PLEDGE AGREEMENT

(1)

The Pledgor and the Pledgee have entered into one or more Master Agreements (as defined in Exhibit A ) pursuant to which the Pledgee may, from time to time in its sole discretion, issue, or procure the issuance of, for the account of the Pledgor, letters of credit or similar or equivalent instruments (each a “ Credit ” and, collectively, the “ Credits ”).

(2)

The Pledgor has agreed to collateralize its obligations to the Pledgee that result from time to time under each Master Agreement and in respect of the Credits issued thereunder, whether now existing or from time to time hereafter incurred or arising, as such obligations are more fully defined in Section 3 of this Agreement as the Secured Obligations.

(3)

The Pledgor and the Pledgee desire to execute and deliver this Agreement for the purpose of securing the Secured Obligations and subjecting the property hereinafter described to the Lien of this Agreement as security for the performance of the Secured Obligations.

(4)

The Pledgor has opened account number RREF0741002 (together with any successor account opened and maintained for this purpose, the “ Account ”) with The Bank of New York Mellon at its office at One BNY Mellon Center, Pittsburgh, PA 15258, U.S.A.

(i)

the Account;

(ii)

the Securities and any Instruments or other Financial Assets credited to the Account or otherwise acquired by the Pledgee in any manner and under its control as Collateral (the “ Pledged Securities ”) including, without limitation, any Securities Account and Security Entitlement in respect of the Account, the Pledged Securities or any of them;

(iii)

all additional Investment Property (including without limitation) Securities, Security Entitlements, Financial Assets, or other property and all funds, cash or cash equivalents (together with any applicable Account or Securities Account) from time to time (A) received, receivable or otherwise distributed in respect of or in exchange or substitution for any other Collateral (all such funds, cash or cash equivalents to be Financial Assets for the purposes of this Agreement) or (B) otherwise acquired by the Pledgee in any manner and delivered to the Pledgee or under the control of the Pledgee as Collateral; and

(iv)

all proceeds (including, without limitation, cash proceeds) of any or all of the foregoing, including without limitation, proceeds that constitute property of the types described in clauses (i), (ii)  and (iii)  above.

(a)

On or prior to the date hereof, the Pledgor shall transfer or credit, or cause to be transferred or credited, all of the Pledged Securities to the Pledgee or to the Account or a Securities Account under arrangements acceptable to the Pledgee in its sole discretion. Pledgor shall deliver all other Collateral to the Pledgee or to a Securities Intermediary subject to the control of the Pledgee under arrangements acceptable to the Pledgee in its sole discretion. Upon the occurrence of and during the continuance of an Event of Default (as hereinafter defined), the Pledgor expressly authorizes the Pledgee and the Pledgee shall have the right, at any time it reasonably determines is necessary or desirable to enable the Pledgee to better perfect or protect the security interests granted hereunder, upon notice to the Pledgor, to transfer to or to register in the name of the Pledgee or any of its nominees any or all of the Collateral.

(b)

Upon the occurrence and during the continuance of an Event of Default, or at any time with the prior written consent of the Pledgor, the Pledgee may transfer, or require the Pledgor to transfer the Collateral from the Account to an account at Citibank, N.A. (London, England branch) and to execute a replacement deposit agreement (in substantially the customary form used by the Pledgee, a copy of which deposit agreement has been provided to Pledgor) in substitution for this Agreement.

(a)

The Pledgor is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and other approvals except where such failure would not have a material adverse effect on the Pledgor’s business) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.

(b)

The execution, delivery and performance by the Pledgor of this Agreement, and the consummation of the transactions contemplated hereby, are within the Pledgor’s corporate powers and have been duly authorized by all necessary corporate action.

(c)

The Pledgor’s exact legal name, as defined in Section 9-503(a) of the NYUCC, is correctly set forth in Schedule 3 hereto. Such Pledgor has only the trade names listed on Schedule 3 hereto. Such Pledgor is (i) located (within the meaning of Section 9-307 of the NYUCC) and (ii) has its chief executive office in the state or jurisdiction set forth in Schedule 3 hereto. The information set forth in Schedule 3 hereto with respect to such Pledgor is true and accurate in all respects. Such Pledgor has not previously changed its name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule 3 hereto except as disclosed in Schedule 4 hereto.

(d)

All Collateral consisting of certificated securities and instruments has been delivered to the Pledgee.

(e)

The Pledgor is the legal and beneficial owner of the Collateral free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement. No effective financing statement or other instrument similar in effect covering all or any part of such Collateral or listing the Pledgor or any trade name of the Pledgor as debtor with respect to such Collateral is on file in any recording office, except such as may have been filed in favor of the Pledgee.

