AMENDED AND RESTATED
                              --------------------
                              EMPLOYMENT AGREEMENT
                              --------------------

                  This Amended and Restated Employment Agreement is dated as of
June 30, 2003 and is entered into between Renaissance Reinsurance Ltd. (the
"Company"), and Kevin J. O'Donnell ("Employee").

                  WHEREAS, the Company and Employee are presently parties to an
Employment Agreement, dated as of June 1, 2000 (the "Prior Agreement"); and

                  WHEREAS, the Company desires to enter into an amended and
restated agreement embodying the terms of Employee's continued employment (this
"Agreement") and the Employee desires to enter into this Agreement and to accept
such continued employment, subject to the terms and provisions of this
Agreement.

                  NOW, THEREFORE, the parties hereby agree:

                                   ARTICLE I.

                     Employment, Duties and Responsibilities
                     ---------------------------------------

         1.01. Employment. During the Term (as defined below), Employee shall
serve as a key employee of the Company. Employee agrees to devote his full time
and efforts to promote the interests of the Company.

         1.02. Duties and Responsibilities. Employee shall have such duties and
responsibilities as specified by the person to which the Employee directly
reports and who supervises the Employee's work on a regular basis (the "Direct
Supervisor"). These duties and responsibilities may be modified from time to
time and as are consistent with the Employee's position.

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

                                  ARTICLE II.

                                      Term
                                      ----

         2.01. Term. Subject to Article V, the employment of the Employee under
this Agreement shall be for a term (the "Term") commencing as of the date first
written above and continuing until the first anniversary of the date first
written above; provided, however, that the Term shall be extended for successive
one-year periods as of each anniversary date of the date first written above
(each, a "Renewal Date") unless, with respect to any such Renewal Date,






either party hereto gives the other party at least 30 days prior written notice
of its election not to so extend the Term.

                                  ARTICLE III.

                            Compensation and Expenses
                            -------------------------

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

                  (a)   Salary; Bonus. The Company shall pay Employee a base
salary at a rate to be determined by the Company's Board, upon recommendation of
the Direct Supervisor, or if such Direct Supervisor is not an officer of the
Company, an officer of the Company. Bonuses shall be payable at the discretion
of the Company. Salary and bonuses shall be payable in accordance with the
normal payment procedures of the Company and subject to such withholding and
other normal employee deductions as may be required by law.

                  (b)   Awards. Employee may participate in the stock incentive
plans of the Company, as amended through the date hereof and hereafter from time
to time (the "Plans") of RenaissanceRe Holdings Ltd. ("Holdings"), the Company's
ultimate parent company. Employee may receive grants from time to time as
determined by the Compensation Committee of the Holdings Board of Directors.
Employee shall enter into separate award agreements with respect to such awards

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