or by reason of Mr.
Stanard's death or disability unless, with respect only to future awards, Mr.
Stanard is otherwise notified by Renaissance at 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 the
business of the Company and Renaissance, and not engage in business activities
that are competitive with the business of the Company and Renaissance. 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 the business or
policies of the Company and Renaissance.

Under the CEO Employment Agreement, "Cause" generally means Mr. Stanard's
(i) willful and continued failure to substantially perform his duties, (ii)
engaging in willful misconduct which is demonstrably and materially injurious to
the Company or Renaissance, (iii) commission of an act of fraud or embezzlement
against the Company or Renaissance, (iv) conviction of a felony or (v) material
breach of his confidentiality or noncompetition obligations. "Good Reason"
generally means (i) an assignment to Mr. Stanard of duties materially
inconsistent with his current authority, duties or responsibilities, or other
material diminution or adverse change in his current authority, duties or
responsibilities without his consent, (ii) a material breach of the CEO
Employment Agreement by Renaissance, (iii) a failure by Renaissance to have any
successor be bound by the terms of the CEO Employment Agreement or (iv) a
decision by the Board to effect a winding down and dissolution of Renaissance.

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 Renaissance without Cause or by Mr. Stanard for Good Reason, Mr.
Stanard may not engage in business practices competitive with the business of
Renaissance

-22-
<PAGE>

and its affiliates for a period of one year from termination. In exchange for
this non-competition obligation, Renaissance 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, Renaissance may, within 14 days of such termination, elect not to
enforce the non-competition obligation, in which case it is not obligated to pay
the amounts described in the preceding sentence.

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, the Company 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).

The CEO Employment Agreement also provides that, in the event of a
termination 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 to him through June 2002, reduced by the aggregate amount of all
previous Incentive Bonuses paid to Mr. Stanard (the "Remaining Incentive
Balance"). These payments are required to be made irrespective of whether
applicable ROE targets have been met.

Employment Agreements with other Named Executive Officers

On July 1, 1997, the Company entered into employment agreements with each
of Messrs. Riker, and Eklund and entered into an employment agreement with Mr.
Lummis on September 8, 1997. Mr. Eklund's agreement was subsequently amended, as
discussed below, on July 1, 1999 and Mr. Riker's on February 4, 1998. These
agreements (i) will be extended for successive one-year periods, unless either
party gives 30 days notice, (ii) provide for a base salary at a rate to be
determined by the Board in its discretion, upon the recommendation of the Chief
Executive Officer, (iii) provide for bonuses payable at the discretion of
Renaissance, plus an Additional Bonus similar in terms to that available to Mr.
Stanard, (iv) provide for expense reimbursement arrangements for relocation,
housing and automobile expenses and (v) contain provisions relating to incentive
structures, exclusivity of services, non-competition and confidentiality similar
to those contained in the CEO Employment Agreement. Upon termination of an
executive's employment by Renaissance for any reason other than death or
disability, Renaissance will be required to continue to pay the executive 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, in
equal monthly installments commencing upon his termination of employment, in
exchange for the executive's undertaking not to compete with Renaissance and its
affiliates for one year after the termination. Under certain circumstances,
Renaissance 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 (as defined in the agreements) occurs and, on
or within one year following the date of such Change in Control, the applicable
executive's employment is terminated without Cause, or Renaissance elects not to
extend the term of the employment agreement, or the applicable executive
terminates his employment for "Good Reason" Renaissance will 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 executive's employment agreement plus (ii)
the highest regular annual bonus paid or payable to the applicable executive
over the preceding three fiscal years and the Restricted Shares

