Exhibit
10.10

FIRST AMENDMENT AGREEMENT

THIS FIRST
AMENDMENT AGREEMENT (this "Amendment"), dated
as of August 11, 2005, is among RENAISSANCERE HOLDINGS LTD. (the
"Borrower"), the Lenders listed on the
signature pages hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as LC Issuer
and BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent for
the Lenders;

W I T N E S S E T H:

WHEREAS, the
parties hereto are parties to that certain Second Amended and Restated
Credit Agreement dated as of August 6, 2004 (the "Credit
Agreement");

WHEREAS, the parties hereto wish to
amend the Credit Agreement as hereinafter set forth;

NOW,
THEREFORE, the parties hereto, in consideration of the premises and the
mutual agreements herein contained, hereby agree as follows:

Section 1.    Credit Agreement Definitions. Capitalized
terms used herein that are defined in the Credit Agreement shall have
the same meaning when used herein unless otherwise defined herein.

Section 2.    Amendment To Credit Agreement. Effective on
(and subject to the occurrence of) the Amendment Effective Date (as
defined below), Section 7.7 of the Credit Agreement shall be
amended by adding the following new subsection (xii) immediately
following the end of subsection (xi) and prior to the proviso:

(xii) Liens not otherwise permitted under this
Section 7.7 provided that at any time the aggregate Fair
Market Value of the property subject to such Liens does not exceed
$50,000,000;

For the purposes of subsection (xii) of this
Section 7.7, the term "Fair Market
Value" shall mean (a) on any day other than the last day
of a Fiscal Quarter, the valuation assigned on such day to the property
subject to any such Lien by the third party custodian with whom such
property has been deposited for the benefit of the holder of such Lien
and (b) as of the last day of a Fiscal Quarter, the value of such
property booked by the Borrower in the financial statements required to
be delivered to the Administrative Agent and the Lenders pursuant to
Section 6.1(a).

Section 3.    Representation and
Warranties. In order to induce the Lenders, the LC Issuer and the
Administrative Agent to execute and deliver this Amendment, the
Borrower hereby represents and warrants to the Lenders, the LC Issuer
and to the Administrative Agent that both before and after giving
effect to the Amendment no Event of Default or Default has occurred and
is continuing or will result from the execution and delivery or
effectiveness of this Amendment.








Section 4.    Conditions to
Effectiveness. The Amendment set forth in Section 2 hereof shall
become effective on the date (the "Amendment Effective
Date") when the Administrative Agent shall have received
four counterparts of this Amendment executed by the Borrower, the
Administrative Agent and the Required Lenders.

Section
5.    Reaffirmation of Loan Documents. From and after the
date hereof, each reference to the Credit Agreement that appears in any
other Loan Document shall be deemed to be a reference to the Credit
Agreement as amended hereby. As amended hereby, the Credit Agreement is
hereby reaffirmed, approved and confirmed in every respect and shall
remain in full force and effect.

Section
6.    Counterparts; Effectiveness. This Amendment may be
executed by the parties hereto in any number of counterparts and by the
different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same agreement.

Section
7.    Governing Law; Entire Agreement. This Amendment shall
be deemed a contract made under and governed by the laws of the State
of New York. This agreement constitutes the entire understanding among
the parties hereto with respect to the subject matter hereof and
supersedes any prior agreements with respect thereto,

Section
8.    Loan Document. This Amendment is a Loan
Document.

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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their respective officers
thereunto duly authorized as of the date and year first above
written.





											
	 		RENAISSANCERE
HOLDINGS LTD.		 
	 		 		 
	 		By:
/s/ James N.
Stanard                                        

Title:
Chief Executive
Officer		 
	 		 		 
	 		BANK
OF AMERICA, NATIONAL
 ASSOCIATION, as Administrative Agent and

Lender		 
	 		 		 
	 		By:
/s/ Debra
Basler                                                

Title:
Senior Vice
President		 
	 		 		 
	 		THE
BANK OF N.T. BUTTERFIELD & SON

LIMITED.		 
	 		 		 
	 		By:
/s/ Simon van de
Weg                                    

Title:
VP-Corporate
Banking		 
	 		 		 
	 		THE
BANK OF NEW
YORK		 
	 		 		 
	 		By:
/s/ Sreecaran
Ganesan                                    

Title:
Vice
President		 
	 		 		 
	 		BARCLAYS
BANK
PLC		 
	 		 		 
	 		By:
/s/ J V
French                                                   

Title:
Director		 
	






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	 		CITIBANK,
N.A.		 
	 		 		 
	 		By:                                                                                     

Title:		 
	 		 		 
	 		DEUTSCHE
BANK AG, NEW YORK BRANCH,
 as LC Issuer and
Lender
	 		 		 
	 		By:                                                                                     

Title:		 
	 		 		 
	 		By:                                                                                     

Title:		 
	 		 		 
	 		HSBC
BANK US, NATIONAL
ASSOCIATION
	 		 		 
	 		By:                                                                                     

Title:		 
	 		 		 
	 		KEYBANK
NATIONAL
ASSOCIATION		 
	 		 		 
	 		By:
/s/ Mary K.
Young                                        

Title:
Vice
President		 
	 		 		 
	 		MELLON
BANK,
N.A.		 
	 		 		 
	 		By:                                                                                     

Title:		 
	






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	 		UBS
LOAN FINANCE
LLC		 
	 		 		 
	 		By:
/s/ Wilfred V.
Saint                             

Title:
Director		 
	 		 		 
	 		By:
/s/ Richard L.
Tavrow                        

Title:
Director		 
	 		 		 
	 		WACHOVIA
BANK, NATIONAL
ASSOCIATION
	 		 		 
	 		By:
/s/ William R.
Goley                           

Title:
Director		 
	






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