Exhibit
10.1

FOURTH AMENDMENT
 TO
 FIRST AMENDED AND RESTATED
REIMBURSEMENT AGREEMENT


RenaissanceRe



THIS
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED REIMBURSEMENT
AGREEMENT, dated as of November 22, 2005 (this
"Amendment"), is made among
RENAISSANCE REINSURANCE LTD., a Bermuda company, RENAISSANCE
REINSURANCE OF EUROPE, a company incorporated in Ireland,
GLENCOE INSURANCE LTD., a Bermuda company, and DAVINCI
REINSURANCE LTD., a Bermuda company (each of the foregoing, an
"Account Party"), RENAISSANCERE
HOLDINGS LTD., a Bermuda company
("RenRe"), the banks and financial
institutions listed on the signature pages hereto or that become
parties hereto after the date hereof (collectively, the
"Lenders"), and WACHOVIA BANK,
NATIONAL ASSOCIATION
("Wachovia"), as Issuing Bank,
Administrative Agent and Collateral Agent for the Lenders.

RECITALS

A.    The Account Parties, RenRe, the Lenders,
Wachovia and certain Co-Documentation Agents have entered into a First
Amended and Restated Reimbursement Agreement dated as of March 31,
2004, as amended by a First Amendment dated as of November 18, 2004, a
Second Amendment dated as of March 11, 2005 and a Third Amendment dated
as of April 29, 2005 (such agreement as amended, the
"Reimbursement Agreement").
Capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Reimbursement Agreement.

B.    The Account Parties have requested that the Reimbursement
Agreement be amended to  increase the Total Commitment to
$1,750,000,000.

C.    The Lenders and Wachovia have agreed to
amend the Reimbursement Agreement as requested by the Account Parties
and to effect such agreement the parties have entered into this
Amendment.

STATEMENT OF AGREEMENT


NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Account Parties,
RenRe, the Lenders and Wachovia (in its various capacities) hereby
agree as follows:

ARTICLE I

AMENDMENT

1.1    Amendment to Section 1.1 (Definition of Total
Commitment).    Section 1.01 of the Reimbursement Agreement
is hereby amended by deleting the definition of "Total
Commitment" in its entirety and replacing it as
follows:

"Total
Commitment" means at any time the lesser of
(a)  $1,750,000,000 (or such lesser amount as may be agreed in
writing among RenRe, the Administrative Agent and the Issuing Bank) and
(b)  the aggregate amount of the L/C Commitments then in
effect.

1.2    Amendment to Section 2.18 (Increase of
Total Commitment).    Section 2.18 of the Reimbursement
Agreement is hereby amended by deleting the Section in its entirety and
replacing it as follows:

Section 2.18 Intentionally
Deleted.

1








1.3    Amendment to Schedule 1
(L/C Commitments).    Schedule 1 of the Reimbursement
Agreement is hereby amended by deleting that Schedule in its entirety
and replacing it with the attached Schedule 1.


1.4    Amendment to Other
Schedules.    Schedules 4.01(a) and 4.06(d) of
the Reimbursement Agreement are hereby amended by deleting those
Schedules in their entirety and replacing them with the attached
Schedules 4.01(a) and 4.06(d).

ARTICLE
II

REPRESENTATIONS AND WARRANTIES

To induce the Lenders
and Wachovia to enter into this Amendment and to induce the Lenders to
extend the credit contemplated hereby, RenRe and each Account Party
individually and severally represents and warrants that:

2.1    Compliance with Reimbursement
Agreement.    Each such party is in compliance with all
terms and provisions set forth in the Reimbursement Agreement to be
observed or performed by them. No Substitution Event, Suspension Event,
Default, or Event of Default has occurred and is continuing.

2.2    Representations in Reimbursement
Agreement.    The representations and warranties of
each such party (with respect to itself and to RIHL) set forth in the
Reimbursement Agreement, except for those relating to a specific date
other than the date hereof, are true and correct in all material
respects on and as of the date hereof as if made on and as of the date
hereof after giving effect to the Amendment.

2.3    Other Credit Documents.    Each such
party, to the extent it is a party to any of the other Credit
Documents, is in compliance with all terms and provisions set forth
therein to be observed or performed by it. Nothing herein will affect
the validity or enforceability of the other Credit Documents, and all
Obligations (including such Obligations as increased pursuant to this
Amendment) secured or guaranteed under such other Credit Documents
shall remain so secured or guaranteed.

