FORM OF JUNIOR SUBORDINATED
		INDENTURE
	 

	 
		RENAISSANCERE HOLDINGS LTD.,
		Issuer
	 

	 
		to
	 

	 
		DEUTSCHE BANK TRUST COMPANY
		AMERICAS, Trustee
	 

	 
	 

	 

	 
		INDENTURE
	 

	 
	 

	 

	 
		Dated as of ____________, 2007

	 

	 
		Junior Subordinated Debt
		Securities
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Reconciliation and tie between 
 Trust
		Indenture Act of 1939 (the “Trust Indenture Act”) 
 and Indenture
	 

	 
		 
	 

	 
			
				
				  Trust Indenture Act Section
				  
				

			 	
				
				   
				

			 	
				
				  Indenture
 Section
				

			 
	
				
				  §§ 310(a)(1)
				

			 	
				
				   
				

			 	
				
				  6.7
				

			 
	
				
				  (a)(2)
				

			 	
				
				   
				

			 	
				
				  6.7
				

			 
	
				
				  (b)
				

			 	
				
				   
				

			 	
				
				  6.8
				

			 
	
				
				  §§ 312(a)
				

			 	
				
				   
				

			 	
				
				  7.1
				

			 
	
				
				  (b)
				

			 	
				
				   
				

			 	
				
				  7.2
				

			 
	
				
				  (c)
				

			 	
				
				   
				

			 	
				
				  7.2
				

			 
	
				
				  §§.313(a)
				

			 	
				
				   
				

			 	
				
				  7.3
				

			 
	
				
				  (b)(2)
				

			 	
				
				   
				

			 	
				
				  7.3
				

			 
	
				
				  (c)
				

			 	
				
				   
				

			 	
				
				  7.3
				

			 
	
				
				  (d)
				

			 	
				
				   
				

			 	
				
				  7.3
				

			 
	
				
				  §§.314(a)
				

			 	
				
				   
				

			 	
				
				  7.4
				

			 
	
				
				  (c)(1)
				

			 	
				
				   
				

			 	
				
				  1.2
				

			 
	
				
				  (c)(2)
				

			 	
				
				   
				

			 	
				
				  1.2
				

			 
	
				
				  (e)
				

			 	
				
				   
				

			 	
				
				  1.2
				

			 
	
				
				  (f)
				

			 	
				
				   
				

			 	
				
				  1.2
				

			 
	
				
				  §§.316(a) (last
				  sentence)
				

			 	
				
				   
				

			 	
				
				  1.1
				

			 
	
				
				  (a)(1)(A)
				

			 	
				
				   
				

			 	
				
				  5.2, 5.12
				

			 
	
				
				  (a)(1)(B)
				

			 	
				
				   
				

			 	
				
				  5.13
				

			 
	
				
				  (b)
				

			 	
				
				   
				

			 	
				
				  5.8
				

			 
	
				
				  §§.317(a)(1)
				

			 	
				
				   
				

			 	
				
				  5.3
				

			 
	
				
				  (a)(2)
				

			 	
				
				   
				

			 	
				
				  5.4
				

			 
	
				
				  (b)
				

			 	
				
				   
				

			 	
				
				  10.3
				

			 
	
				
				  §§.318(a)
				

			 	
				
				   
				

			 	
				
				  10.8
				

			 

 

	 
		______________
	 

	 
		Note: This reconciliation and tie shall not,
		for any purpose, be deemed to be part of the Indenture.
	 

	 
		 
	 



	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Page No.
				

			 
	
				
				  ARTICLE I. DEFINITIONS AND OTHER
				  PROVISIONS OF GENERAL APPLICATION
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  Section 1.1. Definitions.
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  Section 1.2. Compliance Certificates
				  and Opinions.
				

			 	
				
				   
				

			 	
				
				  13
				

			 
	
				
				  Section 1.3. Form of Documents
				  Delivered to Trustee.
				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  Section 1.4. Acts of Holders.

				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  Section 1.5. Notices, etc. to
				  Trustee and Company.
				

			 	
				
				   
				

			 	
				
				  16
				

			 
	
				
				  Section 1.6. Notice to Holders of
				  Securities; Waiver.
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 1.7. Language of
				  Notices.
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 1.8. Conflict with Trust
				  Indenture Act.
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 1.9. Effect of Headings and
				  Table of Contents.
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 1.10. Successors and
				  Assigns.
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 1.11. Separability
				  Clause.
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 1.12. Holders of Preferred
				  Securities as Third Party Beneficiaries.
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 1.13. Benefits of
				  Indenture.
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 1.14. Governing Law.
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 1.15. Legal Holidays.

				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 1.16. Counterparts.
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 1.17. Judgment
				  Currency.
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 1.18. No Security Interest
				  Created.
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  Section 1.19. Limitation on
				  Individual Liability.
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  Section 1.20. Submission to
				  Jurisdiction.
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  ARTICLE II. SECURITIES FORMS
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  Section 2.1. Forms Generally.

				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  Section 2.2. Form of Trustee’s
				  Certificate of Authentication.
				

			 	
				
				   
				

			 	
				
				  22
				

			 
	
				
				  Section 2.3. Securities in Global
				  Form.
				

			 	
				
				   
				

			 	
				
				  22
				

			 
	
				
				  ARTICLE III. THE SECURITIES
				

			 	
				
				   
				

			 	
				
				  23
				

			 
	
				
				  Section 3.1. Amount Unlimited;
				  Issuable in Series.
				

			 	
				
				   
				

			 	
				
				  23
				

			 
	
				
				  Section 3.2. Currency;
				  Denominations.
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  Section 3.3. Execution,
				  Authentication, Delivery and Dating.
				

			 	
				
				   
				

			 	
				
				  27
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  Section 3.4. Temporary
				  Securities.
				

			 	
				
				   
				

			 	
				
				  29
				

			 
	
				
				  Section 3.5. Registration, Transfer
				  and Exchange.
				

			 	
				
				   
				

			 	
				
				  30
				

			 
	
				
				  Section 3.6. Mutilated, Destroyed,
				  Lost and Stolen Securities.
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  Section 3.7. Payment of Interest and
				  Certain Additional Amounts; Rights to Interest and Certain Additional Amounts
				  Preserved.
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  Section 3.8. Persons Deemed
				  Owners.
				

			 	
				
				   
				

			 	
				
				  36
				

			 
	
				
				  Section 3.9. Cancellation.
				

			 	
				
				   
				

			 	
				
				  37
				

			 
	
				
				  Section 3.10. Computation of
				  Interest.
				

			 	
				
				   
				

			 	
				
				  37
				

			 
	
				
				  Section 3.11. Extension of Interest
				  Payment Period.
				

			 	
				
				   
				

			 	
				
				  37
				

			 
	
				
				  Section 3.12. Right of
				  Set-Off.
				

			 	
				
				   
				

			 	
				
				  38
				

			 
	
				
				  Section 3.13. Agreed Tax
				  Treatment.
				

			 	
				
				   
				

			 	
				
				  38
				

			 
	
				
				  Section 3.14. Extension of Stated
				  Maturity; Adjustment of Stated Maturity Upon an Exchange.
				

			 	
				
				   
				

			 	
				
				  38
				

			 
	
				
				  Section 3.15. CUSIP Numbers.
				

			 	
				
				   
				

			 	
				
				  39
				

			 
	
				
				  ARTICLE IV. SATISFACTION AND
				  DISCHARGE OF INDENTURE
				

			 	
				
				   
				

			 	
				
				  39
				

			 
	
				
				  Section 4.1. Satisfaction and
				  Discharge.
				

			 	
				
				   
				

			 	
				
				  39
				

			 
	
				
				  Section 4.2. Defeasance and Covenant
				  Defeasance.
				

			 	
				
				   
				

			 	
				
				  41
				

			 
	
				
				  Section 4.3. Application of Trust
				  Money.
				

			 	
				
				   
				

			 	
				
				  45
				

			 
	
				
				  ARTICLE V. REMEDIES
				

			 	
				
				   
				

			 	
				
				  46
				

			 
	
				
				  Section 5.1. Events of
				  Default.
				

			 	
				
				   
				

			 	
				
				  46
				

			 
	
				
				  Section 5.2. Acceleration of
				  Maturity; Rescission and Annulment.
				

			 	
				
				   
				

			 	
				
				  47
				

			 
	
				
				  Section 5.3. Collection of
				  Indebtedness and Suits for Enforcement by Trustee.
				

			 	
				
				   
				

			 	
				
				  49
				

			 
	
				
				  Section 5.4. Trustee May File Proofs
				  of Claim.
				

			 	
				
				   
				

			 	
				
				  50
				

			 
	
				
				  Section 5.5. Trustee May Enforce
				  Claims without Possession of Securities or Coupons.
				

			 	
				
				   
				

			 	
				
				  51
				

			 
	
				
				  Section 5.6. Application of Money
				  Collected.
				

			 	
				
				   
				

			 	
				
				  51
				

			 
	
				
				  Section 5.7. Limitations on
				  Suits.
				

			 	
				
				   
				

			 	
				
				  51
				

			 
	
				
				  Section 5.8. Unconditional Right of
				  Holders to Receive Principal and any Premium, Interest and Additional
				  Amounts.
				

			 	
				
				   
				

			 	
				
				  52
				

			 
	
				
				  Section 5.9. Restoration of Rights
				  and Remedies.
				

			 	
				
				   
				

			 	
				
				  53
				

			 
	
				
				  Section 5.10. Rights and Remedies
				  Cumulative.
				

			 	
				
				   
				

			 	
				
				  53
				

			 
	
				
				  Section 5.11. Delay or Omission Not
				  Waiver.
				

			 	
				
				   
				

			 	
				
				  53
				

			 
	
				
				  Section 5.12. Control by Holders of
				  Securities.
				

			 	
				
				   
				

			 	
				
				  53
				

			 
	
				
				  Section 5.13. Waiver of Past
				  Defaults.
				

			 	
				
				   
				

			 	
				
				  54
				

			 
	
				
				  Section 5.14. Waiver of Usury, Stay
				  or Extension Laws.
				

			 	
				
				   
				

			 	
				
				  54
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  Section 5.15. Undertaking for
				  Costs.
				

			 	
				
				   
				

			 	
				
				  54
				

			 
	
				
				  ARTICLE VI. THE TRUSTEE
				

			 	
				
				   
				

			 	
				
				  55
				

			 
	
				
				  Section 6.1. Certain Rights of
				  Trustee.
				

			 	
				
				   
				

			 	
				
				  55
				

			 
	
				
				  Section 6.2. Notice of
				  Defaults.
				

			 	
				
				   
				

			 	
				
				  57
				

			 
	
				
				  Section 6.3. Not Responsible for
				  Recitals or Issuance of Securities.
				

			 	
				
				   
				

			 	
				
				  57
				

			 
	
				
				  Section 6.4. May Hold
				  Securities.
				

			 	
				
				   
				

			 	
				
				  58
				

			 
	
				
				  Section 6.5. Money Held in
				  Trust.
				

			 	
				
				   
				

			 	
				
				  58
				

			 
	
				
				  Section 6.6. Compensation and
				  Reimbursement.
				

			 	
				
				   
				

			 	
				
				  58
				

			 
	
				
				  Section 6.7. Corporate Trustee
				  Required; Eligibility.
				

			 	
				
				   
				

			 	
				
				  59
				

			 
	
				
				  Section 6.8. Resignation and
				  Removal; Appointment of Successor.
				

			 	
				
				   
				

			 	
				
				  59
				

			 
	
				
				  Section 6.9. Acceptance of
				  Appointment by Successor.
				

			 	
				
				   
				

			 	
				
				  61
				

			 
	
				
				  Section 6.10. Merger, Conversion,
				  Consolidation or Succession to Business.
				

			 	
				
				   
				

			 	
				
				  62
				

			 
	
				
				  Section 6.11. Appointment of
				  Authenticating Agent.
				

			 	
				
				   
				

			 	
				
				  62
				

			 
	
				
				  ARTICLE VII. HOLDERS LISTS AND
				  REPORTS BY TRUSTEE AND COMPANY
				

			 	
				
				   
				

			 	
				
				  64
				

			 
	
				
				  Section 7.1. Company to Furnish
				  Trustee Names and Addresses of Holders.
				

			 	
				
				   
				

			 	
				
				  64
				

			 
	
				
				  Section 7.2. Preservation of
				  Information; Communications to Holders.
				

			 	
				
				   
				

			 	
				
				  64
				

			 
	
				
				  Section 7.3. Reports by
				  Trustee.
				

			 	
				
				   
				

			 	
				
				  65
				

			 
	
				
				  Section 7.4. Reports by
				  Company.
				

			 	
				
				   
				

			 	
				
				  65
				

			 
	
				
				  ARTICLE VIII. CONSOLIDATION,
				  AMALGAMATIONS, MERGER AND SALES
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  Section 8.1. Company May
				  Consolidate, Etc., Only on Certain Terms.
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  Section 8.2. Successor Person
				  Substituted for Company.
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  Section 8.3. [RESERVED]
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 8.4. [RESERVED]
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE IX. SUPPLEMENTAL
				  INDENTURES
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  Section 9.1. Supplemental Indentures
				  without Consent of Holders.
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  Section 9.2. Supplemental Indentures
				  with Consent of Holders.
				

			 	
				
				   
				

			 	
				
				  68
				

			 
	
				
				  Section 9.3. Execution of
				  Supplemental Indentures.
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  Section 9.4. Effect of Supplemental
				  Indentures.
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  Section 9.5. Reference in Securities
				  to Supplemental Indentures.
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  Section 9.6. Conformity with Trust
				  Indenture Act.
				

			 	
				
				   
				

			 	
				
				  71
				

			 
	
				
				  Section 9.7. Effect on Senior
				  Indebtedness.
				

			 	
				
				   
				

			 	
				
				  71
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  Section 9.8. Notice of Supplemental
				  Indenture.
				

			 	
				
				   
				

			 	
				
				  71
				

			 
	
				
				  ARTICLE X. COVENANTS
				

			 	
				
				   
				

			 	
				
				  71
				

			 
	
				
				  Section 10.1. Payment of Principal,
				  any Premium, Interest and Additional Amounts.
				

			 	
				
				   
				

			 	
				
				  71
				

			 
	
				
				  Section 10.2. Maintenance of Office
				  or Agency.
				

			 	
				
				   
				

			 	
				
				  71
				

			 
	
				
				  Section 10.3. Money for Securities
				  Payments to Be Held in Trust.
				

			 	
				
				   
				

			 	
				
				  73
				

			 
	
				
				  Section 10.4. Additional
				  Amounts.
				

			 	
				
				   
				

			 	
				
				  74
				

			 
	
				
				  Section 10.5. Corporate
				  Existence.
				

			 	
				
				   
				

			 	
				
				  75
				

			 
	
				
				  Section 10.6. Waiver of Certain
				  Covenants.
				

			 	
				
				   
				

			 	
				
				  75
				

			 
	
				
				  Section 10.7. Company Statement as
				  to Compliance; Notice of Certain Defaults.
				

			 	
				
				   
				

			 	
				
				  76
				

			 
	
				
				  Section 10.8. [RESERVED]
				

			 	
				
				   
				

			 	
				
				  76
				

			 
	
				
				  Section 10.9. Additional
				  Sums.
				

			 	
				
				   
				

			 	
				
				  76
				

			 
	
				
				  Section 10.10. Prohibition Against
				  Dividends, etc.
				

			 	
				
				   
				

			 	
				
				  77
				

			 
	
				
				  Section 10.11. Payment of Expenses
				  of Each RenaissanceRe Trust.
				

			 	
				
				   
				

			 	
				
				  77
				

			 
	
				
				  Section 10.12. Ownership of Common
				  Securities.
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  Section 10.13. Calculation of
				  Original Issue Discount.
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  ARTICLE XI. REDEMPTION OF
				  SECURITIES
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  Section 11.1. Applicability of
				  Article.
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  Section 11.2. Election to Redeem;
				  Notice to Trustee.
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  Section 11.3. Selection by Trustee
				  of Securities to be Redeemed.
				

			 	
				
				   
				

			 	
				
				  79
				

			 
	
				
				  Section 11.4. Notice of
				  Redemption.
				

			 	
				
				   
				

			 	
				
				  79
				

			 
	
				
				  Section 11.5. Deposit of Redemption
				  Price.
				

			 	
				
				   
				

			 	
				
				  81
				

			 
	
				
				  Section 11.6. Securities Payable on
				  Redemption Date.
				

			 	
				
				   
				

			 	
				
				  81
				

			 
	
				
				  Section 11.7. Securities Redeemed in
				  Part.
				

			 	
				
				   
				

			 	
				
				  82
				

			 
	
				
				  Section 11.8. Right of Redemption of
				  Securities Issued to a RenaissanceRe Trust.
				

			 	
				
				   
				

			 	
				
				  82
				

			 
	
				
				  ARTICLE XII. SINKING FUNDS
				

			 	
				
				   
				

			 	
				
				  83
				

			 
	
				
				  Section 12.1. Applicability of
				  Article.
				

			 	
				
				   
				

			 	
				
				  83
				

			 
	
				
				  Section 12.2. Satisfaction of
				  Sinking Fund Payments with Securities.
				

			 	
				
				   
				

			 	
				
				  83
				

			 
	
				
				  Section 12.3. Redemption of
				  Securities for Sinking Fund.
				

			 	
				
				   
				

			 	
				
				  84
				

			 
	
				
				  ARTICLE XIII. REPAYMENT AT THE
				  OPTION OF HOLDERS
				

			 	
				
				   
				

			 	
				
				  84
				

			 
	
				
				  Section 13.1. Applicability of
				  Article.
				

			 	
				
				   
				

			 	
				
				  84
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  ARTICLE XIV. SECURITIES IN FOREIGN
				  CURRENCIES
				

			 	
				
				   
				

			 	
				
				  85
				

			 
	
				
				  Section 14.1. Applicability of
				  Article.
				

			 	
				
				   
				

			 	
				
				  85
				

			 
	
				
				  ARTICLE XV. MEETINGS OF HOLDERS OF
				  SECURITIES
				

			 	
				
				   
				

			 	
				
				  85
				

			 
	
				
				  Section 15.1. Purposes for Which
				  Meetings May Be Called.
				

			 	
				
				   
				

			 	
				
				  85
				

			 
	
				
				  Section 15.2. Call, Notice and Place
				  of Meetings.
				

			 	
				
				   
				

			 	
				
				  85
				

			 
	
				
				  Section 15.3. Persons Entitled to
				  Vote at Meetings.
				

			 	
				
				   
				

			 	
				
				  86
				

			 
	
				
				  Section 15.4. Quorum; Action.