(f)

No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party is required either (i) for the grant by the Pledgor of the assignment and security interest granted hereby, for the pledge by the Pledgor of the Collateral pursuant hereto or for the execution, delivery or performance of this Agreement by the Pledgor, (ii) for the perfection or maintenance of the pledge, assignment and security interest created hereby (including the first priority nature of such pledge, assignment or security interest), except for the filing of financing and continuation statements under the NYUCC, which financing statements have been duly filed and are in full force and effect, and the actions described in Section 4 with respect to the Collateral and the execution of the Account Control Agreement (as defined below), which actions have been taken and are in full force and effect or (iii) for the exercise by the Pledgee of its rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with the disposition of any portion of the Collateral by laws affecting the offering and sale of securities generally.

(g)

The execution, delivery and performance by the Pledgor of this Agreement and the consummation of the transactions contemplated hereby, do not and will not (i) violate any provision of law, rule or regulation applicable to the Pledgor; (ii) conflict with the charter or by-laws or substantively similar constitutive documents of the Pledgor; or (iii) contravene or conflict with, or create a lien (other than the lien in favour of the Pledgee created hereby) or right of termination or acceleration under, any contractual obligation binding upon the Pledgor.

(h)

The Pledgor shall cause Securities of the type specified in Schedule 1 (the “ Qualifying Collateral ”) to be pledged as Collateral so that at all times the Letter of Credit Value of such Securities shall, subject to the provisions of Section 7(B)(II) of this Agreement, equal or exceed an amount equal to 75% of the aggregate amount of the then outstanding Credits (the “ Required Account Value ”); and without limiting the foregoing, if at any time the Pledgor is not in compliance with the requirements of this subsection (h), the Pledgor shall within five Business Day cause additional Securities of the type specified in Schedule 1 to be held as Collateral pursuant to Section 2 to the extent required to cause the Pledgor to be in compliance with this subsection (h). Final determination as to whether a security shall be treated as Qualifying Collateral for the purposes of this Section 6(h) shall be at the sole discretion of the Pledgee.

The sum representing 25% of the aggregate amount of the then outstanding Credits which does not form part of the Required Account Value shall be defined for the purposes of this Agreement as the “ Unsecured Portion ”.

(i)

The Pledgor is the legal and beneficial owner of the Collateral and the Pledgor has and shall at all times have rights in, and good and marketable title to, the Collateral, free and clear of all Liens and “adverse claims” (as such term is defined in Section 8-102(a)(1) of the NYUCC), save as may have been disclosed by the Pledgor to the Pledgee in writing prior to the date of this Agreement. Liens in favour of Citibank, N.A. securing the Pledgor’s reimbursement obligations to Citibank, N.A. in connection with the issuance of letters of credit shall be deemed to have been disclosed in writing to the Pledgee. The Pledgor undertakes, upon becoming aware that it is to be subject to a Change of Control, to promptly inform the Pledgee of such fact and to enter into such additional documentation as may be required in order to ensure that the rights of the Pledgee under this Agreement are in no way prejudiced including, but not limited to, the entering into of new Master Agreement and/or Pledge Agreement on substantially the same terms as those existing at such time.

(j)

This Agreement and the pledge and assignment of the Collateral pursuant hereto create a valid security interest in the Collateral in which a security interest may be created under Article 9 of the NYUCC, securing the payment of such proportion of the Secured Obligations as is required under Section 6(h) hereof, (ii) this Agreement and the related Account Control Agreement, dated as of the date hereof (“the Account Control Agreement”), by and among the Pledgor, the Pledgee and The Bank of New York Mellon are sufficient to perfect such security interest as to which perfection can be achieved by possession, control or the filing of financing statements under the NYUCC, and (iii) assuming the Pledgee has no notice of any Liens or “adverse claims” (as such terms is defined in Section 8-102(a)(1) of the NYUCC) with respect to the Collateral, the Pledgee will take the Collateral free and clear of any Liens and adverse claims.

A.

The Pledgor undertakes to the Pledgee that it shall:

(a)

provide the Pledgee with each annual 10K filing made by RenaissanceRe Holdings Ltd., as soon as it is available and in any event within 95 days of its financial year end;

(b)

provide the Pledgee with each 10Q filing made by RenaissanceRe Holdings Ltd., as soon as it is available and in any event within 50 days of the end of the relevant quarter; and

(c)

provide the Pledgee with a copy of the Pledgor’s unaudited balance sheet as soon as it is available and in any event within 50 days of the end of the relevant quarter, prepared in accordance with GAAP (subject to normal year-end adjustments and expect that footnote and schedule disclosure may be abbreviated);

B.        I

In respect of the Unsecured Portion only, the Pledgor undertakes to the Pledgee that it shall comply at all times with the following financial covenants:

(i)

Minimum Financial Strength Rating: the Pledgor will maintain at all times a Minimum Financial Strength Rating of at least “A-”.

