Exhibit
10.3


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 granted to him
("Awards") under the Plans, and his rights
with respect to such Awards shall be governed by the Plans and such
award agreements.

(c)    Benefits.    Employee shall be eligible
to participate in such life insurance, health, disability and major
medical insurance benefits, and in such other employee benefit plans
and programs for the benefit of the employees and officers of the
Company, as may be maintained from time to time during the Term, in
each case to the extent and in the manner available to other employees
of the Company, subject to the terms and provisions of such plan or
program.

(d)    Vacation.    Employee shall
be entitled to reasonable paid vacation periods, in accordance with
Company policy, to be taken at his discretion, in a manner consistent
with his obligations to the Company under this Agreement, and subject,
with respect to timing, to the reasonable approval of the
Employee's supervisor at the Company.

(e)    Indemnification/Liability
Insurance.    The Company shall indemnify Employee as required
by the Bye-laws, and may maintain customary insurance policies
providing for indemnification of Employee.

3.02.    Expenses; Perquisites.    During the Term, the
Company shall provide Employee with the following expense
reimbursements and perquisites:

(a)    Business
Expenses.    The Company will reimburse Employee for reasonable
business-related expenses incurred by him in connection with the
performance of his duties hereunder, subject, however, to the
Company's policies relating to business-related expenses as in
effect from time to time.

(b)    Other
Benefits.    The Company may also provide for other benefits for
Employee as it determines from time to time.

ARTICLE IV.


Exclusivity,
Etc.


4.01.    Exclusivity.    Employee agrees
to perform his duties, responsibilities and obligations hereunder
efficiently and to the best of his ability. Employee agrees that he
will devote his entire working time, care and attention and best
efforts to such duties, responsibilities and obligations throughout the
Term.

4.02.    Other Business Ventures.    Employee
agrees that during the Term he will not own, directly or indirectly,
any controlling or substantial stock or other beneficial interest in
any business enterprise which is engaged in business activities that
are competitive with the business activities of the Company or any of
its divisions, subsidiaries or affiliates. The preceding sentence
notwithstanding, Employee may own, directly or indirectly, up to
1% of the outstanding capital stock of any business having a
class of capital stock which is traded on any major stock exchange or
in a national over-the-counter market.

4.03.    Confidential Information.    Employee agrees
that he will not, at any time during or after the Term, make use of or
divulge to any other person, firm or corporation any trade or business
secret, process, method or means, or any other confidential information
concerning the business or policies of the Company or any of its
divisions, subsidiaries or affiliates, which he may have learned in
connection with his employment hereunder. For purposes of this
Agreement, a "trade or business secret, process, method or
means, or any other confidential information" shall
include, but shall not be limited to, any confidential or proprietary
information, trade secrets, customer lists, drawings, designs,
information regarding product development, marketing plans, sales
plans, manufacturing plans, management organization information,
operating policies or manuals, business plans, financial records,


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packaging design or other financial,
commercial, business or technical information relating to the Company
or any of its divisions, subsidiaries or affiliates, or that the
Company or any of its subsidiaries or affiliates may receive belonging
to suppliers, customers or others who do business with the Company or
any of its divisions, subsidiaries or affiliates. Employee's
obligation under this Section 4.03 shall not apply to any information
which (i) is known publicly; (ii) is in the public domain or hereafter
enters the public domain without the fault of Employee; (iii) is known
to Employee prior to his receipt of such information from the Company
or any of its divisions, subsidiaries or affiliates, as evidenced by
written records of Employee; or (iv) is hereafter disclosed to Employee
by a third party not under an obligation of confidence to the Company
or any of its divisions, subsidiaries or affiliates. Employee agrees
not to remove from the premises of the Company, or as applicable, the
premises of any of its divisions, subsidiaries or affiliates, except as
an employee of the Company in pursuit of the business of the Company,
its divisions, subsidiaries or affiliates, or except as specifically
permitted in writing by the Company's Board, any document or
other object containing or reflecting any such confidential
information. Employee recognizes that all such documents and objects,
whether developed by him or by someone else, will be the sole exclusive
property of the Company and its divisions, subsidiaries or affiliates,
as applicable. Upon termination of his employment hereunder, Employee
shall forthwith deliver to the Company all such confidential
information, including without limitation all lists of customers,
correspondence, accounts, records and any other documents or property
made or held by him or under his control in relation to the business or
affairs of the Company or its subsidiaries or affiliates, and no copy
of any such confidential information shall be retained by him.