				

			 	
				
				   
				

			 	
				
				  86
				

			 
	
				
				  Section 15.5. Determination of
				  Voting Rights; Conduct and Adjournment of Meetings.
				

			 	
				
				   
				

			 	
				
				  87
				

			 
	
				
				  Section 15.6. Counting Votes and
				  Recording Action of Meetings.
				

			 	
				
				   
				

			 	
				
				  88
				

			 
	
				
				  ARTICLE XVI. SUBORDINATION OF
				  SECURITIES
				

			 	
				
				   
				

			 	
				
				  88
				

			 
	
				
				  Section 16.1. Agreement to
				  Subordinate.
				

			 	
				
				   
				

			 	
				
				  88
				

			 
	
				
				  Section 16.2. Default on Company
				  Senior Indebtedness.
				

			 	
				
				   
				

			 	
				
				  89
				

			 
	
				
				  Section 16.3. Liquidation;
				  Dissolution; Bankruptcy.
				

			 	
				
				   
				

			 	
				
				  89
				

			 
	
				
				  Section 16.4. Subrogation.
				

			 	
				
				   
				

			 	
				
				  90
				

			 
	
				
				  Section 16.5. Trustee to Effectuate
				  Subordination.
				

			 	
				
				   
				

			 	
				
				  91
				

			 
	
				
				  Section 16.6. Notice by the
				  Company.
				

			 	
				
				   
				

			 	
				
				  92
				

			 
	
				
				  Section 16.7. Rights of the Trustee;
				  Holders of Company Senior Indebtedness.
				

			 	
				
				   
				

			 	
				
				  93
				

			 
	
				
				  Section 16.8. Subordination May Not
				  Be Impaired.
				

			 	
				
				   
				

			 	
				
				  93
				

			 
	
				
				  Section 16.9. Application by Trustee
				  of Assets Deposited with It.
				

			 	
				
				   
				

			 	
				
				  94
				

			 


		
		   
		

		
		   
		

		
		  v
		

		
		   
		



		
		

		

		
		  INDENTURE, dated as of __________, 2007
		  (the “Indenture”), between RENAISSANCERE HOLDINGS LTD., a company
		  duly organized and existing under the laws of Bermuda (hereinafter called the
		  “Company”), having its principal executive office located
		  at Renaissance House, 8-20 East Broadway, Pembroke HM 19, Bermuda and Deutsche
		  Bank Trust Company Americas, a New York banking corporation (hereinafter called
		  the “Trustee”), having its Corporate Trust Office located at 60
		  Wall Street, MS NYC 60-2515, New York, New York 10005. 
		

		
		  RECITALS
		

		
		  The Company has duly authorized the
		  execution and delivery of this Indenture to provide for the issuance from time
		  to time of its subordinated unsecured debentures, notes or other evidences of
		  indebtedness (hereinafter called the “Securities”), including, without limitation, Securities
		  issued to evidence loans made to the Company of the proceeds from the issuance
		  from time to time by one or more RenaissanceRe Trusts (as defined herein) of
		  preferred beneficial interests in the assets of such Trusts (the
		  “Preferred
		  Securities”) and common beneficial
		  interests in the assets of such Trusts (the “Common Securities” and, collectively with the Preferred Securities,
		  the “Trust
		  Securities”), unlimited as to
		  principal amount, to bear such rates of interest, to mature at such time or
		  times, to be issued in one or more series and to have such other provisions as
		  shall be fixed as hereinafter provided.
		

		
		  The Company has duly authorized the
		  execution and delivery of this Indenture. All things necessary to make this
		  Indenture a valid agreement of the Company, in accordance with its terms, have
		  been done.
		

		
		  This Indenture is subject to the
		  provisions of the Trust Indenture Act of 1939, as amended, and the rules and
		  regulations of the Securities and Exchange Commission promulgated thereunder
		  that are required to be part of this Indenture and, to the extent applicable,
		  shall be governed by such provisions. 
		

		
		  NOW, THEREFORE, THIS INDENTURE
		  WITNESSETH:
		

		
		  For and in consideration of the premises
		  and the purchase of the Securities by the Holders (as herein defined) thereof,
		  it is mutually covenanted and agreed, for the equal and proportionate benefit
		  of all Holders of the Securities or of any series thereof and any Coupons (as
		  herein defined), as follows:
		

		
		  ARTICLE I.
		

		
		  DEFINITIONS AND OTHER PROVISIONS OF
		  GENERAL APPLICATION
		

		
		  Section 1.1. Definitions.
		

		
		  Except as otherwise expressly provided in
		  or pursuant to this Indenture or unless the context otherwise requires, for all
		  purposes of this Indenture: 
		

		
		  (1) the terms defined in this Article have
		  the meanings assigned to them in this Article, and include the plural as well
		  as the singular;
		

		
		   
		

		
		   
		



		
		

		

		
		  (2) all other terms used herein which are
		  defined in the Trust Indenture Act, either directly or by reference therein,
		  have the meanings assigned to them therein;
		

		
		  (3) all accounting terms not otherwise
		  defined herein have the meanings assigned to them in accordance with generally
		  accepted accounting principles in the United States of America and, except as
		  otherwise herein expressly provided, the terms “generally accepted
		  accounting principles” or “GAAP” with
		  respect to any computation required or permitted hereunder shall mean such
		  accounting principles as are generally accepted in the United States of America
		  at the date or time of such computation;
		

		
		  (4) the words “herein,”
		  “hereof,” “hereto” and “hereunder” and other
		  words of similar import refer to this Indenture as a whole and not to any
		  particular Article, Section or other subdivision; and
		

		
		  (5) the word “or” is always used
		  inclusively (for example, the phrase “A or B” means “A or B or
		  both,” not “either A or B but not both”).
		

		
		  Certain terms used principally in certain
		  Articles hereof are defined in those Articles.
		

		
		  “Act”, when
		  used with respect to any Holders, has the meaning specified in Section
		  1.4.
		

		
		  “Additional Amounts” means any additional amounts which are required
		  hereby or by any Security, under circumstances specified herein or therein, to
		  be paid by the Company in respect of certain taxes, assessments or other
		  governmental charges imposed on Holders specified therein and which are owing
		  to such Holders.
		

		
		  “Additional Interest” means the interest, if any, that shall accrue on
		  any interest on the Securities of any series the payment of which has not been
		  made on the applicable Interest Payment Date and which shall accrue at the rate
		  per annum specified or determined as specified in such Security.
		

		
		  “Additional Sums” has the meaning specified in Section 10.9.

		

		
		  “Additional Taxes” means the sum of any additional taxes, duties and
		  other governmental charges to which a RenaissanceRe Trust has become subject
		  from time to time as a result of a Tax Event.
		

		
		  “Affiliate”
		  of any specified Person means any other Person directly or indirectly
		  controlling or controlled by or under direct or indirect common control with
		  such specified Person; provided, however, that an Affiliate of the Company
		  shall not be deemed to include any RenaissanceRe Trust to which Securities in
		  respect thereof have been issued. For the purposes of this definition,
		  “control,” when used with respect to any specified Person, means the
		  power to direct the management and policies of such Person, directly or
		  indirectly, whether through the ownership of voting securities, by contract or
		  otherwise; and the terms “controlling” and “controlled”
		  have the meanings correlative to the foregoing.
		

		
		   
		

		
		   
		

		
		  -2-
		

		
		   
		



		
		

		

		
		  “Authenticating Agent” means any Person authorized by the Trustee
		  pursuant to Section 6.11 to act on behalf of the Trustee to authenticate
		  Securities of one or more series.
		

		
		  “Authorized Newspaper” means a newspaper, in an official language of the
		  place of publication or in the English language, customarily published on each
		  day that is a Business Day in the place of publication, whether or not
		  published on days that are not Business Days in the place of publication, and
		  of general circulation in each place in connection with which the term is used
		  or in the financial community of each such place. Where successive publications
		  are required to be made in Authorized Newspapers, the successive publications
		  may be made in the same or in different newspapers in the same city meeting the
		  foregoing requirements and in each case on any day that is a Business Day in
		  the place of publication.
		

		
		  “Authorized Officer” means, when used with respect to the Company, the
		  Chairman of the Board of Directors, a Vice Chairman, the President, the Vice
		  President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer,
		  the Chief Investment Officer, the Chief Accounting Officer, the General
		  Counsel, the Secretary or an Assistant Secretary, of the Company.
		

		
		  “Bearer Security” means any Security in the form established
		  pursuant to Section 2.1 which is payable to bearer. “Board of
		  Directors” means the board of directors of the Company or any committee of
		  that board duly authorized to act generally or in any particular respect for
		  the Company hereunder.
		

		
		  “Board Resolution” means a copy of one or more resolutions,
		  certified by the Secretary or an Assistant Secretary of the Company to have
		  been duly adopted by the Board of Directors and to be in full force and effect
		  on the date of such certification, delivered to the Trustee.
		

		
		  “Business Day”, with respect to any Place of Payment or other
		  location, means, unless otherwise specified with respect to any Securities
		  pursuant to Section 3.1, any day other than a Saturday, Sunday or other day on
		  which banking institutions in such Place of Payment or other location are
		  authorized or obligated by law, regulation or executive order to close.
		

		
		  “Capital Stock” of any Person means any and all shares,
		  interests, rights to purchase, warrants, options, participations or other
		  equivalents of or interests in (however designated) equity of such Person,
		  including Preferred Stock, but excluding any debt securities convertible into
		  such equity.
		

		
		  “Capitalized Lease Obligation” means an obligation under a lease that is
		  required to be capitalized for financial reporting purposes in accordance with
		  generally accepted accounting principles, and the amount of Indebtedness
		  represented by such obligation shall be the capitalized amount of such
		  obligation determined in accordance with such principles.
		

		
		  “Code” means
		  the Internal Revenue Code of 1986, as amended.
		

		
		   
		

		
		   
		

		
		  -3-
		

		
		   
		



		
		

		

		
		  “Commission”
		  means the Securities and Exchange Commission, as from time to time constituted,
		  created under the Securities Exchange Act of 1934, as amended, or, if at any
		  time after the execution of this Indenture such Commission is not existing and
		  performing the duties now assigned to it under the Trust Indenture Act, then
		  the body performing such duties at such time.
		

		
		  “Common Securities” has the meaning specified in the first recital of
		  this Indenture.
		

		
		  “Common Stock” in respect of any Corporation means Capital Stock
		  of any class or classes (however designated) which has no preference as to the
		  payment of dividends, or as to the distribution of assets upon any voluntary or
		  involuntary liquidation or dissolution of such Corporation, and which is not
		  subject to redemption by such Corporation.
		

		
		  “Company”
		  means the Person named as the “Company” in the first paragraph of
		  this instrument until a successor Person shall have become such pursuant to the
		  applicable provisions of this Indenture, and thereafter “Company”
		  shall mean such successor Person, and any other obligor upon the
		  Securities.
		

		
		  “Company Request” and “Company Order” mean, respectively, a written request or order,
		  as the case may be, signed in the name of the Company by an Authorized Officer,
		  and delivered to the Trustee.
		

		
		  “Company Senior Indebtedness” means, with respect to the Securities of any
		  particular series, all Indebtedness of the Company outstanding at any time,
		  except (i) the Securities of such series, (ii) Indebtedness as to which, by the
		  terms of the instrument creating or evidencing the same, it is provided that
		  such Indebtedness is subordinated to or pari passu with the Securities of such
		  series, (iii) Indebtedness of the Company to, or guaranteed on behalf of, a
		  Subsidiary of the Company or any officer, director or employee of the Company
		  or any Subsidiary of the Company, (iv) interest accruing after the filing of a
		  petition initiating any proceeding relating to the Company referred to in
		  Section 5.1(6) and 5.1(7) unless such interest is an allowed claim enforceable
		  against the Company in a proceeding under the applicable bankruptcy,
		  insolvency, reorganization or other similar law, (v) trade accounts payable,
		  (vi) any liability for income, franchise, real estate or other taxes owed or
		  owing and (vii) any Indebtedness, including all other debt securities and
		  guarantees in respect of those debt securities, initially issued to (x) any
		  RenaissanceRe Trust or (y) any trust, partnership or other entity affiliated
		  with the Company which is a financing vehicle of the Company or any Affiliate
		  of the Company in connection with the issuance by such entity of Preferred
		  Securities or other securities which are similar to Preferred Securities that
		  are guaranteed by the Company pursuant to an instrument that ranks pari passu
		  with or junior in right of payment to the Preferred Securities
		  Guarantees.
		

		
		  “Conversion Event” means the cessation of use of (i) a Foreign
		  Currency both by the government of the country or the confederation which
		  issued such Foreign Currency and for the settlement of transactions by a
		  central bank or other public institutions of or within the international
		  banking community or (ii) any currency unit or composite currency for the
		  purposes for which it was established.
		

		
		   
		

		
		   
		

		
		  -4-
		

		
		   
		



		
		

		

		
		  “Corporate Trust Office” means the principal corporate trust office of the
		  Trustee at which at any particular time its corporate trust business shall be
		  administered, which office at the date of original execution of this Indenture
		  is located at located at Deutsche Bank Trust Company Americas , 60 Wall Street,
		  MS NYC 60-2515, New York, New York 10005, Attention: Corporate Trust and Agency
		  Services or at any other time at such other address as the Trustee may
		  designate from time to time by notice to the parties hereto or at the principal
		  corporate trust office of any successor trustee as to which such successor
		  trustee may notify the parties hereto in writing.
		

		
		  “Corporation” includes corporations, limited liability
		  companies, incorporated associations, companies and business trusts.
		

		
		  “Coupon”
		  means any interest coupon appertaining to a Bearer Security.
		

		
		  “Currency”,
		  with respect to any payment, deposit or other transfer in respect of the
		  principal of or any premium or interest on or any Additional Amounts with
		  respect to any Security, means Dollars or the Foreign Currency, as the case may
		  be, in which such payment, deposit or other transfer is required to be made by
		  or pursuant to the terms hereof or such Security and, with respect to any other
		  payment, deposit or transfer pursuant to or contemplated by the terms hereof or
		  such Security, means Dollars.
		

		
		  “CUSIP number” means the alphanumeric designation assigned to a
		  Security by Standard & Poor’s Ratings Service, CUSIP Service Bureau.
		  
		

		
		  “Defaulted Interest” has the meaning specified in Section 3.7.
		

		
		  “Direct Action” has the meaning specified in Section 5.8.
		

		
		  “Distributions”, with respect to any ReniassanceRe Trust, has the
		  meaning specified in the applicable Trust Agreement of such RenaissanceRe
		  Trust.
		

		
		  “Dollars” or
		  “$” means a dollar or other equivalent unit of legal tender for
		  payment of public or private debts in the United States of America.
		

		
		  “Event of Default” has the meaning specified in Section 5.1.
		

		
		  “Extension Period” has the meaning specified in Section 3.11.

		

		
		  “Foreign Currency” means any currency, currency unit or composite
		  currency, including, without limitation, the euro, issued by the government of
		  one or more countries other than the United States of America or by any
		  recognized confederation or association of such governments.
		

		
		  “Government Obligations” means securities which are (i) direct obligations
		  of the United States of America or the other government or governments or
		  confederation or association of governments which issued the Foreign Currency
		  in which the principal of or any premium or interest on such Security or any
		  Additional Amounts in respect thereof shall be payable, in each case where the
		  payment or payments thereunder are supported by the full faith 
		

		
		   
		

		
		   
		

		
		  -5-
		

		
		   
		



		
		

		

		
		  and credit of such government or
		  governments or confederation or association of governments or (ii) obligations
		  of a Person controlled or supervised by and acting as an agency or
		  instrumentality of the United States of America or such other government or
		  governments or confederation or association of governments, in each case where
		  the timely payment or payments thereunder are unconditionally guaranteed as a
		  full faith and credit obligation by the United States of America or such other
		  government or governments or confederation or association of governments, and
		  which, in the case of (i) or (ii), are not callable or redeemable at the option
		  of the issuer or issuers thereof, and shall also include a depository receipt
		  issued by a bank or trust company as custodian with respect to any such
		  Government Obligation or a specific payment of interest on or principal of or
		  other amount with respect to any such Government Obligation held by such
		  custodian for the account of the holder of a depository receipt, provided that
		  (except as required by law) such custodian is not authorized to make any
		  deduction from the amount payable to the holder of such depository receipt from
		  any amount received by the custodian in respect of the Government Obligation or
		  the specific payment of interest on or principal of or other amount with
		  respect to the Government Obligation evidenced by such depository
		  receipt.
		

		
		  “Guarantee Agreement” means the Guarantee Agreement with respect to the
		  Preferred Securities of a RenaissanceRe Trust, substantially in such form as
		  may be specified as contemplated by Section 3.1 with respect to the Securities
		  of any series, in each case as amended from time to time.
		

		
		  “Holder”, in
		  the case of any Registered Security, means the Person in whose name such
		  Security is registered in the Security Register and, in the case of any Bearer
		  Security, means the bearer thereof and, in the case of any Coupon, means the
		  bearer thereof.
		

		
		  “Indebtedness” means, with respect to any Person, (i) the
		  principal of and any premium and interest on (a) indebtedness of such Person
		  for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds
		  or other similar instruments for the payment of which such Person is
		  responsible or liable; (ii) all Capitalized Lease Obligations of such Person;
		  (iii) all obligations of such Person issued or assumed as the deferred purchase
		  price of property, all conditional sale obligations and all obligations under
		  any title retention agreement (but excluding trade accounts payable arising in
		  the ordinary course of business); (iv) all obligations of such Person for the
		  reimbursement of any obligor on any letter of credit, banker’s acceptance
		  or similar credit transaction (other than obligations with respect to letters
		  of credit securing obligations (other than obligations described in (i) through
		  (iii) above) entered into in the ordinary course of business of such Person to
		  the extent such letters of credit are not drawn upon or, if and to the extent
		  drawn upon, such drawing is reimbursed no later than the third Business Day
		  following receipt by such Person of a demand for reimbursement following
		  payment on the letter of credit); (v) all obligations of the type referred to
		  in clauses (i) through (iv) of other Persons and all dividends of other Persons
		  for the payment of which, in either case, such Person is responsible or liable
		  as obligor, guarantor or otherwise, the amount thereof being deemed to be the
		  lesser of the stated recourse, if limited, and the amount of the obligation or
		  dividends of the other Person; (vi) all obligations of the type referred to in
		  clauses (i) through (v) of other Persons secured by any Lien on any property or
		  asset of such Person (whether or not such obligation is assumed by such
		  Person), the amount of such obligation being deemed to be the lesser of the
		  value of such property or assets or the amount of the obligation so secured;
		  and 
		

		
		   
		

		
		   
		

		
		  -6-
		

		
		   
		



		
		

		

		
		  (vii) any amendments, modifications,
		  refundings, renewals or extensions of any indebtedness or obligation described
		  as Indebtedness in clauses (i) through (vi) above.
		

