EX-10.1






EXHIBIT 10.1




WAIVER




November 15, 2016




Reference is made to the Amended and Restated Bye-laws of RenaissanceRe Holdings Ltd. (the
"Bye-laws”). Defined terms not otherwise defined herein shall have the meanings ascribed
to them in the Bye-laws.



Each party hereto acknowledges that Bye-law 46A of the Bye-laws provides, except as otherwise
set forth therein, that no Person shall be permitted to own or control shares in the Company to the
extent that such Person or any other Person will be considered to own or control Controlled Shares,
as the Board may determine in its sole discretion, if the result would be to render such Person or
any other Person a Ten Percent Shareholder or cause the Company to become a “controlled foreign
corporation” within the meaning of Section 957 of the U.S. Internal Revenue Code.



BlackRock, Inc., on behalf of itself and its subsidiaries and affiliates, acknowledges and
agrees that Bye-law 46A of the Bye-laws provides that all Controlled Shares which a Person may own
or control which carry in excess of 9.9% of the voting rights of all the issued and outstanding
capital shares of the Company, as the Board may determine in its sole discretion, shall carry no
voting rights whatsoever in the hands of the Member actually owning such shares for the purpose of
the calculation of any vote which may or which is required to be taken at any general meeting of
the Company for any purpose.



In light of the foregoing, RenaissanceRe Holdings Ltd. waives the restrictions on the
acquisition of ownership in Bye-law 46A of the Bye-laws with respect to BlackRock, Inc.; up to a
maximum of shares representing 15% of the shares of the Company outstanding at any time of
measurement, provided that such waiver is revocable by the Company for any reason upon 30
days’ notice, including the fact that another Person is or may become a Ten Percent Shareholder or
may cause the Company to become a “controlled foreign corporation” within the meaning of Section
957 of the U.S. Internal Revenue Code, as the Board may determine in its sole discretion. The
parties shall reasonably cooperate with each other, and shall reasonably share such appropriate
information, to effectuate the calculation of the voting rights attributed to shares owned or
controlled by BlackRock, Inc. such that the aggregate voting power thereof does not in respect of
any such vote or solicitation exceed 9.9% in respect of any vote or solicitation relating to the
Company.



We have called to your attention that Maryland law requires prior notice and the Maryland
Insurance Administration approval of acquisitions of control of a Maryland-domestic insurer, such
as our subsidiary Renaissance Reinsurance U.S. Inc. or an entity directly or indirectly controlling
a Maryland-domestic insurer, including its holding company. We understand that any purchaser of 10%
or more of the outstanding voting securities of an insurance company, its holding company or any
other entity directly or indirectly controlling the insurance company is presumed to have acquired
control, unless the presumption is rebutted. Similar requirements may pertain to 10% ultimate
parent ownership of a Lloyd’s managing agent, Lloyd’s corporate member, Irish insurance company, or
under the regulatory regimes of other jurisdictions in which entities we own or have invested in
may be regulated. Beneficial ownership under the securities law does not always equate to purchase
or control under insurance law or regulation and we encourage you to seek your own counsel.



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IN WITNESS WHEREOF, the undersigned has caused this Waiver to be signed on its behalf by its
officer thereunto duly authorized as of the date first written above.




	 	 	 	RENAISSANCERE HOLDINGS LTD.






By: /s/ Stephen H. Weinstein

Name: Stephen H. Weinstein

Title: Senior Vice President, General

Counsel

& Corporate Secretary



ACKNOWLEDGED AND AGREED:



BLACKROCK, INC.



By: /s/ Daniel Riemer

Name: Daniel Riemer

Title: Vice President, Legal and Compliance





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