“Financial Strength Rating” means (a) the financial strength rating given to the Pledgor by A.M. Best Company (or any successor) or (b) in the event that A.M. Best Company ceases to exist or to issue financial strength ratings generally, the equivalent financial strength rating given to the Pledgor by Standard & Poor’s Ratings Services (a division of The McGraw-Hill Companies, Inc.) (or any successor).

(ii)

Net Worth: Not to permit its Net Worth to be less than an amount equal to $960,000,000 (the “Required Net Worth”); provided, that, if the Pledgor’s Net Worth at any time is less than the Required Net Worth, but is greater than or equal to $800,000,000 (the “Minimum Net Worth”), then, so long as the Required Rating is maintained, the Pledgor shall not be deemed to have failed to meet this financial covenant for the purposes of Section 7(B)(II) below until the first day at which (i) the Net Worth is less than the Minimum Net Worth, (ii) the Financial Strength Rating is less than the Required Rating, (iii) there is no publicly available Financial Strength Rating or (iv) the date which is three months from the date the Net Worth was less than the Required Net Worth if Net Worth continues to be less than the Required Net Worth.

(iii)

Leverage: The Group will maintain at all times a ratio of consolidated debt for borrowed money (other than liens on invested assets pursuant to trusts) to Total Capital, of not greater than .35 : 1.00.

        II

Should the Pledgor fail to meet any one or more of the financial covenants in Section 7(B)(I), the Pledgor shall within five Business Days of request by the Pledgee, cause additional Securities of the type specified in Schedule 1 to be held as Collateral pursuant to Section 2 to the extent required so that at all times the Letter of Credit Value of all Securities held as Collateral shall equal or exceed an amount equal to the aggregate amount of the then outstanding Credits. In such an event, the definition of “ Required Account Value ” as utilised herein shall be deemed duly amended so as to incorporate the additional Collateral. Final determination as to whether a security shall be treated as Qualifying Collateral for the purposes of this Section 7(B)(II) shall be at the sole discretion of the Pledgee. Failure to comply with the terms of this Section 7(B)(II) shall comprise an Event of Default.

III

Should one of the financial covenants set out in Section 7(B)(I) have been breached, such that the collateralisation trigger in Section 7(B)(II) has been exercised and where the Pledgor has provided such additional Securities as are required to comply with said Section 7(B)(II), the Pledgee nevertheless agrees:-

(a)

that in the event that the breach has been rectified and the Pledgor can demonstrate, to the Pledgee’s reasonable satisfaction, that the financial covenants have been fully complied with for a period of two full calendar year quarters, then

(b)

it shall release such additional Securities as are then being provided by the Pledgor solely as a result of its failure to comply with Section 7(B)(I) and the Required Account Value shall be reduced to reflect such compliance and release.

For the avoidance of doubt, following a return of Collateral by the Pledgee as described in Section 7(B)(III)(b) above, Section 7 shall continue to apply as if such breach had not occurred. Should, therefore, a further breach of the financial covenants set out in Section 7(B)(I) take place, the Pledgor will again be required to provide such additional Securities as are required in order to comply with the requirements of Section 7(B)(II).

(a)

The Pledgor agrees that from time to time, at the expense of the Pledgor, the Pledgor will execute and deliver, or otherwise authenticate, within five Business Days of request, all further Instruments and documents, and take all further action, that may be necessary or desirable, or that the Pledgee may reasonably request, in order to continue, perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Pledgor will execute and file such financing or continuation statements, or amendments thereto, and such other Instruments or notices, as may be necessary or desirable, or as the Pledgee may reasonably request, in order to perfect and preserve the pledge, assignment and security interest granted or purported to be granted hereby.

(b)

The Pledgor hereby authorizes the Pledgee to file one or more financing or continuation statements, and amendments thereto, in each case without the signature of the Pledgor, and regardless of whether any particular asset described in such financing statements falls within the scope of the NYUCC or the granting clause of this Agreement. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Pledgor ratifies its authorization for the Pledgee to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

(c)

The Pledgor will furnish to the Pledgee from time to time statements and schedules further identifying and describing the Collateral of the Pledgor and such other reports in connection with such Collateral as the Pledgee may reasonably request, all in reasonable detail.