		
		  “Indenture”
		  means this instrument as it may from time to time be supplemented or amended by
		  one or more indentures supplemental hereto entered into pursuant to the
		  applicable provisions hereof and, with respect to any Security, by the terms
		  and provisions of such Security and any Coupon appertaining thereto established
		  pursuant to Section 3.1 (as such terms and provisions may be amended pursuant
		  to the applicable provisions hereof).
		

		
		  “Independent Public Accountants” means accountants or a firm of accountants that,
		  with respect to the Company and any other obligor under the Securities or the
		  Coupons, are independent public accountants within the meaning of the
		  Securities Act of 1933, as amended, and the rules and regulations promulgated
		  by the Commission thereunder, who may be the independent public accountants
		  regularly retained by the Company or who may be other independent public
		  accountants. Such accountants or firm shall be entitled to rely upon any
		  Opinion of Counsel as to the interpretation of any legal matters relating to
		  this Indenture or certificates required to be provided hereunder.
		

		
		  “Indexed Security” means a Security the terms of which provide that
		  the principal amount thereof payable at Stated Maturity or upon acceleration
		  pursuant to Section 5.2 may be more or less than the principal face amount
		  thereof at original issuance.
		

		
		  “interest”,
		  with respect to any Original Issue Discount Security which by its terms bears
		  interest only after Maturity, means interest payable after Maturity and, when
		  used with respect to a Security which provides for the payment of Additional
		  Amounts pursuant to Section 10.4, includes such Additional Amounts.
		

		
		  “Interest Payment Date”, with respect to any Security, means the Stated
		  Maturity of an installment of interest on such Security. 
		

		
		  “Investment Company Event” means, in respect of a RenaissanceRe Trust, the
		  receipt by such RenaissanceRe Trust of an Opinion of Counsel, rendered by an
		  independent law firm experienced in such matters, to the effect that, as a
		  result of the occurrence of a change in law or regulation or a written change
		  in interpretation or application of law or regulation by any legislative body,
		  court, governmental agency or regulatory authority (a “Change in 1940 Act
		  Law”), such RenaissanceRe Trust is or will be considered an investment
		  company that is required to be registered under the 1940 Act, which Change in
		  1940 Act Law becomes effective on or after the date of original issuance of the
		  Preferred Securities of such RenaissanceRe Trust.
		

		
		  “Judgment Currency” has the meaning specified in Section 1.17.
		  
		

		
		  “Lien” means
		  any mortgage, pledge, lien, security interest or other encumbrance.
		

		
		  “Maturity”,
		  with respect to any Security, means the date on which the principal of such
		  Security or an installment of principal becomes due and payable as provided in
		  or pursuant to this Indenture or the related Series Authorization, whether at
		  the Stated Maturity or by declaration of acceleration, notice of redemption or
		  repurchase, notice of option to elect 
		

		
		   
		

		
		   
		

		
		  -7-
		

		
		   
		



		
		

		

		
		  repayment or otherwise, and includes any
		  Redemption Date and the date of any required repurchase or repayment.
		

		
		  “New York Banking Day” has the meaning specified in Section 1.16.
		  
		

		
		  “1940 Act”
		  means the Investment Company Act of 1940, as amended.
		

		
		  “Office” or
		  “Agency”, with respect to any Securities, means an office
		  or agency of the Company maintained or designated as a Place of Payment for
		  such Securities pursuant to Section 10.2 or any other office or agency of the
		  Company maintained or designated for such Securities pursuant to Section 10.2
		  or, to the extent designated or required by Section 10.2 in lieu of such office
		  or agency, the Corporate Trust Office of the Trustee.
		

		
		  “Officers’ Certificate” means a certificate signed by two Authorized
		  Officers, at least one of which is a principal executive, principal financial
		  or principal accounting officer, that complies with the requirements of Section
		  314(e) of the Trust Indenture Act and is delivered to the Trustee.
		

		
		  “Opinion of Counsel” means a written opinion of counsel, who may be an
		  employee of or counsel for the Company, as the case may be, or other counsel
		  who shall be reasonably acceptable to the Trustee, that, if required by the
		  Trust Indenture Act, complies with the requirements of Section 314(e) of the
		  Trust Indenture Act.
		

		
		  “Original Issue Discount Security” means a Security issued pursuant to this
		  Indenture or the related Series Authorization which provides for declaration of
		  an amount less than the principal face amount thereof to be due and payable
		  upon acceleration pursuant to Section 5.2.
		

		
		  “Outstanding”, when used with respect to any Securities, means,
		  as of the date of determination, all such Securities theretofore authenticated
		  and delivered under this Indenture, except:
		

		
		  	
				  
					  
				  

					
				  
					 (a)
				  

					
				  
					 any such Security theretofore
					 cancelled by the Trustee or the Security Registrar or delivered to the Trustee
					 or the Security Registrar for cancellation;
				  

				

 

		
		  	
				  
					  
				  

					
				  
					 (b)
				  

					
				  
					 any such Security for whose
					 payment at the Maturity thereof money in the necessary amount has been
					 theretofore deposited pursuant hereto (other than pursuant to Section 4.2) with
					 the Trustee or any Paying Agent (other than the Company) in trust or set aside
					 and segregated in trust by the Company (if the Company shall act as its own
					 Paying Agent) for the Holders of such Securities and any Coupons appertaining
					 thereto, provided that, if such Securities are to be redeemed, notice of such
					 redemption has been duly given pursuant to this Indenture or provision therefor
					 satisfactory to the Trustee has been made;
				  

				

 

		
		  	
				  
					  
				  

					
				  
					 (c)
				  

					
				  
					 any such Security with respect to
					 which the Company has effected defeasance pursuant to the terms hereof, except
					 to the extent provided in Section 4.2;
				  

				

 

		
		   
		

		
		   
		

		
		  -8-
		

		
		   
		



		
		

		

		
		  	
				  
					  
				  

					
				  
					 (d)
				  

					
				  
					 any such Security which has been
					 paid pursuant to Section 3.6 or in exchange for or in lieu of which other
					 Securities have been authenticated and delivered pursuant to this Indenture,
					 unless there shall have been presented to the Trustee proof satisfactory to it
					 that such Security is held by a protected purchaser in whose hands such
					 Security is a valid obligation of the Company; and
				  

				

 

		
		  	
				  
					  
				  

					
				  
					 (e)
				  

					
				  
					 any such Security converted or
					 exchanged as contemplated by this Indenture into securities of the Company or
					 another issuer, if the terms of such Security provide for such conversion or
					 exchange pursuant to Section 3.1; 
				  

				

 

		
		  provided, however, that in determining
		  whether the Holders of the requisite principal amount of Outstanding Securities
		  have given any request, demand, authorization, direction, notice, consent or
		  waiver hereunder or are present at a meeting of Holders of Securities for
		  quorum purposes, (i) the principal amount of any Indexed Security that may
		  be counted in making such determination and that shall be deemed Outstanding
		  for such purposes shall be equal to the principal amount of such Indexed
		  Security at original issuance, unless otherwise provided in or pursuant to this
		  Indenture or the related Series Authorization, and (ii) the principal amount of
		  a Security denominated in a Foreign Currency shall be the Dollar equivalent,
		  determined on the date of original issuance of such Security, of the principal
		  amount (or, in the case of an Original Issue Discount Security, the Dollar
		  equivalent on the date of original issuance of such Security of the then
		  current principal amount) of such Security, unless otherwise provided in or
		  pursuant to this Indenture or the related Series Authorization, and (iii)
		  Securities owned by the Company or any other obligor upon the Securities or any
		  Affiliate of the Company or such other obligor, shall be disregarded and deemed
		  not to be Outstanding, except that, in determining whether the Trustee shall be
		  protected in making any such determination or relying upon any such request,
		  demand, authorization, direction, notice, consent or waiver, only Securities
		  which a Responsible Officer of the Trustee actually knows to be so owned shall
		  be so disregarded. Securities so owned which shall have been pledged in good
		  faith may be regarded as Outstanding if the pledgee establishes to the
		  satisfaction of the Trustee (A) the pledgee’s right so to act with respect
		  to such Securities and (B) that the pledgee is not the Company or any other
		  obligor upon the Securities or any Coupons appertaining thereto or an Affiliate
		  of the Company or such other obligor.
		

		
		  “Paying Agent” means any Person authorized by the Company to pay
		  the principal of, or any premium or interest on, or any Additional Amounts with
		  respect to, any Security or any Coupon on behalf of the Company.
		

		
		  “Person”
		  means any individual, Corporation, partnership, joint venture, joint-stock
		  company, limited liability company, trust, unincorporated organization or
		  government or any agency or political subdivision thereof.
		

		
		  “Place of Payment”, with respect to any Security, means the place or
		  places where the principal of, or any premium or interest on, or any Additional
		  Amounts with respect to such Security are payable as provided in or pursuant to
		  this Indenture or the related Series Authorization.
		

		
		   
		

		
		   
		

		
		  -9-
		

		
		   
		



		
		

		

		
		  “Preferred Securities” has the meaning specified in the first recital of
		  this Indenture.
		

		
		  “Preferred Securities Guarantee” means the guarantee by the Company in its
		  capacity as guarantor with respect to the Preferred Securities of a
		  RenaissanceRe Trust, of distributions on such Preferred Securities to the
		  extent provided in the Guarantee Agreement.
		

		
		  “Predecessor Security” of any particular Security means every previous
		  Security evidencing all or a portion of the same Indebtedness as that evidenced
		  by such particular Security; and, for the purposes of this definition, any
		  Security authenticated and delivered under Section 3.6 in exchange for or in
		  lieu of a lost, destroyed, mutilated or stolen Security or any Security to
		  which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed
		  to evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
		  Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
		  appertains.
		

		
		  “Preferred Stock” in respect of any Corporation means Capital Stock
		  of any class or classes (however designated) which is preferred as to the
		  payment of dividends, or as to the distribution of assets upon any voluntary or
		  involuntary liquidation or dissolution of such Corporation, over shares of
		  Capital Stock of any other class of such Corporation.
		

		
		  “principal”
		  means as of any date of determination with respect to the Securities of any
		  series, (i) in the case of an Original Issue Discount Security or an Indexed
		  Security, the amount due and payable with respect to principal upon an
		  acceleration thereof pursuant to Section 5.2 at such time and (ii) in all other
		  cases, par or the stated face amount of the related Security.
		

		
		  “Property Trustee”, with respect to any ReniassanceRe Trust, means
		  the entity acting in the capacity of Property Trustee pursuant to the related
		  Trust Agreement.
		

		
		  “Redemption Date”, with respect to any Security or portion thereof
		  to be redeemed, means the date fixed for such redemption by or pursuant to this
		  Indenture or the related Series Authorization.
		

		
		  “Redemption Price”, with respect to any Security or portion thereof
		  to be redeemed, means the price at which it is to be redeemed as determined by
		  or pursuant to this Indenture or the related Series Authorization, exclusive of
		  accrued interest and any Additional Amounts with respect to accrued
		  interest.
		

		
		  “Registered Security” means any Security established pursuant to
		  Section 2.1 which is registered in a Security Register.
		

		
		  “Regular Record Date” for the interest payable on any Registered
		  Security on any Interest Payment Date therefor means the date, if any,
		  specified in or pursuant to this Indenture or the related Series Authorization
		  as the “Regular Record Date”.
		

		
		  “RenaissanceRe Trusts” means, collectively, RenaissanceRe Capital Trust
		  II, a statutory business trust formed under the laws of the State of Delaware,
		  and any other similar 
		

		
		   
		

		
		   
		

		
		  -10-
		

		
		   
		



		
		

		

		
		  trust which may be created to issue Trust
		  Securities and to use the proceeds from the sale thereof to purchase Securities
		  issued under this Indenture.
		

		
		  “Required Currency” has the meaning specified in Section 1.17.

		

		
		  “Responsible Officer” means any officer within the Corporate Trust
		  Office of the Trustee, including any vice president, any assistant vice
		  president, director, managing director, associate, or any trust officer or any
		  other officer of the Trustee customarily performing functions similar to those
		  performed by any of the above designated officers and also means, with respect
		  to a particular corporate trust matter, any other officer to whom such matter
		  is referred because of his or her knowledge of and familiarity with the
		  particular subject.
		

		
		  “Security”
		  or “Securities” means any note or notes, bond or bonds, debenture or
		  debentures, or any other evidences of Indebtedness, as the case may be,
		  authenticated and delivered under this Indenture; provided, however, that, if
		  at any time there is more than one Person acting as Trustee under this
		  Indenture, “Securities,” with respect to any such Person, shall mean
		  Securities authenticated and delivered under this Indenture, exclusive,
		  however, of Securities of any series as to which such Person is not
		  Trustee.
		

		
		  “Security Register” and “Security Registrar” have the
		  respective meanings specified in Section 3.5.
		

		
		  “Series Authorization” means, with respect to any series or class of
		  Securities, (i) a Board Resolution and Officers’ Certificate or (ii)
		  one or more indentures supplemental hereto, establishing such series or class
		  of Securities and setting forth the terms thereof, including, in either case, a
		  form of note or notes representing such Securities.
		

		
		  “Special Event” means an Investment Company Event or a Tax
		  Event.
		

		
		  “Special Record Date” for the payment of any Defaulted Interest on any
		  Registered Security means a date fixed by the Company pursuant to Section
		  3.7.
		

		
		  “Stated Maturity”, with respect to any Security or any installment
		  of principal thereof or interest thereon or any Additional Amounts with respect
		  thereto, means the date established by or pursuant to this Indenture or the
		  related Series Authorization as the fixed date on which the principal of such
		  Security or such installment of principal or interest is, or such Additional
		  Amounts are, due and payable.
		

		
		  “Subsidiary”
		  means, in respect of any Person, any Corporation, limited or general
		  partnership or other business entity of which at the time of determination more
		  than 50% of the voting power of the shares of its Capital Stock or other
		  interests (including partnership interests) entitled (without regard to the
		  occurrence of any contingency) to vote in the election of directors, managers
		  or trustees thereof is owned or controlled, directly or indirectly, by (i) such
		  Person, (ii) such Person and one or more Subsidiaries of such Person or (iii)
		  one or more Subsidiaries of such Person.
		

		
		  “Tax Event”
		  means, in respect of a RenaissanceRe Trust, the receipt by such RenaissanceRe
		  Trust or the Company of an Opinion of Counsel, rendered by an independent law
		  
		

		
		   
		

		
		   
		

		
		  -11-
		

		
		   
		




		
		

		

		
		  firm experienced in such matters, to the
		  effect that, as a result of any amendment to, or change (including any
		  announced prospective change) in, the laws (or any regulations thereunder) of
		  the United States or any political subdivision or taxing authority thereof or
		  therein, or as a result of any official administrative pronouncement or
		  judicial decision interpreting or applying such laws or regulations, which
		  amendment or change is effective or which pronouncement or decision is
		  announced on or after the date of original issuance of the Preferred Securities
		  of such RenaissanceRe Trust, there is more than an insubstantial risk that (i)
		  such RenaissanceRe Trust is, or will be within 90 days of the date of such
		  Opinion of Counsel, subject to United States Federal income tax with respect to
		  income received or accrued on the corresponding series of Securities, (ii)
		  interest payable by the Company on the corresponding series of Securities is
		  not, or within 90 days of the date of such Opinion of Counsel will not be,
		  deductible by the Company, in whole or in part, for United States Federal
		  income tax purposes or (iii) such RenaissanceRe Trust is, or will be within 90
		  days of the date of such Opinion of Counsel, subject to more than a de minimis
		  amount of other taxes, duties or other governmental charges.
		

		
		  “Trust Agreement” means the Trust Agreement substantially in the
		  form attached hereto as Annex A, as amended by an Amended and Restated Trust
		  Agreement substantially in such form as may be specified as contemplated by
		  Section 3.1 with respect to the Securities of any series, in each case as
		  amended from time to time.
		

		
		  “Trust Indenture Act” means the Trust Indenture Act of 1939, as
		  amended, and any reference herein to the Trust Indenture Act or a particular
		  provision thereof shall mean such Act or provision, as the case may be, as
		  amended or replaced from time to time or as supplemented from time to time by
		  rules or regulations adopted by the Commission under or in furtherance of the
		  purposes of such Act or provision, as the case may be.
		

		
		  “Trust Securities”, with respect to any RenaissanceRe Trust, means,
		  collectively, the Common Securities and Preferred Securities issued by such
		  RenaissanceRe Trust.
		

		
		  “Trustee”
		  means the Person named as the “Trustee” in the first paragraph of
		  this instrument until a successor Trustee shall have become such with respect
		  to one or more series of Securities pursuant to the applicable provisions of
		  this Indenture, and thereafter “Trustee” shall mean each Person who
		  is then a Trustee hereunder; provided, however, that if at any time there is
		  more than one such Person, “Trustee” shall mean each such Person and
		  as used with respect to the Securities of any series shall mean the Trustee
		  with respect to the Securities of such series.
		

		
		  “United States”, except as otherwise provided in or pursuant to
		  this Indenture or any Series Authorization, means the United States of America
		  (including the states thereof and the District of Columbia), its territories
		  and possessions and other areas subject to its jurisdiction.
		

		
		  “United States Alien”, except as otherwise provided in or pursuant to
		  this Indenture or any Series Authorization, means any Person who, for United
		  States Federal income tax purposes, is a foreign corporation, a non-resident
		  alien individual, a non-resident alien fiduciary of a foreign estate or trust,
		  or a foreign partnership one or more of the members of which is, for United
		  States Federal income tax purposes, a foreign corporation, a non-resident alien
		  individual or a non-resident alien fiduciary of a foreign estate or
		  trust.
		

		
		   
		

		
		   
		

		
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		  “U.S. Depository” or “Depository”
		  means, with respect to any Security issuable or issued in the form of one or
		  more global Securities, the Person designated as U.S. Depository or Depository
		  by the Company in or pursuant to this Indenture or the related Series
		  Authorization, which Person must be, to the extent required by applicable law
		  or regulation, a clearing agency registered under the Securities Exchange Act
		  of 1934, as amended, and, if so provided with respect to any Security, any
		  successor to such Person. If at any time there is more than one such Person,
		  “U.S. Depository” or “Depository” shall mean, with respect
		  to any Securities, the qualifying entity which has been appointed with respect
		  to such Securities.
		