ARTICLE
III

GENERAL

3.1    Conditions
Precedent.    This Amendment shall be effective as of
the date first written above upon receipt by the Administrative Agent
of each of the following, each dated as of the date hereof (unless
otherwise specified), in form and substance reasonably satisfactory to
the Administrative Agent and in sufficient copies for each Lender:

(a) Counterparts of this Amendment duly executed by
each Account Party, RenRe, Wachovia (in its various capacities) and
each Lender.

(b) A certificate of each Credit
Party and RUM, signed on behalf of such Credit Party or RUM by its
President, a Director, its Chief Financial Officer, or a Vice President
(or equivalent officer) certifying to the continuing full force and
effect, both immediately before and after the effectiveness of this
Amendment, of each of the following agreements (to the extent such
entity is a party thereto): the Pledge Agreement for each Account
Party, the Control Agreement for each Account Party, the RIHL
Agreement, the RIHL Pledge Agreement, the RIHL Control Agreement, and
the RenRe Agreement.

(c) Certified copies of the
resolutions of the Board of Directors of each Credit Party approving
the transactions contemplated by the Amendment.

(d) A copy of a certificate of the Registrar of
Companies, Secretary of State or other appropriate official of the
jurisdiction of incorporation of each Credit Party, dated reasonably
near the date hereof, certifying as to the good standing (or local
equivalent) of such Credit Party to the extent such concept applies in
the jurisdiction of incorporation of a Credit Party.

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(e) A certificate of each
Credit Party, signed on behalf of such Credit Party by its President, a
Director, its Chief Financial Officer, or a Vice President (or
equivalent officer) and its Secretary or any Assistant Secretary (the
statements made in which certificate shall be true on and as of the
date hereof), certifying as to (1)  a true and correct copy of
the constitutional documents of such Credit Party as in effect on the
date on which the resolutions referred to in clause (c) above were
adopted and on the date hereof (or certifying that such constitutional
documents as previously delivered remain in effect and unchanged),
(2)  the due incorporation and good standing or valid existence
of such Credit Party as a company or corporation organized under the
laws of the jurisdiction of its organization, and the absence of any
proceeding for the dissolution or liquidation of such Credit Party,
(3)  the truth and correctness in all material respects of the
representations and warranties made by such Credit Party in the Credit
Documents as though made on and as of the date hereof, and (4)
the absence of any event occurring and continuing, or resulting from
the effectiveness of the Amendment, that constitutes a Substitution
Event, a Suspension Event, Default or Event of Default, provided that
the Secretary or Assistant Secretary need certify only as to the
matters in items (1) and (2) above.

(f) A
certificate of the Secretary or an Assistant Secretary of each Credit
Party certifying the names, incumbency and true signatures of the
officers of such Credit Party authorized to sign this Amendment and the
other documents to be delivered hereunder (or certifying that the
equivalent certificate delivered previously remains true and accurate
in all respects).

(g) A favorable opinion, each
in form and substance reasonably satisfactory to the Administrative
Agent, of (1)  Willkie Farr & Gallagher LLP, special New York
counsel for the Credit Parties, (2)  Conyers Dill & Pearman,
special Bermuda counsel for the Credit Parties (other than RRE), and
(3)  A&L Goodbody, special Irish counsel for RRE.

(h) Such other documents, certificates, opinions and
instruments as the Administrative Agent or any Lender may reasonably
request.

3.2    Effect of Amendment.    From
and after the effective date hereof, all references to the
Reimbursement Agreement set forth in any other Credit Document or other
agreement or instrument shall, unless otherwise specifically provided,
be references to the Reimbursement Agreement as amended or modified
hereby and as may be further amended, modified, restated or
supplemented from time to time. In addition, all terms defined in the
Reimbursement Agreement which have been modified pursuant to this
Amendment shall have such modified meanings when used in any other
Credit Documents. This Amendment is limited as specified and shall not
constitute or be deemed to constitute an amendment, modification or
waiver of any provision of the Reimbursement Agreement except as
expressly set forth herein. Except as expressly amended hereby, the
Reimbursement Agreement and the other Credit Documents shall remain in
full force and effect in accordance with their terms.