4.04.    Non-Competition Obligations.    During the
Term and, other than in the case of the death of the Employee, upon any
termination of the employment of the Employee (including a termination
by reason of either party's election not to extend the Term as
provided in Section 2.01), the Employee shall not, during the
Non-Competition Period (as defined below), directly or indirectly,
whether as an employee, consultant, independent contractor, partner,
joint venturer or otherwise, (A) engage in any business activities
relating to catastrophe modeling, or underwriting catastrophe risks, on
behalf of any person that competes, to a material extent, with the
Company or its affiliates, or engage in other business activities
reasonably determined by the Company's board to be competitive,
to a material extent, with any substantial type of kind of business
activities conducted by the Company or any of its affiliates at the
time of termination; (B) on behalf of any person or entity engaged in
business activities competitive with the business activities of the
Company or any of its divisions, subsidiaries or affiliates, solicit or
induce, or in any manner attempt to solicit or induce, any person
employed by, or as agent of, the Company or any of its divisions,
subsidiaries or affiliates to terminate such person's contract of
employment or agency, as the case may be, with the Company or with any
such division, subsidiary or affiliate or (C)  divert, or attempt
to divert, any person, concern, or entity from doing business with the
Company or any of its divisions, subsidiaries or affiliates, nor
attempt to induce any such person, concern or entity to cease being a
customer or supplier of the Company or any of its divisions,
subsidiaries or affiliates. The preceding sentence notwithstanding, in
the case of (i) any termination of employment by the Company or the
Employee, and (ii) an election by the Company or the Employee not to
extend the term as provided in Section 2.01, the Company may elect
within 30 days after such termination, to waive the Employee's
non-competition obligations, in which case it shall not be required to
make payments to the Employee during the Non-Competition Period, as
provided in section 5.05(a). Non-Competition Period means the period of
one year following the date of termination of employment, or such
shorter period as the Company may elect within 30 days after such
termination.

4.05.    Remedies.    Employee
acknowledges that the Company's remedy at law for a breach by him
of the provisions of this Article IV will be inadequate. Accordingly,
in the event of a breach or threatened breach by Employee of any
provision of this Article IV, the Company shall be entitled to
injunctive relief in addition to any other remedy it may have. If any
of the provisions of, or covenants contained in, this Article IV are
hereafter construed to be invalid or unenforceable in any jurisdiction,
the same shall not affect the remainder of the provisions or the
enforceability thereof in any other jurisdiction, which shall be given
full effect, without regard to the invalidity or unenforceability in
such 

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other jurisdiction. If any of the provisions
of, or covenants contained in, this Article IV are held to be
unenforceable in any jurisdiction because of the duration or
geographical scope thereof, the parties agree that the court making
such determination shall have the power to reduce the duration or
geographical scope of such provision or covenant and, in its reduced
form, such provision or covenant shall be enforceable; provided,
however, that the determination of such court shall not affect the
enforceability of this Article IV in any other jurisdiction.

ARTICLE
V.


Termination


5.01.    Termination for Cause.    The Company shall
have the right to terminate Employee's employment at any time for
"Cause". For purposes of this Agreement,
"Cause" shall mean (a) Employee's
failure to perform his duties under this Agreement, (b) the engaging by
Employee in misconduct which is injurious to the Company or any of its
divisions, subsidiaries or affiliates, monetarily or otherwise, (c) the
commission by Employee of any act of fraud or embezzlement (d) the
conviction of Employee of a felony, or (e) Employee's material
breach of the provisions of any of Sections 4.01, 4.02, 4.03, or 4.04
of this Agreement, provided Employee has received prior written notice
of such breach.

5.02.    Death.    In the event
Employee dies during the Term, the Employee's employment shall
automatically terminate, such termination to be effective on the date
of Employee's death.