		
		  “Vice President”, when used with respect to the Company or the
		  Trustee, means any vice president, whether or not designated by a number or a
		  word or words added before or after the title “Vice
		  President”.
		

		
		  Section 1.2. Compliance Certificates and Opinions. 
		

		
		  Except as otherwise expressly provided in
		  this Indenture, upon any application or request by the Company to the Trustee
		  to take any action under any provision of this Indenture, the Company shall
		  furnish to the Trustee an Officers’ Certificate stating that all
		  conditions precedent, if any, provided for in this Indenture relating to the
		  proposed action have been complied with and an Opinion of Counsel stating that,
		  in the opinion of such counsel, all such conditions precedent, if any, have
		  been complied with, except that in the case of any such application or request
		  as to which the furnishing of such documents or any of them is specifically
		  required by any provision of this Indenture relating to such particular
		  application or request, no additional certificate or opinion need be
		  furnished.
		

		
		  Every certificate or opinion with respect
		  to compliance with a condition or covenant provided for in this Indenture shall
		  include:
		

		
		  (a) a statement that the individual
		  signing such certificate or opinion has read such condition or covenant and the
		  definitions herein relating thereto;
		

		
		  (b) a brief statement as to the nature and
		  scope of the examination or investigation upon which the statements or opinions
		  contained in such certificate or opinion are based;
		

		
		  (c) a statement that, in the opinion of
		  such individual, he has made such examination or investigation as is necessary
		  to enable him to express an informed opinion as to whether or not such
		  condition or covenant has been complied with; and
		

		
		  (d) a statement as to whether, in the
		  opinion of such individual, such condition or covenant has been complied
		  with.
		

		
		   
		

		
		   
		

		
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		  Section 1.3. Form of Documents Delivered to Trustee.
		

		
		  In any case where several matters are
		  required to be certified by, or covered by an opinion of, any specified Person,
		  it is not necessary that all such matters be certified by, or covered by the
		  opinion of, only one such Person, or that they be so certified or covered by
		  only one document, but one such Person may certify or give an opinion with
		  respect to some matters and one or more other such Persons as to other matters,
		  and any such Person may certify or give an opinion as to such matters in one or
		  several documents.
		

		
		  Any certificate or opinion of an officer
		  of the Company may be based, insofar as it relates to legal matters, upon an
		  Opinion of Counsel, provided that such officer, after reasonable inquiry, has
		  no reason to believe and does not believe that the Opinion of Counsel with
		  respect to the matters upon which his certificate or opinion is based is
		  erroneous. Any such Opinion of Counsel may be based, insofar as it relates to
		  factual matters, upon a certificate or opinion of, or representations by, an
		  officer or officers of the Company stating that the information with respect to
		  such factual matters is in the possession of the Company provided that such
		  counsel, after reasonable inquiry, has no reason to believe and does not
		  believe that the certificate or opinion or representations with respect to such
		  matters are erroneous.
		

		
		  Where any Person is required to make, give
		  or execute two or more applications, requests, consents, certificates,
		  statements, opinions or other instruments under this Indenture or any Security,
		  they may, but need not, be consolidated and form one instrument.
		

		
		  Section 1.4. Acts of Holders.
		

		
		  (1) Any request, demand, authorization,
		  direction, notice, consent, waiver or other action provided by or pursuant to
		  this Indenture to be given or taken by Holders or by holders of Preferred
		  Securities may be embodied in and evidenced by one or more instruments of
		  substantially similar tenor signed by such Holders or holders of Preferred
		  Securities, as applicable, in person or by an agent duly appointed in writing.
		  If, but only if, Securities of a series are issuable as Bearer Securities, any
		  request, demand, authorization, direction, notice, consent, waiver or other
		  action provided in or pursuant to this Indenture or the related Series
		  Authorization to be given or taken by Holders of Securities of such series may,
		  alternatively, be embodied in and evidenced by the record of Holders of
		  Securities of such series voting in favor thereof, either in person or by
		  proxies duly appointed in writing, at any meeting of Holders of Securities of
		  such series duly called and held in accordance with the provisions of Article
		  15, or a combination of such instruments and any such record. Except as herein
		  otherwise expressly provided, such action shall become effective when such
		  instrument or instruments or record or both are received by a Responsible
		  Officer of the Trustee and, where it is hereby expressly required, to the
		  Company. Such instrument or instruments and any such record (and the action
		  embodied therein and evidenced thereby) are herein sometimes referred to as the
		  “Act” of the Holders or holders of Preferred
		  Securities signing such instrument or instruments or so voting at any such
		  meeting. Proof of execution of any such instrument or of a writing appointing
		  any such agent, or of the holding by any Person of a Security, shall be
		  sufficient for any purpose of this Indenture and (subject to Section 315 of the
		  Trust Indenture Act) conclusive in favor of the Trustee, the Company and any
		  agent of the 
		

		
		   
		

		
		   
		

		
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		  Trustee or the Company, if made in the
		  manner provided in this Section. The record of any meeting of Holders of
		  Securities shall be proved in the manner provided in Section 15.6.
		

		
		  (2) Without limiting the generality of
		  this Section 1.4, unless otherwise provided in or pursuant to this Indenture or
		  the related Series Authorization, a Holder, including a U.S. Depository that is
		  a Holder of a global Security, may make, give or take, by a proxy or proxies,
		  duly appointed in writing, any request, demand, authorization, direction,
		  notice, consent, waiver or other Act provided in or pursuant to this Indenture
		  or the related Series Authorization to be made, given or taken by Holders, and
		  a U.S. Depository that is a Holder of a global Security may provide its proxy
		  or proxies to the beneficial owners of interests in any such global Security
		  through such U.S. Depository’s standing instructions and customary
		  practices.
		

		
		  (3) The Company shall fix a record date
		  for the purpose of determining the Persons who are beneficial owners of
		  interest in any permanent global Security held by a U.S. Depository entitled
		  under the procedures of such U.S. Depository to make, give or take, by a proxy
		  or proxies duly appointed in writing, any request, demand, authorization,
		  direction, notice, consent, waiver or other Act provided in or pursuant to this
		  Indenture or the related Series Authorization to be made, given or taken by
		  Holders. If such a record date is fixed, the Holders on such record date or
		  their duly appointed proxy or proxies, and only such Persons, shall be entitled
		  to make, give or take such request, demand, authorization, direction, notice,
		  consent, waiver or other Act, whether or not such Holders remain Holders after
		  such record date. No such request, demand, authorization, direction, notice,
		  consent, waiver or other Act shall be valid or effective if made, given or
		  taken more than 90 days after such record date.
		

		
		  (4) The fact and date of the execution by
		  any Person of any such instrument or writing referred to in this Section 1.4
		  may be proved in any reasonable manner; and the Trustee may in any instance
		  require further proof, including written proof, with respect to any of the
		  matters referred to in this Section.
		

		
		  (5) The ownership, principal amount and
		  serial numbers of Registered Securities held by any Person, and the date of the
		  commencement and the date of the termination of holding the same, shall be
		  proved by the Security Register.
		

		
		  (6) The ownership, principal amount and
		  serial numbers of Bearer Securities held by any Person, and the date of the
		  commencement and the date of the termination of holding the same, may be proved
		  by the production of such Bearer Securities or by a certificate executed, as
		  depositary, by any trust company, bank, banker or other depositary reasonably
		  acceptable to the Company, wherever situated, if such certificate shall be
		  deemed by the Company and the Trustee to be satisfactory, showing that at the
		  date therein mentioned such Person had on deposit with such depositary, or
		  exhibited to it, the Bearer Securities therein described; or such facts may be
		  proved by the certificate or affidavit of the Person holding such Bearer
		  Securities, if such certificate or affidavit is deemed by the Trustee to be
		  satisfactory. The Trustee and the Company may assume that such ownership of any
		  Bearer Security continues until (i) another certificate 
		

		
		   
		

		
		   
		

		
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		  or affidavit bearing a later date issued
		  in respect of the same Bearer Security is produced, or (ii) such Bearer
		  Security is produced to the Trustee by some other Person, or (iii) such Bearer
		  Security is surrendered in exchange for a Registered Security, or (iv) such
		  Bearer Security is no longer Outstanding. The ownership, principal amount and
		  serial numbers of Bearer Securities held by the Person so executing such
		  instrument or writing and the date of the commencement and the date of the
		  termination of holding the same may also be proved in any other manner which
		  the Company and the Trustee deem sufficient.
		

		
		  (7) If the Company shall solicit from the
		  Holders of any Registered Securities any request, demand, authorization,
		  direction, notice, consent, waiver or other Act, the Company may at its option
		  (but is not obligated to), by Board Resolution fix in advance a record date for
		  the determination of Holders of Registered Securities entitled to give such
		  request, demand, authorization, direction, notice, consent, waiver or other
		  Act. If such a record date is fixed, such request, demand, authorization,
		  direction, notice, consent, waiver or other Act may be given before or after
		  such record date, but only the Holders of Registered Securities of record at
		  the close of business on such record date shall be deemed to be Holders for the
		  purpose of determining whether Holders of the requisite proportion of
		  Outstanding Securities have authorized or agreed or consented to such request,
		  demand, authorization, direction, notice, consent, waiver or other Act, and for
		  that purpose the Outstanding Securities shall be computed as of such record
		  date; provided that no such authorization, agreement or consent by the Holders
		  of Registered Securities shall be deemed effective unless it shall become
		  effective pursuant to the provisions of this Indenture not later than six
		  months after the record date.
		

		
		  (8) Any request, demand, authorization,
		  direction, notice, consent, waiver or other Act by the Holder of any Security
		  shall bind every future Holder of the same Security and the Holder of every
		  Security issued upon the registration of transfer thereof or in exchange
		  therefor or in lieu thereof in respect of anything done or suffered to be done
		  by the Trustee, any Security Registrar, any Paying Agent or the Company in
		  reliance thereon, whether or not notation of such Act is made upon such
		  Security.
		

		
		  Section 1.5. Notices, etc. to Trustee and Company.
		

		
		  Any request, demand, authorization,
		  direction, notice, consent, waiver or other Act of Holders or other document
		  provided or permitted by this Indenture to be made upon, given or furnished to,
		  or filed with,
		

		
		  (1) the Trustee by any Holder or the
		  Company shall be sufficient for every purpose hereunder if made, given,
		  furnished or filed in writing to or with the Trustee at its Corporate Trust
		  Office, or
		

		
		  (2) the Company by the Trustee or any
		  Holder shall be sufficient for every purpose hereunder (unless otherwise herein
		  expressly provided) if in writing and mailed, first-class postage prepaid, to
		  the Company addressed to the attention of its Treasurer, with a copy to the
		  attention of its General Counsel, at the address of its principal office
		  specified in the first paragraph of this instrument or at any other address
		  previously furnished in writing to the Trustee by the Company.
		

		
		   
		

		
		   
		

		
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		  Section 1.6. Notice to Holders of Securities; Waiver.
		

		
		  Except as otherwise expressly provided in
		  or pursuant to this Indenture or the related Series Authorization, where this
		  Indenture provides for notice to Holders of Securities of any event,
		

		
		  (1) such notice shall be sufficiently
		  given to Holders of Registered Securities if in writing and mailed, first-class
		  postage prepaid, to each Holder of a Registered Security affected by such
		  event, at his address as it appears in the Security Register, not later than
		  the latest date, and not earlier than the earliest date, prescribed for the
		  giving of such notice; and 
		

		
		  (2) such notice shall be sufficiently
		  given to Holders of Bearer Securities, if any, if published in an Authorized
		  Newspaper in The City of New York and, if such Securities are then listed on
		  any stock exchange outside the United States, in an Authorized Newspaper in
		  such city as the Company shall advise the Trustee in writing that such stock
		  exchange so requires, on a Business Day at least twice, the first such
		  publication to be not earlier than the earliest date and the second such
		  publication not later than the latest date prescribed for the giving of such
		  notice.
		

		
		  In any case where notice to Holders of
		  Registered Securities is given by mail, neither the failure to mail such
		  notice, nor any defect in any notice so mailed, to any particular Holder of a
		  Registered Security shall affect the sufficiency of such notice with respect to
		  other Holders of Registered Securities or the sufficiency of any notice to
		  Holders of Bearer Securities given as provided herein. Any notice which is
		  mailed in the manner herein provided shall be conclusively presumed to have
		  been duly given or provided. In the case by reason of the suspension of regular
		  mail service or by reason of any other cause it shall be impracticable to give
		  such notice by mail, then such notification as shall be made with the approval
		  of the Trustee shall constitute a sufficient notification for every purpose
		  hereunder.
		

		
		  In case by reason of the suspension of
		  publication of any Authorized Newspaper or Authorized Newspapers or by reason
		  of any other cause it shall be impracticable to publish any notice to Holders
		  of Bearers Securities as provided above, then such notification to Holders of
		  Bearer Securities as shall be given with the approval of the Trustee shall
		  constitute sufficient notice to such Holders for every purpose hereunder.
		  Neither failure to give notice by publication to Holders of Bearer Securities
		  as provided above, nor any defect in any notice so published, shall affect the
		  sufficiency of any notice mailed to Holders of Registered Securities as
		  provided above.
		

		
		  Where this Indenture provides for notice
		  in any manner, such notice may be waived in writing by the Person entitled to
		  receive such notice, either before or after the event, and such waiver shall be
		  the equivalent of such notice. Waivers of notice by Holders of Securities shall
		  be filed in writing with the Trustee, but such filing shall not be a condition
		  precedent to the validity of any action taken in reliance upon such
		  waiver.
		

		
		   
		

		
		   
		

		
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		  Section 1.7. Language of Notices.
		

		
		  Any request, demand, authorization,
		  direction, notice, consent, election or waiver required or permitted under this
		  Indenture shall be in the English language, except that, if the Company so
		  elects, any published notice may be in an official language of the country of
		  publication.
		

		
		  Section 1.8. Conflict with Trust Indenture Act.
		

		
		  If any provision hereof limits, qualifies
		  or conflicts with any duties under any required provision of the Trust
		  Indenture Act imposed hereon by Section 318(c) thereof, such required provision
		  shall control.
		

		
		  Section 1.9. Effect of Headings and Table of Contents.
		

		
		  The Article and Section headings herein
		  and the Table of Contents are for convenience only and shall not affect the
		  construction hereof.
		

		
		  Section 1.10. Successors and Assigns.
		

		
		  All covenants and agreements in this
		  Indenture by the Company shall bind its successors and assigns, whether so
		  expressed or not.
		

		
		  Section 1.11. Separability Clause.
		

		
		  In case any provision in this Indenture,
		  any Security or any Coupon shall be invalid, illegal or unenforceable, the
		  validity, legality and enforceability of the remaining provisions shall not in
		  any way be affected or impaired thereby.
		

		
		  Section 1.12. Holders of Preferred Securities as Third Party
		  Beneficiaries.
		

		
		  The Company hereby acknowledges that, to
		  the extent specifically set forth herein, the holders of the Preferred
		  Securities of a RenaissanceRe Trust shall expressly be third party
		  beneficiaries of this Indenture. The Company further acknowledges that, if an
		  Event of Default has occurred and is continuing and is attributable to the
		  failure of the Company to pay the principal of or premium, if any, or interest
		  on or Additional Amounts with respect to the Securities of the series held by
		  such RenaissanceRe Trust, any holder of the Preferred Securities of such
		  RenaissanceRe Trust may institute a Direct Action against the Company.
		

		
		  Section 1.13. Benefits of Indenture.
		

		
		  Except as other expressly provided herein
		  with respect to holders of Preferred Securities, nothing in this Indenture, any
		  Security or any Coupon, express or implied, shall give to any Person, other
		  than the parties hereto and the holders of Company Senior Indebtedness, any
		  Security Registrar, any Paying Agent, any Authenticating Agent and their
		  successors hereunder and the Holders of Securities or Coupons, any benefit or
		  any legal or equitable right, remedy or claim under this Indenture.
		

		
		   
		

		
		   
		

		
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		  Section 1.14. Governing Law.
		

		
		  This Indenture, the Securities and any
		  Coupons shall be governed by and construed in accordance with the laws of the
		  State of New York applicable to agreements made or instruments entered into
		  and, in each case, performed in said state.
		

		
		  Section 1.15. Legal Holidays.
		

		
		  Unless otherwise specified in or pursuant
		  to this Indenture or the related Series Authorization, in any case where any
		  Interest Payment Date, Stated Maturity or Maturity of any Security, or the last
		  date on which a Holder has the right to convert or exchange Securities of a
		  series that are convertible or exchangeable, shall not be a Business Day at any
		  Place of Payment, then (notwithstanding any other provision of this Indenture,
		  any Security or any Coupon other than a provision in any Security or Coupon
		  that specifically states that such provision shall apply in lieu hereof)
		  payment need not be made at such Place of Payment on such date, and such
		  Securities need not be converted or exchanged on such date, but such payment
		  may be made, and such Securities may be converted or exchanged, on the next
		  succeeding day that is a Business Day at such Place of Payment, and no interest
		  shall accrue on the amount payable on such date or at such time for the period
		  from and after such Interest Payment Date, Stated Maturity, Maturity or last
		  day for conversion or exchange, as the case may be, to such next succeeding
		  Business Day, except that if such next succeeding Business Day is in the next
		  succeeding calendar year, such payment may be made, and such Securities may be
		  converted or exchanged, on the immediately preceding Business Day (in the case
		  of each of the foregoing, with the same force and effect as if made on such
		  Interest Payment Date or at such Stated Maturity or Maturity or on such last
		  day for conversion or exchange, as the case may be).
		

		
		  Section 1.16. Counterparts.
		

		
		  This Indenture may be executed in several
		  counterparts, each of which shall be an original and all of which shall
		  constitute but one and the same instrument.
		

		
		  Section 1.17. Judgment Currency.
		

		
		  The Company agrees, to the fullest extent
		  that it may effectively do so under applicable law, that (a) if for the purpose
		  of obtaining judgment in any court it is necessary to convert the sum due in
		  respect of the principal of, or premium or interest, if any, or Additional
		  Amounts on the Securities of any series (the “Required Currency”) into a currency in which a judgment will be
		  rendered (the “Judgment
		  Currency”), the rate of exchange
		  used shall be the rate at which in accordance with normal banking procedures
		  the Trustee could purchase in The City of New York the requisite amount of the
		  Required Currency with the Judgment Currency on the New York Banking Day
		  preceding the day on which a final unappealable judgment is given and (b) its
		  obligations under this Indenture to make payments in the Required Currency (i)
		  shall not be discharged or satisfied by any tender, or any recovery pursuant to
		  any judgment (whether or not entered in accordance with clause (a)), in any
		  currency other than the Required Currency, except to the extent that such
		  tender or recovery shall result in the actual receipt, by the payee, of the
		  full amount of the Required Currency expressed to be payable in respect of such
		  payments, (ii) shall be enforceable as an alternative or additional cause of
		  action for the purpose of 
		

		
		   
		

		
		   
		

		
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		  recovering in the Required Currency the
		  amount, if any, by which such actual receipt shall fall short of the full
		  amount of the Required Currency so expressed to be payable and (iii)shall not
		  be affected by judgment being obtained for any other sum due under this
		  Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
		  legal holiday in The City of New York or a day on which banking institutions in
		  The City of New York are authorized or obligated by law, regulation or
		  executive order to be closed.
		