3.3    Addition of New Lenders.    Each
Lender party to this Amendment that was not previously a party to the
Reimbursement Agreement (a)  represents and warrants that
(i)  it has full power and authority, and has taken all action
necessary, to execute and deliver this Amendment and to become a Lender
under the Reimbursement Agreement, (ii)  from and after the date
hereof, it shall be bound by the provisions of the Reimbursement
Agreement as a Lender thereunder and, to the extent of its L/C
Commitment shown on Schedule 1 hereto, shall have the
obligations of a Lender thereunder, (iii)  it has received a copy
of the Reimbursement Agreement, together with copies of the most recent
financial statements delivered pursuant thereto, and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Amendment and it has
made such analysis and decision independently and without reliance on
the Administrative Agent or any other Lender, and (iv)  if it is
a Foreign Lender, it has separately delivered to the Administrative
Agent and the Credit Parties any documentation required to be delivered
by it pursuant to the terms of the Reimbursement Agreement, duly
completed and executed by such new Lender; and (b)  agrees that
(i)  it will, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under


3









the Credit Documents, and (ii)  it will
perform in accordance with their terms all of the obligations that by
the terms of the Credit Documents are required to be performed by it as
a Lender. Upon the effectiveness of this Amendment the aggregate Letter
of Credit Participating Interests shall be reallocated among all of the
Lenders Pro Rata based upon the L/C Commitments shown on Schedule
1, it being intended that the new Lender's L/C Commitments
and Letter of Credit Participating Interests shall be pari passu with
those of the other Lenders.

3.4    Applicable
Law.    THIS AMENDMENT HAS BEEN EXECUTED, DELIVERED
AND ACCEPTED IN, AND SHALL BE DEEMED TO HAVE BEEN MADE IN, NEW YORK AND
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS
THEREOF).

3.5    Counterparts.    This Amendment
may be executed in two or more counterparts, each of which shall
constitute an original, but all of which when taken together shall
constitute but one instrument.

3.6    Expenses.    The Account Parties
and RenRe agree to pay all out-of-pocket expenses incurred by the
Administrative Agent in connection with the preparation, execution and
delivery of this Amendment, including, without limitation, all
reasonable attorneys' fees.

3.7    Headings.    The headings of this
Amendment are for the purposes of reference only and shall not affect
the construction of this Amendment.

3.8    USA Patriot
Act Notice.    Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies each Account
Party and RIFL that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
"Act"), it is required to obtain,
verify and record information that identifies such Account Party or
RIHL, which information includes the name and address of such Account
Party or RIHL and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Account Party or
RIHL in accordance with the Act.

[Signatures begin on following
page.]

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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 first above written.


		RENAISSANCE
REINSURANCE LTD.





		By: /s/ John M.
Lummis                                

 Name:
John M. Lummis
 Title: Chief Financial Officer





		RENAISSANCE REINSURANCE OF EUROPE





		By: /s/ Michael Greene

 Name: Michael
Greene
 Title: Director





		GLENCOE INSURANCE
LTD.





		By: /s/ John M.
Lummis                                

 Name:
John M. Lummis
 Title: Chief Financial Officer




(SIGNATURES
CONTINUED)

Renaissance
Reinsurance Ltd., et al.
Fourth Amendment to A/R Reimbursement
Agreement
November 22, 2005

S-1









		DAVINCI REINSURANCE
LTD.





		By: /s/ John M.
Lummis                                

 Name:
John M. Lummis
 Title: Director





		RENAISSANCERE HOLDINGS LTD.





		By: /s/ John M.
Lummis                                

 Name:
John M. Lummis
 Title: Chief Financial Officer





		Address for each Credit Party:
 Renaissance
House
 8-20 East Broadway
 Pembroke HM 19 Bermuda
 Telecopy:
(441) 292-9453





(LENDER SIGNATURES ON
FOLLOWING PAGES)


Renaissance
Reinsurance Ltd., et al.
Fourth Amendment to A/R Reimbursement
Agreement
November 22, 2005

S-2









		WACHOVIA BANK, NATIONAL
ASSOCIATION, as Administrative Agent, as Collateral Agent, as
Issuing Bank and as a Lender





		By: /s/
William R.
Goley                                

 Name:
William R. Goley
 Title: Director




Renaissance Reinsurance Ltd., et
al.
Fourth Amendment to A/R Reimbursement Agreement
November 22,
2005

S-3









		NATIONAL AUSTRALIA BANK
LIMITED, ABN 12-004-044-937, as Co-Documentation Agent and as a
Lender





		By: /s/ Clinton M.
Johnson

 Name: Clinton M. Johnson
 Title: Senior Vice
President




Renaissance Reinsurance
Ltd., et al.
Fourth Amendment to A/R Reimbursement
Agreement
November 22, 2005

S-4









		ING BANK, N.V., LONDON
BRANCH, as
 Co-Documentation Agent and as a Lender





		By: /s/ Nick Merchant

 Name: Nick
Merchant
 Title: Director





		By: /s/
Terence R. Bates

 Name: Terence R. Bates
 Title: Managing
Director




Renaissance Reinsurance
Ltd., et al.
Fourth Amendment to A/R Reimbursement
Agreement
November 22, 2005