-23-
<PAGE>

held by the executive will become fully vested. For purposes of these
agreements, "Cause" means an executive's (i) failure to substantially perform
his duties, (ii) engaging in misconduct which is injurious to Renaissance or any
of its divisions, subsidiaries or affiliates, (iii) commission of an act of
fraud or embezzlement against Renaissance or any of its divisions, subsidiaries
or affiliates, (iv) the conviction of a felony or (v) a material breach of the
executive's exclusivity, confidentiality or noncompetition obligations. "Good
Reason" means (i) any action taken or failed to be taken by Renaissance which
changes the executive's position, authority, duties, or control, or reduces the
ability of the applicable executive to carry out such responsibilities, (ii) any
failure by Renaissance to comply with the applicable salary, bonus and benefits
provisions contained in such executive's employment agreement, (iii) any
requirement by Renaissance that the applicable executive be employed at any
location other than his current Bermuda location, and (iv) any failure by
Renaissance to obtain the assumption of an agreement to perform the obligations
under the employment agreement by a successor or assignee.

On July 1, 1999, Mr. Eklund entered into an amended employment agreement in
connection with his appointment as Chief Underwriting Officer of Renaissance to
replace the employment agreement between him and Renaissance entered into in May
1997. The amended agreement expires on June 30, 2004 (unless sooner terminated
as provided therein) and is substantially similar to Mr. Eklund's previous
employment agreement, except that the new agreement provided for the grant of
75,000 Restricted Shares that will vest at the rate of 20% per year on a
cumulative basis, commencing on May 14, 2000.

On February 4, 1998, Mr. Riker entered into an amended employment agreement
in connection with his appointment as President and Chief Operating Officer of
Renaissance to replace the employment agreement between him and Renaissance
entered into in July 1997. The amended agreement expires on June 30, 2003
(unless sooner terminated as provided therein) and is substantially similar to
Mr. Riker's previous agreement, except that the new agreement provided for the
grant of 75,000 Restricted Shares that will vest at the rate of 20% per year on
a cumulative basis, commencing on June 30, 1999.

Severance Agreement

Mr. Hynes resigned as Executive Vice President of Renaissance effective
March 31, 1999. Pursuant to his separation agreement with Renaissance, Mr. Hynes
received monthly severance payments for a six month period beginning March 31,
1999 in the amount of $45,000 per month. Renaissance also reimbursed Mr. Hynes
for the cost of terminating his residential lease in Bermuda and for certain
other costs. Additionally, the vesting of 8,222 Restricted Shares granted to Mr.
Hynes on May 6, 1998 was accelerated, and Mr. Hynes received those shares.

Stock Bonus Plan

The Company maintains an employee stock bonus plan (the "Stock Bonus Plan")
pursuant to which the Board of Directors may issue Common Shares under the
Incentive Plan. Under the Stock Bonus Plan, 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 three years. 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 1999, the Company
issued 26,822 Common Shares and 26,822 matching Restricted Shares under the
Stock Bonus Plan having an aggregate value of approximately $1.9 million.

-24-
<PAGE>

PROPOSAL 1-- THE COMPANY BOARD PROPOSAL

Four directors are to be elected at the Annual Meeting. The Company's
Bye-Laws provide for a classified Board, consisting of eleven members (which the
Board may determine to expand to twelve members) divided into three classes of
approximately equal size. At the Annual Meeting, the shareholders will elect
four of the eleven directors as Class II Directors, who shall serve until the
Company's 2003 Annual Meeting.

Of the continuing directors, (i) four of the eleven directors are Class I
Directors, who shall serve until the Company's 2002 Annual Meeting; and (ii)
four of the eleven directors are Class III Directors, who shall serve until the
Company's 2001 Annual Meeting. A shareholder executing the enclosed proxy card
may vote for any or all of the Nominees or may withhold such shareholder's vote
from any or all Nominees. 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 2003):
- ------------------------------------------------------------------

NAME AGE POSITION
- ---- --- --------
THOMAS A. COOPER 63 DIRECTOR
KEWSONG LEE 34 DIRECTOR
W. JAMES MACGINNITIE 61 DIRECTOR
JAMES N. STANARD 51 PRESIDENT AND CHIEF EXECUTIVE
OFFICER, CHAIRMAN OF THE BOARD
OF DIRECTORS