		
		  Section 1.18. No Security Interest Created.
		

		
		  Nothing in this Indenture or in any
		  Securities, express or implied, shall be construed to constitute a security
		  interest under the Uniform Commercial Code or similar legislation, as now or
		  hereafter enacted and in effect in any jurisdiction where property of the
		  Company or its Subsidiaries is or may be located.
		

		
		  Section 1.19. Limitation
		  on Individual Liability.
		

		
		  No recourse under or upon any obligation,
		  covenant or agreement contained in this Indenture or in any Security, or for
		  any claim based thereon or otherwise in respect thereof, shall be had against
		  any incorporator, shareholder, manager, officer or director, as such, past,
		  present or future, of the Company, either directly or through the Company,
		  whether by virtue of any constitution, statute or rule of law, or by the
		  enforcement of any assessment or penalty or otherwise; it being expressly
		  understood that this Indenture and the obligations issued hereunder are solely
		  corporate obligations, and that no such personal liability whatever shall
		  attach to, or is or shall be incurred by, the incorporators, shareholders,
		  managers officers or directors, as such, of the Company, or any of them,
		  because of the creation of the indebtedness hereby authorized, or under or by
		  reason of the obligations, covenants or agreements contained in this Indenture
		  or in any Security or implied therefrom; and that any and all such personal
		  liability of every name and nature, either at common law or in equity or by
		  constitution or statute, of, and any and all such rights and claims against,
		  every such incorporator, shareholder, manager, officer or director, as such,
		  because of the creation of the indebtedness hereby authorized, or under or by
		  reason of the obligations, covenants or agreements contained in this Indenture
		  or in any Security or implied therefrom, are hereby expressly waived and
		  released as a condition of, and as a consideration for, the execution of this
		  Indenture and the issuance of such Security.
		

		
		  Section 1.20. Submission to Jurisdiction.
		

		
		  The Company agrees that any judicial
		  proceedings instituted in relation to any matter arising under this Indenture,
		  the Securities or any Coupons appertaining thereto may be brought in any United
		  States Federal or New York State court sitting in the Borough of Manhattan, The
		  City of New York, New York to the extent that such court has subject matter
		  jurisdiction over the controversy, and, by execution and delivery of this
		  Indenture, the Company hereby irrevocably accepts, generally and
		  unconditionally, the jurisdiction of the aforesaid courts, acknowledges their
		  competence and irrevocably agrees to be bound by any judgment rendered in such
		  proceeding. The Company also irrevocably and unconditionally waives for the
		  benefit of the Trustee and the Holders of the Securities and Coupons any
		  immunity from jurisdiction and any immunity from legal process (whether through
		  service or notice, attachment prior to judgment, attachment in the aid of
		  execution, execution or otherwise) in respect of this 
		

		
		   
		

		
		   
		

		
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		  Indenture. The Company hereby irrevocably
		  designates and appoints for the benefit of the Trustee and the Holders of the
		  Securities and Coupons for the term of this Indenture [Name of Agent &
		  Agent Address], as its agent to receive on its behalf service of all process
		  (with a copy of all such service of process to be delivered to
		  [___________________]) brought against it with respect to any such proceeding
		  in any such court in The City of New York, such service being hereby
		  acknowledged by the Company to be effective and binding service on it in every
		  respect whether or not the Company shall then be doing or shall have at any
		  time done business in New York. Such appointment shall be irrevocable so long
		  as any of the Securities or Coupons or the obligations of the Company hereunder
		  remain outstanding, or until the appointment of a successor by the Company and
		  such successor’s acceptance of such appointment. Upon such acceptance, the
		  Company shall notify the Trustee in writing of the name and address of such
		  successor. The Company further agrees for the benefit of the Trustee and the
		  Holders of the Securities and the Coupons to take any and all action, including
		  the execution and filing of any and all such documents and instruments, as may
		  be necessary to continue such designation and appointment of said [Agent Name]
		  in full force and effect so long as any of the Securities or Coupons or the
		  obligations of the Company hereunder shall be outstanding. The Trustee shall
		  not be obligated and shall have no responsibility with respect to any failure
		  by the Company to take any such action. Nothing herein shall affect the right
		  to serve process in any other manner permitted by any law or limit the right of
		  the Trustee or any Holder to institute proceedings against the Company in the
		  courts of any other jurisdiction or jurisdictions.
		

		
		  ARTICLE II.
		

		
		  SECURITIES FORMS
		

		
		  Section 2.1. Forms Generally.
		

		
		  Each Registered Security, Bearer Security,
		  Coupon and temporary or permanent global Security issued pursuant to this
		  Indenture shall be in the form established by or pursuant to the related Series
		  Authorization, shall have such appropriate insertions, omissions, substitutions
		  and other variations as are required or permitted by or pursuant to this
		  Indenture or the related Series Authorization or any indenture supplemental
		  hereto and may have such letters, numbers or other marks of identification and
		  such legends or endorsements placed thereon as may, consistently herewith, be
		  determined by the officers executing such Security or Coupon as evidenced by
		  their execution of such Security or Coupon. 
		

		
		  Unless otherwise provided in or pursuant
		  to the related Series Authorization, the Securities shall be issuable in
		  registered form without Coupons and shall not be issuable upon the exercise of
		  warrants.
		

		
		  Definitive Securities and definitive
		  Coupons shall be printed, lithographed or engraved or produced by any
		  combination of these methods on a steel engraved border or steel engraved
		  borders or may be produced in any other manner, all as determined by the
		  officers of the Company executing such Securities or Coupons, as evidenced by
		  their execution of such Securities or Coupons.
		

		
		   
		

		
		   
		

		
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		  Section 2.2. Form of Trustee’s Certificate of
		  Authentication.
		

		
		  Subject to Section 6.11, the
		  Trustee’s certificate of authentication shall be in substantially the
		  following form:
		

		
		  This is one of the Securities of the
		  series designated therein referred to in the within-mentioned Indenture.

		

		
		   
		

		
		  	
				  
					  
				  

					
				  
					  
				  

					
				  
					 DEUTSCHE BANK TRUST COMPANY
					 AMERICAS,
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 as Trustee
				  

				
	
				  
				  

					
				  
					  
				  

					
				  
					 
 By 
				  

					
				  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Authorized Officer
				  

				

 

		
		  Section 2.3. Securities in Global Form.
		

		
		  Unless otherwise provided in or pursuant
		  to the related Series Authorization, the Securities of a series shall not be
		  issuable in temporary or permanent global form. If Securities of a series shall
		  be issuable in global form, any such Security may provide that it or any number
		  of such Securities shall represent the aggregate amount of all Outstanding
		  Securities of such series (or such lesser amount as is permitted by the terms
		  thereof) from time to time endorsed thereon and may also provide that the
		  aggregate amount of Outstanding Securities represented thereby may from time to
		  time be increased or reduced to reflect exchanges. Any endorsement of any
		  Security in global form to reflect the amount, or any increase or decrease in
		  the amount, or changes in the rights of Holders, of Outstanding Securities
		  represented thereby shall be made in such manner and by such Person or Persons
		  as shall be specified therein or in the Company Order to be delivered pursuant
		  to Section 3.3 or 3.4 with respect thereto. Subject to the provisions of
		  Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and
		  redeliver, in each case at the Company’s expense, any Security in
		  permanent global form in the manner and upon written instructions given by the
		  Person or Persons specified therein or in the applicable Company Order. If a
		  Company Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is,
		  delivered, any instructions by the Company with respect to a Security in global
		  form shall be in writing and, with respect to matters set forth in this Section
		  2.3, need not be accompanied by or contained in an Officers’ Certificate
		  and need not be accompanied by an Opinion of Counsel.
		

		
		  Notwithstanding the provisions of Section
		  3.7, unless otherwise specified in or pursuant to the related Series
		  Authorization, payment of principal of, any premium and interest on, and any
		  Additional Amounts in respect of, any Security in temporary or permanent global
		  form shall be made to the Person or Persons specified therein.
		

		
		  Notwithstanding the provisions of Section
		  3.8 and except as provided in the preceding paragraph, the Company, the Trustee
		  and any agent of the Company or the Trustee shall treat as the Holder of such
		  principal amount of Outstanding Securities represented by a global Security (i)
		  in the case of a global Security in registered form, the Holder of such global
		  Security in registered form, or (ii) in the case of a global Security in bearer
		  form, the Person or Persons specified pursuant to Section 3.1.
		

		
		   
		

		
		   
		

		
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		  ARTICLE III. 
		

		
		  THE SECURITIES
		

		
		  Section 3.1. Amount Unlimited; Issuable in Series.
		

		
		  The aggregate principal amount of
		  Securities which may be authenticated and delivered under this Indenture is
		  unlimited. The Securities may be issued in one or more series. The Securities
		  of each series shall be subordinated in right of payment to all Company Senior
		  Indebtedness with respect to such series as provided in Article 16.
		

		
		  With respect to any Securities to be
		  authenticated and delivered hereunder, there shall be established in the
		  related Series Authorization the following:
		

		
		  (1) the title of such Securities and the
		  series in which such Securities shall be included;
		

		
		  (2) any limit upon the aggregate principal
		  amount of the Securities of such title or the Securities of such series which
		  may be authenticated and delivered under this Indenture (except for Securities
		  authenticated and delivered upon registration of transfer of, or in exchange
		  for, or in lieu of, other Securities of such series pursuant to Section 3.4,
		  3.5, 3.6, 9.5 or 11.7, upon repayment in part of any Registered Security of
		  such series pursuant to Article 13, upon surrender in part of any Registered
		  Security for conversion into other securities of the Company or exchange for
		  securities of the Company or another issuer pursuant to its terms, or pursuant
		  to or as contemplated by the terms of such Securities);
		

		
		  (3) if such Securities are to be issuable
		  as Registered Securities, as Bearer Securities or alternatively as Bearer
		  Securities and Registered Securities, and whether the Bearer Securities are to
		  be issuable with Coupons, without Coupons or both, and any restrictions
		  applicable to the offer, sale or delivery of the Bearer Securities and the
		  terms, if any, upon which Bearer Securities may be exchanged for Registered
		  Securities and vice versa;
		

		
		  (4) if any of such Securities are to be
		  issuable in global form, when any of such Securities are to be issuable in
		  global form and (i) whether such Securities are to be issued in temporary or
		  permanent global form or both, (ii) whether beneficial owners of interests in
		  any such global Security may exchange such interests for definitive Securities
		  of the same series and of like tenor and of any authorized form and
		  denomination, and the circumstances under which any such exchanges may occur,
		  if other than in the manner specified in Section 3.5, and (iii) the name of the
		  Depository or the U.S. Depository, as the case may be, with respect to any such
		  global Security;
		

		
		  (5) if any of such Securities are to be
		  issuable as Bearer Securities or in global form, the date as of which any such
		  Bearer Security or global Security shall be dated (if other than the date of
		  original issuance of the first of such Securities to be issued);
		

		
		   
		

		
		   
		

		
		  -23-
		

		
		   
		



		
		

		

		
		  (6) if any of such Securities are to be
		  issuable as Bearer Securities, whether interest in respect of any portion of a
		  temporary Bearer Security in global form payable in respect of an Interest
		  Payment Date therefor prior to the exchange, if any, of such temporary Bearer
		  Security for definitive Securities shall be paid to any clearing organization
		  with respect to the portion of such temporary Bearer Security held for its
		  account and, in such event, the terms and conditions (including any
		  certification requirements) upon which any such interest payment received by a
		  clearing organization will be credited to the Persons entitled to interest
		  payable on such Interest Payment Date;
		

		
		  (7) the date or dates, or the method or
		  methods, if any, by which such date or dates shall be determined, on which the
		  principal of such Securities is payable; 
		

		
		  (8) the rate or rates at which such
		  Securities shall bear interest, if any, or the method or methods, if any, by
		  which such rate or rates are to be determined, the rate or rates and the extent
		  to which Additional Interest, if any, shall be payable in respect of such
		  Securities, the date or dates, if any, from which such interest shall accrue or
		  the method or methods, if any, by which such date or dates are to be
		  determined, the Interest Payment Dates, if any, on which such interest shall be
		  payable on a cash basis and the Regular Record Date, if any, for the interest
		  payable on Registered Securities on any Interest Payment Date, the right,
		  pursuant to Section 3.11 hereof or as otherwise set forth therein, of the
		  Company to defer or extend an interest payment period and the duration of any
		  such Extension Period, including the maximum consecutive period during which
		  interest payment periods may be extended, whether and under what circumstances
		  Additional Amounts on such Securities or any of them shall be payable, the
		  notice, if any, to Holders regarding the determination of interest on a
		  floating rate Security and the manner of giving such notice, and the basis upon
		  which interest shall be calculated if other than that of a 360-day year of
		  twelve 30-day months; 
		

		
		  (9) if in addition to or other than the
		  Borough of Manhattan, The City of New York, the place or places where the
		  principal of, any premium and interest on or any Additional Amounts with
		  respect to such Securities shall be payable, any of such Securities that are
		  Registered Securities may be surrendered for registration of transfer or
		  exchange, any of such Securities may be surrendered for conversion or exchange
		  and notices or demands to or upon the Company in respect of such Securities and
		  this Indenture may be served, the extent to which, or the manner in which, any
		  interest payment or Additional Amounts on a global Security on an Interest
		  Payment Date, will be paid and the manner in which any principal of or premium,
		  if any, on any global Security will be paid;
		

		
		  (10) whether any of such Securities are to
		  be redeemable at the option of the Company and, if so, the date or dates on
		  which, the period or periods within which, the price or prices at which and the
		  other terms and conditions upon which such Securities may be redeemed, in whole
		  or in part, at the option of the Company;
		

		
		  (11) whether the Company is obligated to
		  redeem or purchase any of such Securities pursuant to any sinking fund or
		  analogous provision or at the option of any Holder thereof and, if so, the date
		  or dates on which, the period or periods within which, 
		

		
		   
		

		
		   
		

		
		  -24-
		

		
		   
		



		
		

		

		
		  the price or prices at which and the other
		  terms and conditions upon which such Securities shall be redeemed or purchased,
		  in whole or in part, pursuant to such obligation, and any provisions for the
		  remarketing of such Securities so redeemed or purchased;
		

		
		  (12) the denominations in which any of
		  such Securities that are Registered Securities shall be issuable if other than
		  denominations of $1,000 and any integral multiple thereof, and the
		  denominations in which any of such Securities that are Bearer Securities shall
		  be issuable if other than the denomination of $5,000;
		

		
		  (13) whether the Securities of the series
		  will be convertible into other securities of the Company and/or exchangeable
		  for securities of the Company or another issuer, and if so, the terms and
		  conditions upon which such Securities will be so convertible or exchangeable,
		  and any deletions from or modifications or additions to this Indenture to
		  permit or to facilitate the issuance of such convertible or exchangeable
		  Securities or the administration thereof;
		

		
		  (14) if other than the principal face
		  amount thereof, the portion of the par or stated face amount of any of such
		  Securities that shall be payable upon declaration of acceleration of the
		  Maturity thereof pursuant to Section 5.2 or the method by which such portion is
		  to be determined or, in the case of Indexed Securities, the portion of the
		  principal face amount that shall be payable upon Stated Maturity or the method
		  by which such portion is to be determined;
		

		
		  (15) if other than Dollars, the Foreign
		  Currency in which payment of the principal of, any premium or interest on or
		  any Additional Amounts with respect to any of such Securities shall be payable;
		  
		

		
		  (16) if the principal of, any premium or
		  interest on or any Additional Amounts with respect to any of such Securities
		  are to be payable, at the election of the Company or a Holder thereof or
		  otherwise, in Dollars or in a Foreign Currency other than that in which such
		  Securities are stated to be payable, the date or dates on which, the period or
		  periods within which, and the other terms and conditions upon which, such
		  election may be made, and the time and manner of determining the exchange rate
		  between the Currency in which such Securities are stated to be payable and the
		  Currency in which such Securities or any of them are to be paid pursuant to
		  such election, and any deletions from or modifications of or additions to the
		  terms of this Indenture to provide for or to facilitate the issuance of
		  Securities denominated or payable, at the election of the Company or a Holder
		  thereof or otherwise, in a Foreign Currency;
		

		
		  (17) whether the amount of payments of
		  principal of, any premium or interest on or any Additional Amounts with respect
		  to such Securities may be determined with reference to an index, formula or
		  other method or methods (which index, formula or method or methods may be
		  based, without limitation, on one or more Currencies, commodities, equity
		  securities, equity indices or other indices), and, if so, the terms and
		  conditions upon which and the manner in which such amounts shall be determined
		  and paid or payable;
		

		
		   
		

		
		   
		

		
		  -25-
		

		
		   
		



		
		

		

		
		  (18) the relative degree, if any, to which
		  Securities of such series shall be senior to or be subordinated to other series
		  of Securities or other Indebtedness of the Company, in right of payment,
		  whether such other series of Securities or other Indebtedness is outstanding or
		  not;
		

		
		  (19) any deletions from, modifications of
		  or additions to the Events of Default or covenants of the Company with respect
		  to any of such Securities, whether or not such Events of Default or covenants
		  are consistent with the Events of Default or covenants set forth herein;

		

		
		  (20) whether either or both of Section
		  4.2(2) relating to defeasance or Section 4.2(3) relating to covenant defeasance
		  shall not be applicable to the Securities of such series, the covenants and
		  obligations relating to the Securities of such series which shall be subject to
		  covenant defeasance pursuant to Section 4.2(3), and any deletions from, or
		  modifications or additions to, the provisions of Article 4 in respect of the
		  Securities of such series;
		

		
		  (21) the respective forms of the Trust
		  Agreement (if different from the form attached hereto as Annex A), Amended and
		  Restated Trust Agreement and Guarantee Agreement;
		

		
		  (22) whether any of such Securities are to
		  be issuable upon the exercise of warrants, and the time, manner and place for
		  such Securities to be authenticated and delivered; 
		

		
		  (23) if any of such Securities are to be
		  issuable in global form and are to be issuable in definitive form (whether upon
		  original issue or upon exchange of a temporary Security) only upon receipt of
		  certain certificates or other documents or satisfaction of other conditions,
		  then the form and terms of such certificates, documents or conditions;
		

		
		  (24) if there is more than one Trustee,
		  the identity of the Trustee and, if not the Trustee, the identity of each
		  Security Registrar, Paying Agent or Authenticating Agent with respect to such
		  Securities;
		

		
		  (25) whether any Additional Amounts are to
		  be payable with respect to such Securities; and
		

		
		  (26) any other terms of such Securities
		  and any other deletions from or modifications or additions to this Indenture in
		  respect of such Securities.
		