5.03.    Disability.    In the event that Employee
suffers a disability which prevents him from substantially performing
his duties under this Agreement for a period of at least 90 consecutive
days, or 180 non-consecutive days within any 365-day period, and
Employee becomes eligible for the Company's long-term disability
plan, the Company shall have the right to terminate the
Employee's employment, such termination to be effective upon the
giving of notice to Employee in accordance with Section 6.03 of this
Agreement.

5.04.    Termination Without
Cause.    The Company may at any time terminate Employee's
employment for reasons other than Cause.

5.05.    Effect
of Termination.

(a)    Obligations of
Company.    In the event of any termination of the
Employee's employment hereunder, the Company shall pay Employee
any earned but unpaid base salary up to the date of termination. In
addition, upon a termination of Employee's employment for any
reason other than the Employee's death (including a termination
by reason of either party's election not to extend the Term as
provided in Section 2.01), the Company shall continue to pay Employee
during the Non-Competition Period his then current base salary (except
that, in the event of a Termination without Cause, a termination by
reason of Employee's disability, or in the event that the Company
elects not to extend the Term as provided in Section 2.01, the
continued monthly payments shall be based on 175% of
Employee's base salary as in effect at the time of
Employee's termination), with such amounts to be paid in equal
monthly installments commencing on the date which is one month after
the date of such termination and continuing for the term of the
Non-Competition Period. The preceding sentence notwithstanding, in the
event of a termination of employment described in the penultimate
sentence of Section 4.04 of this Agreement, if the Company elects to
waive the Employee's non-competition obligation within 30 days
after the date of such termination, the Company shall not be required
to make the payments described in the preceding sentence.

(b)    Awards.    Employee's rights with
respect to Awards, upon any termination of his employment with the
Company, shall be governed exclusively by the terms and conditions of
the Plans and any award agreements executed by Employee in connection
with the Plans.

(c)    Obligations of
Employee.    Employee may terminate his employment at any time
by 10 days' written notice to the Company. Employee shall have no
obligations to the Company under this Agreement after the termination
of his employment other than as provided in Section 5.07, and except
and to the extent Sections 4.03, 4.04 or 4.05 shall apply.

5.06.    Termination Following a Change in
Control.    In the event that a Change in Control (as such term
is defined in Holdings' 2001 Stock Incentive Plan) occurs and, on
or within one year 

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following the date of such Change in Control,
the Employee's employment is terminated by the Company without
Cause, or the Company elects not to extend the Term as provided in
Section 2.01, or the Employee terminates his employment voluntarily for
"Good Reason" (as hereinafter defined), then
in lieu of the payments described in the second sentence of Section
5.05(a), the Company shall pay the Employee, within fifteen days
following the date of such termination, a lump sum cash amount equal to
two times the sum of:

(a)    Employee's annual
base salary at the highest rate in effect during the Term; and

(b)    the highest regular annual bonus paid or payable to
the Employee over the preceding three fiscal years (excluding any
extraordinary or non-recurring bonus); provided, however, that in no
event shall the amount calculated in this subsection (b) exceed
150% of Employee's specified target bonus for the year in
which such termination occurs.

For purposes of this
Agreement, "Good Reason" means

(i)    any action taken or failed to be taken by
the Company or any of its officers which, without Employee's
prior written consent, changes Employee's position (including
titles), authority, duties or responsibilities from those in effect
prior to the Change in Control, or reduces Employee's ability to
carry out such duties and responsibilities;

(ii)    any failure by the Company to comply with
any of the provisions of Section 3 of this Agreement, other than an
insubstantial or inadvertent failure which is remedied by the Company
promptly after receipt of notice thereof from Employee;

(iii)    the Company's requiring Employee to
be employed at any location more than 35 miles further from his current
principal residence than the location at which Employee was employed
immediately preceding the Change in Control; or

(iv)    any failure by the Company to obtain the
assumption of and agreement to perform this Agreement by a successor as
contemplated by Section 6.02(b) of this Agreement.