S-5









		BARCLAYS BANK
PLC, as Co-Documentation Agent and as a Lender





		By: /s/ Paul Johnson

 Name: Paul
Johnson
 Title:
Director




Renaissance Reinsurance
Ltd., et al.
Fourth Amendment to A/R Reimbursement
Agreement
November 22, 2005

S-6









		LLOYDS TSB BANK
PLC, as Managing Agent and as a Lender





		By: /s/ Jason Eperon

 Name: Jason
Eperon
 Title: Assistant Vice President Financial





		Institutions USA E-004





		By: /s/ Candi Obrentz

 Name: Candi
Obrentz
 Title: Assistant Vice President Financial





		Institutions USA O-013




Renaissance Reinsurance Ltd., et
al.
Fourth Amendment to A/R Reimbursement Agreement
November 22,
2005

S-7









		BANK OF AMERICA,
N.A., as a Lender





		By: /s/ Timothy
Cassio

 Name: Timothy Cassio
 Title: Vice President




Renaissance Reinsurance Ltd., et
al.
Fourth Amendment to A/R Reimbursement Agreement
November 22,
2005

S-8









		CITIBANK, N.A., as
a Lender





		By: /s/ Michael A.
Taylor

 Name: Michael A. Taylor
 Title: Managing
Director




Renaissance Reinsurance
Ltd., et al.
Fourth Amendment to A/R Reimbursement
Agreement
November 22, 2005

S-9









		BAYERISCHE HYPO-UND
VEREINSBANK AG, as a Lender





		By: /s/
Michael F. Dayle

 Name: Michael F. Dayle
 Title:
Director





		By: /s/ Stephen R.
Lueker

 Name: Stephen R. Lueker
 Title: Director




Renaissance Reinsurance Ltd., et
al.
Fourth Amendment to A/R Reimbursement Agreement
November 22,
2005

S-10









		KEYBANK NATIONAL
ASSOCIATION, as a Lender





		By: /s/ Mary
K. Young

 Name: Mary K. Young
 Title: Vice President




Renaissance Reinsurance Ltd., et
al.
Fourth Amendment to A/R Reimbursement Agreement
November 22,
2005

S-11









		UBS LOAN FINANCE
LLC, as a Lender





		By: /s/ Richard L.
Tavron

 Name: Richard L. Tavron
 Title: Director





		By: /s/ Christopher Aitkin

 Name:
Christopher Aitkin
 Title: Associate Director




Renaissance Reinsurance Ltd., et
al.
Fourth Amendment to A/R Reimbursement Agreement
November 22,
2005

S-12









		THE BANK OF NEW
YORK, as a Lender





		By: /s/ Richard G.
Shaw

 Name: Richard G. Shaw
 Title: Vice President




Renaissance Reinsurance Ltd., et
al.
Fourth Amendment to A/R Reimbursement Agreement
November 22,
2005

S-13









		DEUTSCHE BANK AG NEW
YORK BRANCH, as a Lender





		By: /s/ Ruth
Leung

 Name: Ruth Leung
 Title: Director





		By: /s/ Richard Herder

 Name: Richard
Herder
 Title: Managing Director




Renaissance Reinsurance Ltd., et
al.
Fourth Amendment to A/R Reimbursement Agreement
November 22,
2005

S-14









		HSBC BANK USA,
NATIONAL ASSOCIATION, as a Lender





		By:
/s/ Lawrence Karp

 Name: Lawrence Karp
 Title: Senior
Vice President




Renaissance
Reinsurance Ltd., et al.
Fourth Amendment to A/R Reimbursement
Agreement
November 22, 2005

S-15









		MELLON BANK,
N.A., as a Lender





		By: /s/ Jeffrey R.
Dickson

 Name: Jeffrey R. Dickson
 Title: First Vice
President




Renaissance Reinsurance
Ltd., et al.
Fourth Amendment to A/R Reimbursement
Agreement
November 22, 2005

S-16









		THE BANK OF NOVA
SCOTIA, N.A.,
 as a Lender





		By:
/s/ Todd Meller

 Name: Todd Meller
 Title: Managing
Director




Renaissance Reinsurance
Ltd., et al.
Fourth Amendment to A/R Reimbursement
Agreement
November 22, 2005

S-17









		BNP PARIBAS, as a
Lender





		By: /s/ Joshua Landau


Name: Joshua Landau
 Title: Vice President





		By: /s/ Barry Chung

 Name: Barry
Chung
 Title: Vice President




Renaissance Reinsurance Ltd., et
al.
Fourth Amendment to A/R Reimbursement Agreement
November 22,
2005

S-18