		
		  All Securities of any one series and all
		  Coupons, if any, appertaining to Bearer Securities of such series shall be
		  substantially identical except as to Currency of payments due thereunder,
		  denomination and the rate of interest thereon, or method of determining the
		  rate of interest, if any, Maturity, and the date from which interest, if any,
		  shall accrue and except as may otherwise be provided by the Company in or
		  pursuant to the Board Resolution and set forth in the Officers’
		  Certificate or in any indenture or indentures supplemental hereto pertaining to
		  such series of Securities. The terms of the Securities of any series may
		  provide, without limitation, 
		

		
		   
		

		
		   
		

		
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		  that the Securities shall be authenticated
		  and delivered by the Trustee on original issue from time to time upon written
		  order of persons designated in the Officers’ Certificate or supplemental
		  indenture and that such persons are authorized to determine, consistent with
		  such Officers’ Certificate or any applicable supplemental indenture, such
		  terms and conditions of the Securities of such series as are specified in such
		  Officers’ Certificate or supplemental indenture. All Securities of any one
		  series need not be issued at the same time and, unless otherwise so provided, a
		  series may be reopened for issuances of additional Securities of such series or
		  to establish additional terms of such series of Securities.
		

		
		  If any of the terms of the Securities of
		  any series shall be established by action taken by or pursuant to a Board
		  Resolution, the Board Resolution shall be delivered to the Trustee at or prior
		  to the delivery of the Officers’ Certificate setting forth the terms of
		  such series.
		

		
		  Section 3.2. Currency; Denominations.
		

		
		  Unless otherwise provided in or pursuant
		  to this Indenture or the related Series Authorization, the principal of, any
		  premium and interest on and any Additional Amounts with respect to the
		  Securities shall be payable in Dollars. Unless otherwise provided in or
		  pursuant to this Indenture or the related Series Authorization, Registered
		  Securities denominated in Dollars shall be issuable in registered form without
		  Coupons in denominations of $1,000 and any integral multiple thereof, and the
		  Bearer Securities denominated in Dollars shall be issuable in the denomination
		  of $5,000. Securities not denominated in Dollars shall be issuable in such
		  denominations as are established with respect to such Securities in or pursuant
		  to this Indenture or the related Series Authorization.
		

		
		  Section 3.3. Execution, Authentication, Delivery and
		  Dating.
		

		
		  Securities shall be executed on behalf of
		  the Company by its Chairman of the Board, a Vice Chairman, its President, its
		  Treasurer or a Vice President under its corporate seal reproduced thereon and
		  attested by its Secretary or one of its Assistant Secretaries. Coupons shall be
		  executed on behalf of the Company by the Treasurer or any Assistant Treasurer
		  of the Company. The signature of any of these officers on the Securities or any
		  Coupons appertaining thereto may be manual or facsimile.
		

		
		  Securities and any Coupons appertaining
		  thereto bearing the manual or facsimile signatures of individuals who were at
		  any time the proper officers of the Company shall bind the Company,
		  notwithstanding that such individuals or any of them have ceased to hold such
		  offices prior to the authentication and delivery of such Securities and Coupons
		  or did not hold such offices at the date of original issuance of such
		  Securities or Coupons.
		

		
		  At any time and from time to time after
		  the execution and delivery of this Indenture, the Company may deliver
		  Securities, together with any Coupons appertaining thereto, executed by the
		  Company, to the Trustee for authentication and, provided that the Board
		  Resolution and Officers’ Certificate or supplemental indenture or
		  indentures with respect to such Securities referred to in Section 3.1 and a
		  Company Order for the authentication and delivery of such Securities have been
		  delivered to the Trustee, the Trustee in accordance with the Company Order and
		  subject to the provisions hereof and of such Securities shall authenticate and
		  deliver 
		

		
		   
		

		
		   
		

		
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		  such Securities. In authenticating such
		  Securities, and accepting the additional responsibilities under this Indenture
		  in relation to such Securities and any Coupons appertaining thereto, the
		  Trustee shall be entitled to receive, and (subject to Sections 315(a) through
		  315(d) of the Trust Indenture Act) shall be fully protected in, and may
		  conclusively rely upon, 
		

		
		  (1) an Opinion or Opinions of Counsel to
		  the effect that:
		

		
		  (a) the form or forms and terms of such
		  Securities and Coupons, if any, have been established in conformity with the
		  provisions of this Indenture;
		

		
		  (b) all conditions precedent to the
		  authentication and delivery of such Securities and Coupons, if any,
		  appertaining thereto, have been complied with and that such Securities and
		  Coupons, when completed by appropriate insertions, executed under the
		  Company’s corporate seal and attested by duly authorized officers of the
		  Company, delivered by duly authorized officers of the Company to the Trustee
		  for authentication pursuant to this Indenture, and authenticated and delivered
		  by the Trustee and issued by the Company in the manner and subject to any
		  conditions specified in such Opinion of Counsel, will constitute legal, valid
		  and binding obligations of the Company, enforceable against the Company in
		  accordance with their terms, except as enforcement thereof may be subject to or
		  limited by bankruptcy, insolvency, reorganization, moratorium, arrangement,
		  fraudulent conveyance, fraudulent transfer or other similar laws relating to or
		  affecting creditors’ rights generally, and subject to general principles
		  of equity (regardless of whether enforcement is sought in a proceeding in
		  equity or at law) and will entitle the Holders thereof to the benefits of this
		  Indenture, including the Guarantee; such Opinion of Counsel need express no
		  opinion as to the availability of equitable remedies;
		

		
		  (c) all laws and requirements in respect
		  of the execution and delivery by the Company of such Securities and Coupons, if
		  any, have been complied with; and
		

		
		  (d) this Indenture has been qualified
		  under the Trust Indenture Act; and
		

		
		  (2) an Officers’ Certificate stating
		  that all conditions precedent to the execution, authentication and delivery of
		  such Securities and Coupons, if any, appertaining thereto, have been complied
		  with, and no event which is, or after notice or lapse of time would become, an
		  Event of Default with respect to any of the Securities shall have occurred and
		  be continuing.
		

		
		  If all the Securities of any series are
		  not to be issued at one time, it shall not be necessary to deliver an Opinion
		  of Counsel and an Officers’ Certificate at the time of issuance of each
		  Security, but such opinion and certificate, with appropriate modifications,
		  shall be delivered 
		

		
		   
		

		
		   
		

		
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		  at or before the time of issuance of the
		  first Security of such series. After any such first delivery, any separate
		  written request by an Authorized Officer of the Company or any person
		  designated in writing by an Authorized Officer that the Trustee authenticate
		  and deliver Securities of such series for original issue will be deemed to be a
		  certification by the Company that all conditions precedent provided for in this
		  Indenture relating to authentication and delivery of such Securities continue
		  to have been complied with and that no Event of Default with respect to any of
		  the Securities has occurred or is continuing.
		

		
		  The Trustee shall not be required to
		  authenticate or to cause an Authenticating Agent to authenticate any
		  Securities, nor will it be liable for its refusal to authenticate or cause an
		  Authenticating Agent to authenticate any Securities, if the issue of such
		  Securities will affect the Trustee’s own rights, duties or immunities
		  under the Securities and this Indenture or otherwise in a manner which is not
		  reasonably acceptable to the Trustee or if the Trustee, being advised by
		  counsel, determines that such action may not lawfully be taken.
		

		
		  Each Registered Security shall be dated
		  the date of its authentication. Each Bearer Security and any Bearer Security in
		  global form shall be dated as of the date specified in or pursuant to the
		  related Series Authorization.
		

		
		  No Security or Coupon appertaining thereto
		  shall be entitled to any benefit under this Indenture or be valid or obligatory
		  for any purpose, unless there appears on such Security a certificate of
		  authentication substantially in the form provided for in Section 2.2 or 6.11
		  executed by or on behalf of the Trustee or by the Authenticating Agent by the
		  manual signature of one of its authorized officers. Such certificate upon any
		  Security shall be conclusive evidence, and the only evidence, that such
		  Security has been duly authenticated and delivered hereunder. Except as
		  permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver
		  any Bearer Security unless all Coupons appertaining thereto then matured have
		  been detached and cancelled.
		

		
		  Section 3.4. Temporary Securities.
		

		
		  Pending the preparation of definitive
		  Securities, the Company may execute and deliver to the Trustee and, upon
		  Company Order, the Trustee shall authenticate and deliver, in the manner
		  provided in Section 3.3, temporary Securities in lieu thereof which are
		  printed, lithographed, typewritten, mimeographed or otherwise produced, in any
		  authorized denomination, substantially of the tenor of the definitive
		  Securities in lieu of which they are issued, in registered form or, if
		  authorized in or pursuant to this Indenture or the related Series
		  Authorization, in bearer form with one or more Coupons or without Coupons and
		  with such appropriate insertions, omissions, substitutions and other variations
		  as the officers of the Company executing such Securities may determine, as
		  conclusively evidenced by their execution of such Securities. Such temporary
		  Securities may be in global form.
		

		
		  Except in the case of temporary Securities
		  in global form, which shall be exchanged in accordance with the provisions
		  thereof, if temporary Securities are issued, the Company shall cause definitive
		  Securities to be prepared without unreasonable delay. After the preparation of
		  definitive Securities of the same series and containing terms and provisions
		  that are identical to those of any temporary Securities, such temporary
		  Securities shall be exchangeable for such definitive Securities upon surrender
		  of such temporary Securities at an 
		

		
		   
		

		
		   
		

		
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		  Office or Agency for such Securities,
		  without charge to any Holder thereof. Upon surrender for cancellation of any
		  one or more temporary Securities (accompanied by any unmatured Coupons
		  appertaining thereto), the Company shall execute and the Trustee upon Company
		  Order shall authenticate and deliver in exchange therefor a like principal
		  amount of definitive Securities of authorized denominations of the same series
		  and containing identical terms and provisions; provided, however, that no
		  definitive Bearer Security, except as provided in or pursuant to this Indenture
		  or the related Series Authorization, shall be delivered in exchange for a
		  temporary Registered Security; and provided, further, that a definitive Bearer
		  Security shall be delivered in exchange for a temporary Bearer Security only in
		  compliance with the conditions set forth in or pursuant to this Indenture or
		  the related Series Authorization. Unless otherwise provided in or pursuant to
		  this Indenture or the related Series Authorization with respect to a temporary
		  global Security, until so exchanged the temporary Securities of any series
		  shall in all respects be entitled to the same benefits under this Indenture as
		  definitive Securities of such series.
		

		
		  Section 3.5. Registration, Transfer and Exchange.
		

		
		  With respect to the Registered Securities
		  of each series, if any, the Company shall cause to be kept a register (each
		  such register being herein sometimes referred to as the “Security
		  Register”) at an Office or Agency for such series in which, subject to
		  such reasonable regulations as it may prescribe, the Company shall provide for
		  the registration of the Registered Securities of such series and of transfers
		  of the Registered Securities of such series. Such Office or Agency shall be the
		  “Security Registrar” for that series of Securities. Unless otherwise
		  specified in or pursuant to this Indenture or the related Series Authorization,
		  the Trustee shall be the initial Security Registrar for each series of
		  Securities. The Company shall have the right to remove and replace from time to
		  time the Security Registrar for any series of Securities; provided that no such
		  removal or replacement shall be effective until a successor Security Registrar
		  with respect to such series of Securities shall have been appointed by the
		  Company and shall have accepted such appointment by the Company. In the event
		  that the Trustee shall not be or shall cease to be Security Registrar with
		  respect to a series of Securities, it shall have the right to examine the
		  Security Register for such series at all reasonable times. There shall be only
		  one Security Register for each series of Securities.
		

		
		  Upon surrender for registration of
		  transfer of any Registered Security of any series at any Office or Agency for
		  such series, the Company shall execute, and the Trustee shall authenticate and
		  deliver, in the name of the designated transferee or transferees, one or more
		  new Registered Securities of the same series denominated as authorized in or
		  pursuant to this Indenture or the related Series Authorization, of a like
		  aggregate principal amount bearing a number not contemporaneously outstanding
		  and containing identical terms and provisions. 
		

		
		  At the option of the Holder, Registered
		  Securities of any series may be exchanged for other Registered Securities of
		  the same series containing identical terms and provisions, in any authorized
		  denominations, and of a like aggregate principal amount, upon surrender of the
		  Securities to be exchanged at any Office or Agency for such series. Whenever
		  any Registered Securities are so surrendered for exchange, the Company shall
		  execute, and the Trustee shall authenticate and deliver, the Registered
		  Securities which the Holder making the exchange is entitled to receive.
		

		
		   
		

		
		   
		

		
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		  If provided in or pursuant to this
		  Indenture or the related Series Authorization, with respect to Securities of
		  any series, at the option of the Holder, Bearer Securities of such series may
		  be exchanged for Registered Securities of such series containing identical
		  terms, denominated as authorized in or pursuant to this Indenture or the
		  related Series Authorization and in the same aggregate principal amount, upon
		  surrender of the Bearer Securities to be exchanged at any Office or Agency for
		  such series, with all unmatured Coupons and all matured Coupons in default
		  thereto appertaining. If the Holder of a Bearer Security is unable to produce
		  any such unmatured Coupon or Coupons or matured Coupon or Coupons in default,
		  such exchange may be effected if the Bearer Securities are accompanied by
		  payment in funds acceptable to the Company and the Trustee in an amount equal
		  to the face amount of such missing Coupon or Coupons, or the surrender of such
		  missing Coupon or Coupons may be waived by the Company and the Trustee if there
		  is furnished to them such security or indemnity as they may require to save
		  each of them and any Paying Agent harmless. If thereafter the Holder of such
		  Bearer Security shall surrender to any Paying Agent any such missing Coupon in
		  respect of which such a payment shall have been made, such Holder shall be
		  entitled to receive the amount of such payment; provided, however, that, except
		  as otherwise provided in Section 10.2, interest represented by Coupons shall be
		  payable only upon presentation and surrender of those Coupons at an Office or
		  Agency for such series located outside the United States. Notwithstanding the
		  foregoing, in case a Bearer Security of any series is surrendered at any such
		  Office or Agency for such series in exchange for a Registered Security of such
		  series and like tenor after the close of business at such Office or Agency on
		  (i) any Regular Record Date and before the opening of business at such Office
		  or Agency on the next succeeding Interest Payment Date, or (ii) any Special
		  Record Date and before the opening of business at such Office or Agency on the
		  related date for payment of Defaulted Interest, such Bearer Security shall be
		  surrendered without the Coupon relating to such Interest Payment Date or
		  proposed date of payment, as the case may be (or, if such Coupon is so
		  surrendered with such Bearer Security, such Coupon shall be returned to the
		  Person so surrendering the Bearer Security), and interest or Defaulted
		  Interest, as the case may be, shall not be payable on such Interest Payment
		  Date or proposed date for payment, as the case may be, in respect of the
		  Registered Security issued in exchange for such Bearer Security, but shall be
		  payable only to the Holder of such Coupon when due in accordance with the
		  provisions of this Indenture. 
		

		
		  If provided in or pursuant to this
		  Indenture or the related Series Authorization, at the option of the Holder,
		  Registered Securities of such series may be exchanged for Bearer Securities
		  upon such terms and conditions as may be provided in or pursuant to this
		  Indenture or the related Series Authorization.
		

		
		  Whenever any Securities are surrendered
		  for exchange as contemplated by the immediately preceding two paragraphs, the
		  Company shall execute, and the Trustee shall authenticate and deliver, the
		  Securities which the Holder making the exchange is entitled to receive.
		

		
		  Notwithstanding the foregoing, except as
		  otherwise provided in or pursuant to this Indenture or the related Series
		  Authorization, any global Security shall be exchangeable for definitive
		  Securities only if (i) the Depository is at any time unwilling, unable or
		  ineligible to continue as depository and a successor depository is not
		  appointed by the Company within 90 days of the date the Company is so informed
		  in writing, (ii) the Company executes and delivers 
		

		
		   
		

		
		   
		

		
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		  to the Trustee a Company Order to the
		  effect that such global Security shall be so exchangeable, or (iii) an Event of
		  Default has occurred and is continuing with respect to the Securities. If the
		  beneficial owners of interests in a global Security are entitled to exchange
		  such interests for definitive Securities as the result of an event described in
		  clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary
		  delay but in any event not later than the earliest date on which such interests
		  may be so exchanged, the Company shall deliver to the Trustee definitive
		  Securities in such form and denominations as are required by or pursuant to
		  this Indenture or the related Series Authorization, and of the same series,
		  containing identical terms and in aggregate principal amount equal to the
		  principal amount of such global Security, executed by the Company. On or after
		  the earliest date on which such interests may be so exchanged, such global
		  Security shall be surrendered from time to time by the U.S. Depository or such
		  other Depository as shall be specified in the Company Order with respect
		  thereto, and in accordance with instructions given to the Trustee and the U.S.
		  Depository or such other Depository, as the case may be (which instructions
		  shall be in writing but need not be contained in or accompanied by an
		  Officers’ Certificate or be accompanied by an Opinion of Counsel), as
		  shall be specified in the Company Order with respect thereto to the Trustee, as
		  the Company’s agent for such purpose, to be exchanged, in whole or in
		  part, for definitive Securities as described above without charge. The Trustee
		  shall authenticate and make available for delivery, in exchange for each
		  portion of such surrendered global Security, a like aggregate principal amount
		  of definitive Securities of the same series of authorized denominations and of
		  like tenor as the portion of such global Security to be exchanged, which
		  (unless such Securities are not issuable both as Bearer Securities and as
		  Registered Securities, in which case the definitive Securities exchanged for
		  the global Security shall be issuable only in the form in which the Securities
		  are issuable, as provided in or pursuant to this Indenture or the related
		  Series Authorization) shall be in the form of Bearer Securities or Registered
		  Securities, or any combination thereof, as shall be specified by the beneficial
		  owner thereof, but subject to the satisfaction of any certification or other
		  requirements to the issuance of Bearer Securities; provided, however, that no
		  such exchanges may occur during a period beginning at the opening of business
		  15 days before any selection of Securities of the same series to be redeemed
		  and ending on the relevant Redemption Date; and provided, further, that (unless
		  otherwise provided in or pursuant to this Indenture or the related Series
		  Authorization) no Bearer Security delivered in exchange for a portion of a
		  global Security shall be mailed or otherwise delivered to any location in the
		  United States. Promptly following any such exchange in part, such global
		  Security shall be returned by the Trustee to such Depository or the U.S.
		  Depository, as the case may be, or such other Depository or U.S. Depository
		  referred to above in accordance with the instructions of the Company referred
		  to above. If a Registered Security is issued in exchange for any portion of a
		  global Security after the close of business at the Office or Agency for such
		  Security where such exchange occurs on or after (i) any Regular Record Date for
		  such Security and before the opening of business at such Office or Agency on
		  the next succeeding Interest Payment Date, or (ii) any Special Record Date for
		  such Security and before the opening of business at such Office or Agency on
		  the related proposed date for payment of interest or Defaulted Interest, as the
		  case may be, interest shall not be payable on such Interest Payment Date or
		  proposed date for payment, as the case may be, in respect of such Registered
		  Security, but shall be payable on such Interest Payment Date or proposed date
		  for payment, as the case may be, only to the Person to whom interest in respect
		  of such portion of such global Security shall be payable in accordance with the
		  provisions of this Indenture.
		