Except as specifically provided in this Section 5.06, the
effect of a termination of Employee's employment following a
Change in Control shall be governed by the provisions of Section of
5.05.

5.07.    Post-Termination
Cooperation.    Following any termination of Employee's
employment for any reason, Employee shall reasonably cooperate with the
Company to assist with existing or future investigations, proceedings,
litigations or examinations involving the Holdings, the Company or any
of their respective affiliates. For each day, or part thereof, that
Employee provides assistance to the Company as contemplated hereunder,
the Company shall pay Employee an amount equal to (x) divided by (y),
where (x) equals the sum of Employee's annual base salary and
target bonus as in effect on the date of Employee's termination
of employment, and (y) equals 200. In addition, upon presentment of
satisfactory documentation, the Company will reimburse Employee for
reasonable out-of-pocket travel, lodging and other incidental expenses
he incurs in providing such assistance. Employee shall not be required
to travel to Bermuda to provide any assistance contemplated hereunder,
but, if requested by the Company, shall make reasonable good faith
efforts to travel to such locations as the Company may reasonably
request.

ARTICLE
VI.


Miscellaneous


6.01.    Life Insurance.    Employee agrees that the
Company or any of its divisions, subsidiaries or affiliates may apply
for and secure and own insurance on Employee's life (in amounts
determined by the Company). Employee agrees to cooperate fully in the
application for and securing of such insurance, including the
submission by Employee to such physical and other examinations, and the
answering of such questions and furnishing of such information by
Employee, as may be required by the carrier(s) of such insurance.
Notwithstanding anything to the contrary contained herein, neither the
Company nor any of its divisions, subsidiaries or affiliates shall be
required to obtain any insurance for or on behalf of Employee.

6.02.    Benefit of Agreement; Assignment;
Beneficiary.    (a)    This Agreement shall inure to the
benefit of and be binding upon the Company and its successors and
assigns, including, without 

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limitation, any corporation or person which
may acquire all or substantially all of the Company's assets or
business, or with or into which the Company may be consolidated or
merged. This Agreement shall also inure to the benefit of, and be
enforceable by, Employee and his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees
and legatees.

(b)    The Company shall require any
successor (whether direct or indirect, by operation of law, by
purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such
succession had taken place.

6.03.    Notices.    Any notice required or permitted
hereunder shall be in writing and shall be sufficiently given if
personally delivered or if sent by telegram or telex or by registered
or certified mail, postage prepaid, with return receipt requested,
addressed: (a) in the case of the Company to Renaissance Services Ltd.,
Renaissance House, East Broadway, Hamilton, Bermuda, Attention:
Secretary, or to such other address and/or to the attention of
such other person as the Company shall designate by written notice to
Employee; and (b) in the case of Employee, to Employee at his then
current home address as shown on the Company's books, or to such
other address as Employee shall designate by written notice to the
Company. Any notice given hereunder shall be deemed to have been given
at the time of receipt thereof by the person to whom such notice is
given.

6.04.    Entire Agreement;
Amendment.    This Agreement contains the entire agreement of
the parties hereto with respect to the terms and conditions of
Employee's employment and supersedes any and all prior agreements
and understandings, whether written or oral, between the parties hereto
with respect to compensation due for services rendered hereunder,
including the Prior Agreement. This Agreement may not be changed or
modified except by an instrument in writing signed by both of the
parties hereto.

6.05.    Waiver.    The waiver by
either party of a breach of any provision of this Agreement shall not
operate or be construed as a continuing waiver or as a consent to or
waiver of any subsequent breach hereof.

6.06.    Headings.    The Article and Section headings
herein are for convenience of reference only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the
provisions hereof.

6.07.    Enforcement.    If any
action at law or in equity is brought by either party hereto to enforce
or interpret any of the terms of this Agreement, the prevailing party
shall be entitled to reimbursement by the other party of the reasonable
costs and expenses incurred in connection with such action (including
reasonable attorneys' fees), in addition to any other relief to
which such party may be entitled. Employee shall have no right to
enforce any of his rights hereunder by seeking or obtaining injunctive
or other equitable relief and acknowledges that damages are an adequate
remedy for any breach by the Company of this Agreement.