CONTINUING DIRECTORS

CLASS I DIRECTORS (WHOSE TERMS EXPIRE IN 2002):
- -----------------------------------------------

NAME AGE POSITION
- ---- --- --------
EDMUND B. GREENE 61 DIRECTOR
BRIAN HALL 58 DIRECTOR
SCOTT E. PARDEE 63 DIRECTOR
WILLIAM I. RIKER 40 DIRECTOR, EXECUTIVE VICE
PRESIDENT OF RENAISSANCE

CLASS III DIRECTORS (WHOSE TERM EXPIRES IN 2001:
- ------------------------------------------------

NAME AGE POSITION
- ---- --- --------
ARTHUR S. BAHR 68 DIRECTOR
GERALD L. IGOU 65 DIRECTOR
PAUL J. LISKA 43 DIRECTOR
HOWARD H. NEWMAN 52 DIRECTOR(1)

(1) Mr. Newman has informed the Company that he intends to resign from the
Board following the Annual Meeting.

-25-
<PAGE>

RECOMMENDATION AND VOTE

Approval of the Company Board 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 ELECTION OF
THE COMPANY BOARD PROPOSAL.

PROPOSAL 2 -- THE COMPANY AUDITORS PROPOSAL

Upon recommendation of the Audit Committee, the Board proposes that the
shareholders appoint the firm of Ernst & Young LLP to serve as the independent
auditors of the Company for the 2000 fiscal year until the 2001 Annual Meeting.
Ernst & Young LLP served as the Company's independent auditors for the 1999
fiscal year. A representative of Ernst & Young LLP 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.

RECOMMENDATION AND VOTE

Approval of the Company 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 COMPANY AUDITORS PROPOSAL.

PROPOSAL 3 -- THE RENAISSANCE BOARD PROPOSAL

In accordance with the Company's Bye-Laws, shareholders of the Company are
entitled to vote on proposals to be considered by the Company, as the holder of
all outstanding capital shares of Renaissance, at all general meetings of
shareholders of Renaissance.

Four directors of Renaissance are to be elected at the Annual Meeting. The
Bye-Laws of Renaissance provide for a classified Board, consisting of eleven
members (which the Renaissance Board may determine to expand to twelve members)
divided into three classes of approximately equal size. At the Annual Meeting,
the shareholders will elect four of the eleven directors of Renaissance as Class
II Directors, who shall serve until the Renaissance 2003 Annual Meeting. Of the
continuing directors, (i) four of the eleven directors of Renaissance are Class
I Directors, who shall serve until the Renaissance 2002 Annual Meeting; and (ii)
four of the eleven directors of Renaissance are Class III Directors, who shall
serve until the Renaissance 2001 Annual Meeting.

A shareholder executing the enclosed proxy card may vote for any or all of
the Nominees or may withhold such shareholder's vote from any or all Nominees.
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.

-26-
<PAGE>

NOMINEES

CLASS II DIRECTORS (WHOSE TERMS WILL EXPIRE (IF ELECTED) IN 2003):
- ------------------------------------------------------------------

CONTINUING DIRECTORS

CLASS I DIRECTORS (WHOSE TERMS EXPIRE IN 2002):
- -----------------------------------------------

NAME AGE POSITION
- ---- --- --------
EDMUND B. GREENE 61 DIRECTOR
BRIAN HALL 58 DIRECTOR
SCOTT E. PARDEE 63 DIRECTOR
WILLIAM I. RIKER 40 DIRECTOR, EXECUTIVE VICE
PRESIDENT OF RENAISSANCE

CLASS III DIRECTORS (WHOSE TERM EXPIRES IN 2001:
- ------------------------------------------------

NAME AGE POSITION
- ---- --- --------
ARTHUR S. BAHR 68 DIRECTOR
GERALD L. IGOU 65 DIRECTOR
PAUL J. LISKA 43 DIRECTOR
HOWARD H. NEWMAN 52 DIRECTOR(1)

(1) Mr. Newman has informed the Company that he intends to resign from the Board
following the Annual Meeting.