		
		   
		

		
		   
		

		
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		  All Securities issued upon any
		  registration of transfer or exchange of Securities shall be the valid
		  obligations of the Company evidencing the same debt and entitling the Holders
		  thereof to the same benefits under this Indenture as the Securities surrendered
		  upon such registration of transfer or exchange.
		

		
		  Every Registered Security presented or
		  surrendered for registration of transfer or for exchange or redemption shall
		  (if so required by the Company or the Security Registrar for such Security) be
		  duly endorsed, or be accompanied by a written instrument of transfer in form
		  satisfactory to the Company and the Security Registrar for such Security duly
		  executed by the Holder thereof or his attorney duly authorized in
		  writing.
		

		
		  No service charge shall be made for any
		  registration of transfer or exchange, or redemption of Securities, but the
		  Company may require payment of a sum sufficient to cover any tax or other
		  governmental charge and any other expenses (including fees and expenses of the
		  Trustee) that may be imposed in connection with any registration of transfer or
		  exchange of Securities, other than exchanges pursuant to Section 3.4, 9.5 or
		  11.7 not involving any transfer.
		

		
		  Except as otherwise provided in or
		  pursuant to this Indenture or the related Series Authorization, the Company
		  shall not be required (i) to issue, register the transfer of or exchange any
		  Securities during a period beginning at the opening of business 15 days before
		  the day of mailing of a notice of redemption of Securities of like tenor and
		  the same series under Section 11.4 and ending at the close of business on the
		  day of such mailing, or (ii) to register the transfer of or exchange any
		  Registered Security selected for redemption in whole or in part, except in the
		  case of any Security to be redeemed in part, the portion thereof not to be
		  redeemed, or (iii) to exchange any Bearer Security selected for redemption
		  except, to the extent provided with respect to such Bearer Security, that such
		  Bearer Security may be exchanged for a Registered Security of like tenor and
		  the same series, provided that such Registered Security shall be immediately
		  surrendered for redemption with written instruction for payment consistent with
		  the provisions of this Indenture or (iv) to issue, register the transfer of or
		  exchange any Security which, in accordance with its terms, has been surrendered
		  for repayment at the option of the Holder, except the portion, if any, of such
		  Security not to be so repaid.
		

		
		  Section 3.6. Mutilated, Destroyed, Lost and Stolen
		  Securities.
		

		
		  If any mutilated Security or a Security
		  with a mutilated Coupon appertaining to it is surrendered to the Trustee,
		  subject to the provisions of this Section 3.6, the Company shall execute and
		  the Trustee shall authenticate and deliver in exchange therefor a new Security
		  of the same series containing identical terms and of like principal amount and
		  bearing a number not contemporaneously outstanding, with Coupons appertaining
		  thereto corresponding to the Coupons, if any, appertaining to the surrendered
		  Security. 
		

		
		  If there be delivered to the Company and
		  the Trustee (i) evidence to their satisfaction of the destruction, loss or
		  theft of any Security or Coupon, and (ii) such security or indemnity as may be
		  required by them to save each of them and any agent of either of them harmless,
		  then, in the absence of notice to the Company or the Trustee that such Security
		  or Coupon has been acquired by a protected purchaser, the Company shall execute
		  and, upon the Company’s request the Trustee shall authenticate and
		  deliver, in exchange for or in lieu of any 
		

		
		   
		

		
		   
		

		
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		  such mutilated, destroyed, lost or stolen
		  Security or in exchange for the Security to which a destroyed, lost or stolen
		  Coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a
		  new Security of the same series containing identical terms and of like
		  principal amount and bearing a number not contemporaneously outstanding, with
		  Coupons appertaining thereto corresponding to the Coupons, if any, appertaining
		  to such destroyed, lost or stolen Security or to the Security to which such
		  destroyed, lost or stolen Coupon appertains.
		

		
		  Notwithstanding the foregoing provisions
		  of this Section 3.6, in case any mutilated, destroyed, lost or stolen Security
		  or Coupon has become or is about to become due and payable, the Company in its
		  discretion may, instead of issuing a new Security, pay such Security or Coupon;
		  provided, however, that payment of principal of, any premium or interest on or
		  any Additional Amounts with respect to any Bearer Securities shall, except as
		  otherwise provided in Section 10.2, be payable only at an Office or Agency for
		  such Securities located outside the United States and, unless otherwise
		  provided in or pursuant to this Indenture or the related Series Authorization,
		  any interest on Bearer Securities and any Additional Amounts with respect to
		  such interest shall be payable only upon presentation and surrender of the
		  Coupons appertaining thereto.
		

		
		  Upon the issuance of any new Security
		  under this Section 3.6, the Company may require the payment of a sum sufficient
		  to cover any tax or other governmental charge that may be imposed in relation
		  thereto and any other expenses (including the fees and expenses of the Trustee
		  and the fees and expenses of the Trustee’s counsel) connected therewith.
		  
		

		
		  Every new Security, with any Coupons
		  appertaining thereto issued pursuant to this Section 3.6 in lieu of any
		  destroyed, lost or stolen Security, or in exchange for a Security to which a
		  destroyed, lost or stolen Coupon appertains shall constitute a separate
		  obligation of the Company, whether or not the destroyed, lost or stolen
		  Security and Coupons appertaining thereto or the destroyed, lost or stolen
		  Coupon shall be at any time enforceable by anyone, and shall be entitled to all
		  the benefits of this Indenture equally and proportionately with any and all
		  other Securities of such series and any Coupons, if any, duly issued
		  hereunder.
		

		
		  The provisions of this Section 3.6, as
		  amended or supplemented pursuant to this Indenture with respect to particular
		  Securities or generally, shall be exclusive and shall preclude (to the extent
		  lawful) all other rights and remedies with respect to the replacement or
		  payment of mutilated, destroyed, lost or stolen Securities or Coupons.
		

		
		  Section 3.7. Payment of Interest and Certain Additional Amounts;
		  Rights to Interest and Certain Additional Amounts Preserved.
		

		
		  Unless otherwise provided in or pursuant
		  to this Indenture or the related Series Authorization, any interest on and any
		  Additional Amounts with respect to any Registered Security which shall be
		  payable, and are punctually paid or duly provided for, on any Interest Payment
		  Date shall be paid to the Person in whose name such Security (or one or more
		  Predecessor Securities) is registered as of the close of business on the
		  Regular Record Date for such interest.
		

		
		   
		

		
		   
		

		
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		  Unless otherwise provided in or pursuant
		  to this Indenture or the related Series Authorization, any interest on and any
		  Additional Amounts with respect to any Registered Security which shall be
		  payable, but shall not be punctually paid or duly provided for, on any Interest
		  Payment Date for such Registered Security (herein called “Defaulted
		  Interest”) shall forthwith cease to be payable to the Holder thereof
		  on the relevant Regular Record Date by virtue of having been such Holder; and
		  such Defaulted Interest may be paid by the Company, at its election in each
		  case, as provided in Clause (1) or (2) below: 
		

		
		  (1) The Company may elect to make payment
		  of any Defaulted Interest to the Person in whose name such Registered Security
		  (or a Predecessor Security thereof) shall be registered at the close of
		  business on a Special Record Date for the payment of such Defaulted Interest,
		  which shall be fixed by the Company in the following manner. The Company shall
		  notify the Trustee in writing of the amount of Defaulted Interest proposed to
		  be paid on such Registered Security, the Special Record Date therefor and the
		  date of the proposed payment, and at the same time the Company shall deposit
		  with the Trustee an amount of money equal to the aggregate amount proposed to
		  be paid in respect of such Defaulted Interest or shall make arrangements
		  satisfactory to the Trustee for such deposit on or prior to the date of the
		  proposed payment, such money when so deposited to be held in trust in a
		  segregated trust account pursuant to express written instructions of the
		  Company for the benefit of the Person entitled to such Defaulted Interest as in
		  this Clause provided. The Special Record Date for the payment of such Defaulted
		  Interest shall be not more than 15 days and not less than 10 days prior to the
		  date of the proposed payment and not less than 10 days after notification to
		  the Trustee of the proposed payment. The Trustee shall, in the name and at the
		  expense of the Company, cause notice of the proposed payment of such Defaulted
		  Interest and the Special Record Date therefor to be mailed, first-class postage
		  prepaid, to the Holder of such Registered Security (or a Predecessor Security
		  thereof) at his address as it appears in the Security Register not less than 10
		  days prior to such Special Record Date. The Trustee shall, in the name and at
		  the expense of the Company, cause a similar notice to be published at least
		  once in an Authorized Newspaper of general circulation in the Borough of
		  Manhattan, The City of New York, but such publication shall not be a condition
		  precedent to the establishment of such Special Record Date. Notice of the
		  proposed payment of such Defaulted Interest and the Special Record Date
		  therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
		  to the Person in whose name such Registered Security (or a Predecessor Security
		  thereof) shall be registered at the close of business on such Special Record
		  Date and shall no longer be payable pursuant to the following clause
		  (2).
		

		
		  (2) The Company may make payment of any
		  Defaulted Interest in any other lawful manner not inconsistent with the
		  requirements of any securities exchange on which such Security may be listed,
		  and upon such notice as may be required by such exchange, if, after written
		  notice given by the Company to the Trustee of the proposed payment pursuant to
		  this Clause, such payment shall be deemed practicable by the Trustee. 
		

		
		   
		

		
		   
		

		
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		  Unless otherwise provided in or pursuant
		  to this Indenture or the related Series Authorization of any particular series
		  pursuant to the provisions of this Indenture, at the option of the Company,
		  interest on Registered Securities that bear interest may be paid by mailing a
		  check to the address of the Person entitled thereto as such address shall
		  appear in the Security Register or by wire transfer to an account maintained by
		  the payee with a bank located in the United States.
		

		
		  Subject to the foregoing provisions of
		  this Section and Section 3.5, each Security delivered under this Indenture upon
		  registration of transfer of or in exchange for or in lieu of any other Security
		  shall carry the rights to interest accrued and unpaid, and to accrue, which
		  were carried by such other Security.
		

		
		  Unless otherwise provided in or pursuant
		  to this Indenture or the related Series Authorization of any particular series
		  pursuant to the provisions of this Indenture, in the case of any Registered
		  Security of any series that is convertible into other securities of the Company
		  or exchangeable for securities of another issuer, which Registered Security is
		  converted or exchanged after any Regular Record Date and on or prior to the
		  next succeeding Interest Payment Date (other than any Registered Security with
		  respect to which the Stated Maturity is prior to such Interest Payment Date),
		  interest with respect to which the Stated Maturity is on such Interest Payment
		  Date shall be payable on such Interest Payment Date notwithstanding such
		  conversion or exchange, and such interest (whether or not punctually paid or
		  duly provided for) shall be paid to the Person in whose name that Registered
		  Security (or one or more predecessor Registered Securities) is registered at
		  the close of business on such Regular Record Date. Except as otherwise
		  expressly provided in the immediately preceding sentence, in the case of any
		  Registered Security which is converted or exchanged, interest with respect to
		  which the Stated Maturity is after the date of conversion or exchange of such
		  Registered Security shall not be payable.
		

		
		  Section 3.8. Persons Deemed Owners.
		

		
		  Prior to due presentment of a Registered
		  Security for registration of transfer, the Company, the Trustee and any agent
		  of the Company or the Trustee may treat the Person in whose name such
		  Registered Security is registered in the Security Register as the owner of such
		  Registered Security for the purpose of receiving payment of principal of, any
		  premium and (subject to Sections 3.5 and 3.7) interest on and any Additional
		  Amounts with respect to such Registered Security and for all other purposes
		  whatsoever, whether or not any payment with respect to such Registered Security
		  shall be overdue, and none of the Company, the Trustee or any agent of the
		  Company or the Trustee shall be affected by notice to the contrary.
		

		
		  The Company, the Trustee and any agent of
		  the Company or the Trustee may treat the bearer of any Bearer Security or the
		  bearer of any Coupon as the absolute owner of such Security or Coupon for the
		  purpose of receiving payment thereof or on account thereof and for all other
		  purposes whatsoever, whether or not any payment with respect to such Security
		  or Coupon shall be overdue, and none of the Company, the Trustee or any agent
		  of the Company or the Trustee shall be affected by notice to the
		  contrary.
		

		
		   
		

		
		   
		

		
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		  No Holder of any beneficial interest in
		  any global Security held on its behalf by a Depository shall have any rights
		  under this Indenture with respect to such global Security, and such Depository
		  may be treated by the Company, the Trustee, and any agent of the Company or the
		  Trustee as the owner of such global Security for all purposes whatsoever. None
		  of the Company, the Trustee, any Paying Agent or the Security Registrar will
		  have any responsibility or liability for any aspect of the records relating to
		  or payments made on account of beneficial ownership interests of a global
		  Security or for maintaining, supervising or reviewing any records relating to
		  such beneficial ownership interests.
		

		
		  Section 3.9. Cancellation.
		

		
		  All Securities and Coupons surrendered for
		  payment, redemption, registration of transfer, exchange or conversion or for
		  credit against any sinking fund payment shall, if surrendered to any Person
		  other than the Trustee, be delivered to the Trustee, and any such Securities
		  and Coupons, as well as Securities and Coupons surrendered directly to the
		  Trustee for any such purpose, shall be cancelled promptly by the Trustee. The
		  Company may at any time deliver to the Trustee for cancellation any Securities
		  previously authenticated and delivered hereunder which the Company may have
		  acquired in any manner whatsoever, and all Securities so delivered shall be
		  cancelled promptly by the Trustee. No Securities shall be authenticated in lieu
		  of or in exchange for any Securities cancelled as provided in this Section,
		  except as expressly permitted by or pursuant to this Indenture or the related
		  Series Authorization. All cancelled Securities and Coupons held by the Trustee
		  shall be destroyed by the Trustee, unless by a Company Order directs their
		  return to it.
		

		
		  Section 3.10. Computation of Interest.
		

		
		  Except as otherwise provided in or
		  pursuant to this Indenture or the related Series Authorization, interest on the
		  Securities shall be computed on the basis of a 360-day year of twelve 30-day
		  months.
		

		
		  Section 3.11. Extension of Interest Payment Period.
		

		
		  If specified as contemplated by Section
		  3.1 with respect to the Securities of a particular series and subject to the
		  terms, conditions and covenants, if any, so specified, the Company shall have
		  the right, at any time and from time to time during the term of such series, to
		  defer the payment of interest on such Securities for such period or periods as
		  may be specified as contemplated by Section 3.1 (each, an “Extension
		  Period”), during which Extension Periods the Company shall have the
		  right to defer interest in whole or in part, otherwise due make partial
		  payments of interest on any Interest Payment Date. No Extension Period shall
		  end on a day other than an Interest Payment Date. At the end of any such
		  Extension Period, the Company shall pay all interest then accrued and unpaid on
		  the Securities (together with Additional Interest thereon, if any, at the rate
		  specified for the Securities of such series to the extent permitted by
		  applicable law). Prior to the termination of any such Extension Period, the
		  Company may further extend the interest payment period, provided that no
		  Extension Period shall exceed the period or periods specified in such
		  Securities or extend beyond the Stated Maturity of the principal of such
		  Securities. Upon termination of any Extension Period and upon the payment of
		  all accrued and unpaid interest and any Additional Interest then due on any
		  Interest Payment 
		

		
		   
		

		
		   
		

		
		   
		

		
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		  Date, the Company may elect to begin a new
		  Extension Period, subject to the above requirements. No interest shall be due
		  and payable during an Extension Period, except at the end thereof. 
		

		
		  The Company shall give the Holders of the
		  Securities of such series and the Trustee written notice of its election to
		  begin any such Extension Period at least one Business Day prior to the Interest
		  Payment Date or, with respect to the Securities of a series issued to a
		  RenaissanceRe Trust, prior to the earlier of (i) the date the Distributions on
		  the Preferred Securities of such RenaissanceRe Trust are payable or (ii) the
		  date the trustees of such RenaissanceRe Trust are required to give notice to
		  any securities exchange or other applicable self-regulatory organization or to
		  holders of such Preferred Securities of the record date or the date such
		  Distributions are payable, but in any event not less than one Business Day
		  prior to such record date.
		

		
		  The Trustee shall promptly give notice of
		  the Company’s election to begin any such Extension Period to the Holders
		  of the outstanding Securities of such series.
		

		
		  Section 3.12. Right of Set-Off.
		

		
		  With respect to the Securities of a series
		  issued to a RenaissanceRe Trust, notwithstanding anything to the contrary in
		  this Indenture, the Company shall have the right to set-off any payment it is
		  otherwise required to make thereunder in respect of any such Security to the
		  extent the Companyhas theretofore made, or is concurrently on the date of such
		  payment making, a payment under the Preferred Securities Guarantee relating to
		  such Security or under Section 5.8 hereof, as applicable.
		

		
		  Section 3.13. Agreed Tax Treatment.
		

		
		  Each Security issued hereunder shall
		  provide that the Company and by its acceptance of a Security or a beneficial
		  interest therein, the Holder of, and any Person that acquires a beneficial
		  interest in, such Security agree that for United States Federal, state and
		  local tax purposes it is intended that such Security constitute
		  indebtedness.
		

		
		  Section 3.14. Extension of Stated Maturity; Adjustment of Stated
		  Maturity Upon an Exchange.
		