6.08.    Governing Law.    This Agreement shall be
governed by, and construed and interpreted in accordance with, the
internal laws of Bermuda without reference to the principles of
conflict of laws. The parties submit to the non-exclusive jurisdiction
of the courts of Bermuda.

6.09.    Agreement to Take
Actions.    Each party to this Agreement shall execute and
deliver such documents, certificates, agreements and other instruments,
and shall take such other actions, as may be reasonably necessary or
desirable in order to perform his or its obligations under this
Agreement or to effectuate the purposes hereof.

6.10.    No Mitigation; No Offset.    Employee shall
not be required to mitigate damages or the amount of any payment
provided for under this Agreement by seeking (and, without limiting the
generality of this sentence, no payment otherwise required under this
Agreement shall be reduced on account of) other employment or
otherwise, and payments under this Agreement shall not be subject to
offset in respect of any claims which the Company may have against
Employee.

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6.11.    Attorneys'
Fees.    Each party to this Agreement will bear its own expenses
in connection with any dispute or legal proceeding between the parties
arising out of the subject matter of this Agreement, including any
proceeding to enforce any right or provision under this Agreement.

6.12.    Termination; Survivorship.    This Agreement
shall terminate upon termination of the Employee's employment,
except that the respective rights and obligations of the parties under
this Agreement as set forth herein shall survive any termination of
this Agreement to the extent necessary to the intended preservation of
such rights and obligations.

6.13.    Validity.    The invalidity or
unenforceability of any provision or provisions of this Agreement shall
not affect the validity or enforceability of any other provision or
provisions of this Agreement, which shall remain in full force and
effect.

6.14.    Other Agreements.    Employee
represents and warrants to the Company that to the best of his
knowledge, neither the execution and delivery of this Agreement nor the
performance of his duties hereunder violates or will violate the
provisions of any other agreement to which he is a party or by which he
is bound.

6.15.    Subsidiaries,
etc.    (a)    The obligations of the Company under this
Agreement may be satisfied by any subsidiary or affiliate of the
Company for which Employee serves as an employee under this Agreement,
to the extent such obligations relate to Employee's employment by
such subsidiary or affiliate.

(b)    The rights of the
Company under this Agreement may be enforced by any Subsidiary or
affiliate of the Company for which Employee serves as an employee under
this Agreement, to the extent such rights relate to Employee's
employment by such subsidiary or affiliate.

6.16.    Counterparts.    This Agreement may be
executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the
same instrument.

ARTICLE
VII.


Indemnification of Employee


7.01.    Indemnification.    The Company shall defend,
hold harmless and indemnify Employee to the fullest extent permitted by
Bermuda law, as currently in effect or as it may hereafter be amended,
from and against any and all damages, losses, liabilities, obligations,
claims of any kind, costs, interest or expense (including, without
limitation, reasonable attorneys' fees and expenses)
(collectively, "Losses") that may be incurred
or suffered by Employee in connection with or arising out of his
service with the Company (whether prior to or following the date
hereof), subject only to the provisions of Section 7.02 below.

7.02.    Exceptions to Right of Indemnification.    No
indemnification shall be made under this Article VII in respect of the
following:

(a)    Losses relating to the disgorgement
remedy contemplated by Section 16 of the US Securities Exchange Act of
1934;

(b)    Losses arising out of a knowing violation
by Employee of a material provision of this Article VII or any other
agreement to which Employee is a party with the Company; and

(c)    Losses arising out of a final, nonappealable
conviction of Employee by a court of competent jurisdiction for a
knowing violation of criminal law.

Moreover, the Company
shall not effect any advances, or advance any costs, relating to any
proceeding (or part thereof) initiated by Employee unless the
initiation thereof was approved by the Board of Directors of the
Company, or as may be approved or ordered by a competent tribunal.