RECOMMENDATION AND VOTE

Approval of the Renaissance Board 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 ELECTION OF
THE RENAISSANCE BOARD PROPOSAL.

-27-
<PAGE>

PROPOSAL 4 -- THE RENAISSANCE AUDITORS PROPOSAL

Upon recommendation of the Audit Committee, the Board proposes that the
shareholders appoint the firm of Ernst & Young LLP to serve as the independent
auditors of Renaissance for the 2000 fiscal year until the 2001 Annual Meeting.
Ernst & Young LLP served as Renaissance's independent auditors for the 1999
fiscal year. A representative of Ernst & Young LLP 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.

RECOMMENDATION AND VOTE

Approval of the Renaissance 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 RENAISSANCE AUDITORS PROPOSAL.

-28-
<PAGE>

ADDITIONAL INFORMATION

Other Action at the Annual Meeting

A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1999, including financial statements for the year ended December
31, 1999 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, the Company has no knowledge of any
business, other than that described herein, which 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 2001 Annual General Meeting of Shareholders

Shareholder proposals must be received in writing by the Secretary of the
Company no later than November 25, 2000 and must comply with the requirements of
the Securities and Exchange Commission and the Company's Bye-laws in order to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to the Annual General Meeting to be held in 2001. 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 general meetings of the Company must comply
with the advance notice procedures and other provisions set forth in the
Bye-Laws of the Company 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 the Company be
received by the Secretary of the Company not less than 60 days prior to the
general meeting.

If a shareholder proposal is introduced in the 2001 annual general meeting
of shareholders without any discussion of the proposal in the Company' s proxy
statement, and the shareholder does not notify the Company on or before February
9, 2001, 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
the Company for the 2001 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.

-29-

<PAGE>

[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 3, 2000.

The undersigned shareholder of RenaissanceRe Holdings Ltd. (the "Company")
hereby appoints John M. Lummis and Martin J. Merritt, 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 February 18, 2000 at the Annual General Meeting of
Shareholders of the Company to be held on May 3, 2000, 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.

[x] PLEASE MARK VOTES AS IN
THIS EXAMPLE

<TABLE>
<CAPTION>
<S> <C> <C> <C>
For Withhold For All Except
1. To elect four Class II directors of the Company
to serve until the Company's 2003 Annual General
Meeting of Shareholders. [ ] [ ] [ ]

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(s).

CLASS II DIRECTORS:
-------------------
THOMAS A. COOPER
KEWSONG LEE
W. JAMES MACGINNITIE
JAMES N. STANARD

For Against Abstain
2. To appoint the firm of Ernst & Young LLP,
independent auditors, to serve as the Company's
independent auditors for the 2000 fiscal year until
the Company's 2001 Annual General Meeting of
Shareholders, and to refer the determination of the
auditors' remuneration to the Board. [ ] [ ] [ ]

For Withhold For All Except
3. In accordance with the Company's Bye-laws, to vote
on a proposal to be considered by the Company, as
the holder of all outstanding shares of Renaissance
Reinsurance Ltd. ("Renaissance"), to elect four
Class II directors of Renaissance to serve until the
2003 Annual General Meeting of Shareholders of [ ] [ ] [ ]
Renaissance.

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(s).

CLASS II DIRECTORS:
-------------------
THOMAS A. COOPER
KEWSONG LEE
W. JAMES MACGINNITIE
JAMES N. STANARD

For Against Abstain
4. In accordance with the Company's Bye-laws, to vote
on a proposal to be considered by the Company, as the
holder of all outstanding shares of Renaissance, to
appoint the firm of Ernst & Young LLP, independent
auditors, to serve as Renaissance's independent auditors
for the 2000 fiscal year until the Company's 2001
Annual General Meeting of Shareholders and to refer
the determination of the auditors' remuneration to the
Board. [ ] [ ] [ ]
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
<S> <C>
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PLEASE VOTE, DATE AND SIGN THIS PROXY BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
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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.
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Please be sure to sign and date this Proxy. Date
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Shareholder sign here Co-owner sign here
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