7.03.    Prepayment of Expenses.    Unless Employee
otherwise elects via written notice to the Company, expenses incurred
in defending any civil or criminal action, suit or proceeding shall be
paid by the Company in advance of the final disposition of such action,
suit or proceeding upon receipt by 

7









the Company of a written affirmation of
Employee's good faith belief that his conduct does not constitute
the sort of behavior that would preclude his indemnification under this
Article VII and Employee furnishes the Company a written undertaking,
executed personally or on his behalf, to repay any advances if it is
ultimately determined that he is not entitled to be indemnified by the
Company under this Article VII.

7.04.    Continuation of
Indemnity.    All agreements and obligations of the Company
contained in this Article VII shall continue during the period in which
Employee is employed the Company and shall continue thereafter so long
as Employee shall be subject to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal, by reason of the fact
that Employee was a employed by the Company.

7.05.    Indemnification Hereunder Not
Exclusive.    The indemnification and prepayment of expenses
provided by this Article VII is in addition to and shall not be deemed
exclusive of any other right to which Employee may be entitled under
the Company's Memorandum of Association, the Company's
Bye-Laws, any agreement, any vote of shareholders or disinterested
directors, Bermuda law, any other law (common or statutory) or
otherwise. Nothing contained in this Article VII shall be deemed to
prohibit the Company from purchasing and maintaining insurance, at its
expense, to protect itself or Employee against any expense, liability
or loss incurred by it or him, whether or not Employee would be
indemnified against such expense, liability or loss under this Article
VII; provided that the Company shall not be liable under this Article
VII to make any payment of amounts otherwise indemnifiable hereunder if
and to the extent that Employee has otherwise actually received such
payment under any insurance policy, contract, agreement or otherwise.
In the event the Company makes any indemnification payments to Employee
and Employee is subsequently reimbursed from the proceeds of insurance,
Employee shall promptly refund such indemnification payments to the
Company to the extent of such insurance reimbursement.

*        *        *

[Signatures appear on following
page.]

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IN WITNESS WHEREOF, the Company and
Employee have duly executed this Agreement as of the date first above
written.




											
	 		RENAISSANCE
REINSURANCE LTD.
	 		By:		/s/
Peter C. Durhager
	 		Name: Peter C.
Durhager
	 		Title: Chief
Administrative Officer
	 		EMPLOYEE
	 		By:		/s/ Kevin J.
O'Donnell
	 		Name: Kevin J.
O'Donnell
	 		Title: Senior Vice
President
	




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EMPLOYMENT AGREEMENT
ADDENDUM


This addendum supplements the terms of the
Employment Agreement (the "Agreement") dated
June 1, 2000 between Renaissance Reinsurance Ltd. (the
"Company"), and Kevin J. O'Donnell
("Employee"). (All defined terms set forth in
the Agreement shall have the same meaning in this Addendum.)

WHEREAS, the Company and the Employee desire to provide for the
minimum payment to be received by the Employee in the event of a
termination without Cause.

NOW THEREFORE, the parties agree:

Notwithstanding anything in the Agreement to the contrary, in the
event that the Employee is terminated by the Company without Cause,
then:

		
	1. 	The Company shall make
monthly payments to the Employee in an aggregate amount equal to
$365,000 (the "Required Amount").


		
	2. 	The Company shall be deemed to have
elected a Non-Competition Period equal to one year multiplied by a
fraction, the numerator of which is the Required Amount and the
Denominator of which is the full amount that would otherwise be due
pursuant to section 5.05(a) of the Agreement in the event of a
Termination without Cause and an election by the Company to have a
Non-Competition Period of one year. In no event shall more than a one
year Non-Competition Period be
required.


		
	3. 	The only amount due to
the Employee for the Non-Competition Obligations set forth in section
4.04 of the Agreement shall be the Required Amount, except that if the
Company elects a longer period than that contemplated under paragraph 2
above then the full amount specified in section 5.05(a) of the
Agreement shall be due.





											
	 		RENAISSANCE
REINSURANCE LTD.
	 		By:		/s/
Peter C. Durhager
	 		Name: Peter C.
Durhager
	 		Title: Chief
Administrative Officer
	 		EMPLOYEE
	 		By:		/s/ Kevin J.
O'Donnell
	 		Name: Kevin J.
O'Donnell
	 		Title: Senior Vice
President
	




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