		
		  If specified as contemplated by Section
		  3.1 with respect to the Securities of a particular series, the Company shall
		  have the right to (a) change the Stated Maturity of the principal of the
		  Securities of such series upon the liquidation of the applicable RenaissanceRe
		  Trust and the exchange of such Securities for the Preferred Securities of such
		  RenaissanceRe Trust, or (b) extend the Stated Maturity of the principal of the
		  Securities of such series; provided that, at the time any election to extend
		  such Stated Maturity is made and at the time of such extension, (i) the Company
		  is not in bankruptcy, otherwise insolvent or in liquidation, (ii) the Company
		  is not in default in the payment of any interest or principal or Additional
		  Amounts on the Securities of such series and no deferred interest payments
		  thereon have accrued, (iii) the applicable RenaissanceRe Trust is not in
		  arrears on payments of Distributions on its Preferred Securities and no
		  deferred Distributions thereon have accumulated, (iv) the Securities of such
		  series are rated not less than BBB- by Standard & Poor’s Ratings
		  Services or Baa3 by Moody’s 
		

		
		   
		

		
		   
		

		
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		  Investors Service, Inc. or the equivalent
		  by any other nationally recognized statistical rating organization and (v) the
		  extended Stated Maturity is no later than the 49th anniversary of the initial
		  issuance of the Preferred Securities of the applicable RenaissanceRe Trust;
		  provided, further, that, if the Company exercises its right to liquidate the
		  applicable RenaissanceRe Trust and exchange the Securities of such series for
		  the Preferred Securities of such RenaissanceRe Trust as specified in clause (a)
		  above, any changed Stated Maturity of the principal of the Securities of such
		  series shall be no earlier than the date that is five years after the initial
		  issue date of the Preferred Securities and no later than the date 30 years
		  (plus an extended term of up to an additional 19 years if the above-referenced
		  conditions are satisfied) after the initial issue date of the Preferred
		  Securities of the applicable RenaissanceRe Trust.
		

		
		  Section 3.15. CUSIP Numbers.
		

		
		  The Company in issuing the Securities may
		  use “CUSIP,” “CINS” and “ISIN” numbers (if then
		  generally in use), and the Trustee shall use CUSIP, CINS or ISIN numbers, as
		  the case may be, in notices of redemption or exchange as a convenience to
		  Holders and no representation shall be made as to the correctness of such
		  numbers either as printed on the Securities or as contained in any notice of
		  redemption or exchange.
		

		
		  ARTICLE IV. 
		

		
		  SATISFACTION AND DISCHARGE OF
		  INDENTURE
		

		
		  Section 4.1. Satisfaction and Discharge.
		

		
		  Upon the direction of the Company by a
		  Company Order, this Indenture shall cease to be of further effect with respect
		  to any series of Securities specified in such Company Order and any Coupons
		  appertaining thereto, and the Trustee, on receipt of a Company Order, at the
		  expense of the Company, shall execute proper instruments acknowledging
		  satisfaction and discharge of this Indenture as to such series, when
		

		
		  (1) either
		

		
		  (a) all Securities of such series
		  theretofore authenticated and delivered and all Coupons appertaining thereto
		  (other than (i) Coupons appertaining to Bearer Securities of such series
		  surrendered in exchange for Registered Securities of such series and maturing
		  after such exchange whose surrender is not required or has been waived as
		  provided in Section 3.5, (ii) Securities and Coupons of such series which have
		  been destroyed, lost or stolen and which have been replaced or paid as provided
		  in Section 3.6, (iii) Coupons appertaining to Securities of such series called
		  for redemption and maturing after the relevant Redemption Date whose surrender
		  has been waived as provided in Section 11.7, and (iv) Securities and Coupons of
		  such series for whose payment money has theretofore been deposited in trust or
		  segregated and held in trust by the Company and thereafter repaid to the
		  Company, or discharged from such trust, as 
		

		
		   
		

		
		   
		

		
		   
		

		
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		  provided in Section 10.3) have been
		  delivered to the Trustee for cancellation; or
		

		
		  (b) all Securities of such series and, in
		  the case of (i) or (ii) below, any Coupons appertaining thereto not theretofore
		  delivered to the Trustee for cancellation 
		

		
		  (i) have become due and payable,
		

		
		  (ii) will become due and payable at their
		  Stated Maturity within one year, or 
		

		
		  (iii) if redeemable at the option of the
		  Company or pursuant to the operation of a sinking fund, are to be called for
		  redemption within one year under arrangements satisfactory to the Trustee for
		  the giving of notice of redemption by the Trustee in the name, and at the
		  expense, of the Company, 
		

		
		  and the Company, in the case of (i), (ii)
		  or (iii) above, has deposited or caused to be deposited with the Trustee as
		  trust funds in trust for such purpose, money in the Currency in which such
		  Securities are payable in an amount sufficient to pay and discharge the entire
		  indebtedness on such Securities and any Coupons appertaining thereto not
		  theretofore delivered to the Trustee for cancellation, including the principal
		  of, any premium and interest (including any Additional Interest) on, and any
		  Additional Amounts with respect to such Securities and any Coupons appertaining
		  thereto (based upon applicable law as in effect on the date of such deposit),
		  to the date of such deposit (in the case of Securities which have become due
		  and payable) or to the Maturity thereof, as the case may be;
		

		
		  (2) the Company has paid or caused to be
		  paid all other sums payable hereunder by the Company with respect to the
		  Outstanding Securities of such series and any Coupons appertaining thereto;
		  and
		

		
		  (3) the Company has delivered to the
		  Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
		  that all conditions precedent herein provided for relating to the satisfaction
		  and discharge of this Indenture as to such series have been complied
		  with.
		

		
		  In the event there are Securities of two
		  or more series hereunder, the Trustee shall be required to execute an
		  instrument acknowledging satisfaction and discharge of this Indenture only if
		  requested to do so with respect to Securities of such series as to which it is
		  Trustee and if the other conditions thereto are met.
		

		
		  Notwithstanding the satisfaction and
		  discharge of this Indenture with respect to any series of Securities, the
		  obligations of the Company to the Trustee under Section 6.6 and, if money shall
		  have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
		  this Section, the obligations of the Company and the Trustee with respect to
		  the Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with
		  respect to the payment of Additional 
		

		
		   
		

		
		   
		

		
		   
		

		
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		  Amounts, if any, with respect to such
		  Securities as contemplated by Section 10.4 (but only to the extent that the
		  Additional Amounts payable with respect to such Securities exceed the amount
		  deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)),
		  and with respect to any rights to convert or exchange such Securities into
		  securities of the Company or another issuer shall survive.
		

		
		  Section 4.2. Defeasance
		  and Covenant Defeasance.
		

		
		  (1) Unless pursuant to Section 3.1, either
		  or both of (i) defeasance of the Securities of or within a series under clause
		  (2) of this Section 4.2 shall not be applicable with respect to the Securities
		  of such series or (ii) covenant defeasance of the Securities of or within a
		  series under clause (3) of this Section 4.2 shall not be applicable with
		  respect to the Securities of such series, then such provisions, together with
		  the other provisions of this Section 4.2 (with such modifications thereto as
		  may be specified pursuant to Section 3.1 with respect to any Securities), shall
		  be applicable to such Securities and any Coupons appertaining thereto, and the
		  Company may at its option by Board Resolution, at any time, with respect to
		  such Securities and any Coupons appertaining thereto, elect to have Section
		  4.2(2) or Section 4.2(3) be applied to such Outstanding Securities and any
		  Coupons appertaining thereto upon compliance with the conditions set forth
		  below in this Section 4.2.
		

		
		  (2) Upon the Company’s exercise of
		  the above option applicable to this Section 4.2(2) with respect to any
		  Securities of or within a series, the Company shall be deemed to have been
		  discharged from its obligations with respect to such Outstanding Securities and
		  any Coupons appertaining thereto on the date the conditions set forth in clause
		  (4) of this Section 4.2 are satisfied (hereinafter,
		  “defeasance”). For this purpose, such defeasance means that
		  the Company shall be deemed to have paid and discharged the entire Indebtedness
		  represented by such Outstanding Securities and any Coupons appertaining
		  thereto, and under the Guarantee in respect thereof, which shall thereafter be
		  deemed to be “Outstanding” only for the purposes of clause (5)
		  of this Section 4.2 and the other Sections of this Indenture referred to in
		  clauses (i) and (ii) below, and to have satisfied all of its other obligations
		  under such Securities and any Coupons appertaining thereto, and this Indenture
		  insofar as such Securities and any Coupons appertaining thereto are concerned
		  (and the Trustee, at the expense of the Company, shall execute proper
		  instruments acknowledging the same), except for the following which shall
		  survive until otherwise terminated or discharged hereunder: (i) the rights of
		  Holders of such Outstanding Securities and any Coupons appertaining thereto to
		  receive, solely from the trust fund described in clause (4) of this Section 4.2
		  and as more fully set forth in such clause, payments in respect of the
		  principal of (and premium, if any) and interest (including any Additional
		  Interest), if any, on, and Additional Amounts, if any, with respect to, such
		  Securities and any Coupons appertaining thereto when such payments are due, and
		  any rights of such Holder to convert such Securities into other securities of
		  the Company or exchange such Securities for securities of another issuer, (ii)
		  the obligations of the Company and the Trustee with respect to such Securities
		  under Sections 3.5, 3.6, 10.2 and 10.3 and with respect to the payment of
		  Additional Amounts, if any, on such Securities as contemplated by Section 10.4
		  (but only to the extent that the Additional Amounts payable with respect to
		  such Securities exceed the amount deposited in respect 
		

		
		   
		

		
		   
		

		
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		  of such Additional Amounts pursuant to
		  Section 4.2(4)(a) below), and with respect to any rights to convert such
		  Securities into other securities of the Company or exchange such Securities for
		  securities of another issuer, (iii) the rights, powers, trusts, duties and
		  immunities of the Trustee hereunder including, without limitation, the
		  compensation, reimbursement and indemnities provided in Section 6.6 herein and
		  (iv) this Section 4.2. The Company may exercise its option under this Section
		  4.2(2) notwithstanding the prior exercise of its option under clause (3) of
		  this Section 4.2 with respect to such Securities and any Coupons appertaining
		  thereto.
		

		
		  (3) Upon the Company’s exercise of
		  the option to have this Section 4.2(3) apply with respect to any Securities of
		  or within a series, the Company shall be released from its obligations under
		  any covenant applicable to such Securities specified pursuant to Section
		  3.1(20), including any obligation to redeem or repurchase such securities at
		  the option of the Holder thereof, with respect to such Outstanding Securities
		  and any Coupons appertaining thereto, on and after the date the conditions set
		  forth in clause (4) of this Section 4.2 are satisfied (hereinafter,
		  “covenant defeasance”), and such Securities and any Coupons
		  appertaining thereto shall thereafter be deemed to be not
		  “Outstanding” for the purposes of any direction, waiver, consent or
		  declaration or Act of Holders (and the consequences of any thereof) in
		  connection with any such covenant or obligation, but shall continue to be
		  deemed “Outstanding” for all other purposes hereunder. For this
		  purpose, such covenant defeasance means that, with respect to such Outstanding
		  Securities and any Coupons appertaining thereto, the Company may omit to comply
		  with, and shall have no liability in respect of, any term, condition or
		  limitation set forth in any such Section or such other covenant or obligation,
		  whether directly or indirectly, by reason of any reference elsewhere herein to
		  any such Section or such other covenant or by reason of reference in any such
		  Section or such other covenant or obligation to any other provision herein or
		  in any other document and such omission to comply shall not constitute a
		  default or an Event of Default under Section 5.1 but, except as specified
		  above, the remainder of this Indenture and such Securities and Coupons
		  appertaining thereto shall be unaffected thereby. 
		

		
		  (4) The following shall be the conditions
		  to application of clause (2) or (3) of this Section 4.2 to any Outstanding
		  Securities of or within a series and any Coupons appertaining thereto:
		

		
		  (a) The Company shall irrevocably have
		  deposited or caused to be deposited with the Trustee (or another trustee
		  satisfying the requirements of Section 6.7 who shall agree to comply with the
		  provisions of this Section 4.2 applicable to it) as trust funds in trust for
		  the purpose of making the following payments, specifically pledged as security
		  for, and dedicated solely to, the benefit of the Holders of such Securities and
		  any Coupons appertaining thereto, (1) an amount in Dollars or in such Foreign
		  Currency in which such Securities and any Coupons appertaining thereto are then
		  specified as payable at Stated Maturity, or (2) Government Obligations
		  applicable to such Securities and Coupons appertaining thereto (determined on
		  the basis of the Currency in which such Securities and Coupons appertaining
		  thereto are then specified as payable at Stated 
		

		
		   
		

		
		   
		

		
		   
		

		
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		  Maturity) which through the scheduled
		  payment of principal and interest in respect thereof in accordance with their
		  terms will provide, not later than one day before the due date of any payment
		  with respect to such Securities and any Coupons appertaining thereto, money in
		  an amount, or (3) a combination thereof, in any case, in an amount, sufficient,
		  without consideration of any reinvestment of such principal and interest, in
		  the opinion of a nationally recognized firm of independent public accountants
		  expressed in a written certification thereof delivered to the Trustee, to pay
		  and discharge, and which shall be applied by the Trustee (or other qualifying
		  trustee) to pay and discharge, (y) the principal of (and premium, if any) and
		  interest (including any Additional Interest), if any, on, and any Additional
		  Amounts with respect to such Securities and Coupons appertaining thereto (based
		  upon applicable law as in effect on the date of such deposit), such Outstanding
		  Securities and any Coupons appertaining thereto at the Stated Maturity or
		  Redemption Date of such principal or installment of principal or premium or
		  interest and (z) any mandatory sinking fund payments or analogous payments
		  applicable to such Outstanding Securities and any Coupons appertaining thereto
		  on the days on which such payments are due and payable in accordance with the
		  terms of this Indenture and of such Securities and any Coupons appertaining
		  thereto, and, if applicable, shall have made irrevocable arrangements
		  satisfactory to the Trustee for the redemption of any Securities to be redeemed
		  at the option of the Company in connection with such deposit.
		

		
		  (b) No Event of Default or event which
		  with notice or lapse of time or both would become an Event of Default with
		  respect to such Securities and any Coupons appertaining thereto shall have
		  occurred and be continuing on the date of such deposit (after giving effect
		  thereto) and, with respect to defeasance only, no event described in Section
		  5.1(6) or (7) shall have occurred at any time during the period ending on the
		  91st day after the date of such deposit (it being understood that this
		  condition shall not be deemed satisfied until the expiration of such
		  period).
		

		
		  (c) Such defeasance or covenant defeasance
		  shall not result in a breach or violation of, or constitute a default under,
		  any material agreement or instrument (other than this Indenture) to which the
		  Company is a party or by which it is bound.
		

		
		  (d) In the case of an election under
		  clause (2) of this Section 4.2, with respect to Registered Securities and any
		  Bearer Securities for which the Place of Payment is within the United States,
		  the Company shall have delivered to the Trustee an Opinion of Counsel stating
		  that (i) the Company has received from the Internal Revenue Service a letter
		  ruling, or there has been published by the Internal Revenue Service a Revenue
		  Ruling, or (ii) since the date of execution of this Indenture, there has
		  been a change in the applicable Federal income tax law, in either case to the
		  
		

		
		   
		

		
		   
		

		
		   
		

		
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		  effect that, and based thereon such
		  opinion shall confirm that, the Holders of such Outstanding Securities and any
		  Coupons appertaining thereto will not recognize income, gain or loss for
		  Federal income tax purposes as a result of such defeasance and will be subject
		  to Federal income tax on the same amounts, in the same manner and at the same
		  times as would have been the case if such defeasance had not occurred.
		

		
		  (e) In the case of an election under
		  clause (3) of this Section 4.2 with respect to Registered Securities and any
		  Bearer Securities for which the Place of Payment is within the United States,
		  the Company shall have delivered to the Trustee an Opinion of Counsel to the
		  effect that the Holders of such Outstanding Securities and any Coupons
		  appertaining thereto will not recognize income, gain or loss for Federal income
		  tax purposes as a result of such covenant defeasance and will be subject to
		  Federal income tax on the same amounts, in the same manner and at the same
		  times as would have been the case if such covenant defeasance had not
		  occurred.
		

		
		  (f) With respect to defeasance only, the
		  Company shall have delivered to the Trustee an Opinion of Counsel to the effect
		  that, after the 91st day after the date of deposit, all money and Government
		  Obligations (or other property as may be provided pursuant to Section 3.1)
		  (including the proceeds thereof) deposited or caused to be deposited with the
		  Trustee (or other qualifying trustee) pursuant to this clause (4) to be held in
		  trust will not be subject to recapture or avoidance as a preference in any case
		  or proceeding (whether voluntary or involuntary) in respect of the Company
		  under any Federal or State bankruptcy, insolvency, reorganization or other
		  similar law, or any decree or order for relief in respect of the Company issued
		  in connection therewith (for which purpose such Opinion of Counsel may assume
		  that no Holder is an “insider”).
		

		
		  (g) With respect to defeasance only, the
		  Company shall have delivered to the Trustee an Officers’ Certificate as to
		  solvency and the absence of any intent of preferring the Holders over any other
		  creditors of the Company.
		

		
		  (h) The Company shall have delivered to
		  the Trustee an Officers’ Certificate and the Company shall have delivered
		  to the Trustee an Opinion of Counsel, each stating that all conditions
		  precedent to the defeasance or covenant defeasance under clause (2) or (3) of
		  this Section 4.2 (as the case may be) have been complied with.
		

		
		  (i) Notwithstanding any other provisions
		  of this Section 4.2(4), such defeasance or covenant defeasance shall be
		  effected in compliance with any additional or substitute terms, conditions or
		  limitations which may be imposed on the Company in connection therewith
		  pursuant to Section 3.1.
		

		
		   
		

		
		   
		

		
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		  (5) Unless otherwise specified in or
		  pursuant to this Indenture or any Series Authorization, if, after a deposit
		  referred to in Section 4.2(4)(a) has been made, (a) the Holder of a Security in
		  respect of which such deposit was made is entitled to, and does, elect pursuant
		  to Section 3.1 or the terms of such Security to receive payment in a Currency
		  other than that in which the deposit pursuant to Section 4.2(4)(a) has been
		  made in respect of such Security, or (b) a Conversion Event occurs in respect
		  of the Foreign Currency in which the deposit pursuant to Section 4.2(4)(a) has
		  been made, the indebtedness represented by such Security and any Coupons
		  appertaining thereto shall be deemed to have been, and will be, fully
		  discharged and satisfied through the payment of the principal of (and premium,
		  if any), and interest (including any Additional Interest), if any, on, and
		  Additional Amounts, if any, with respect to, such Security as the same becomes
		  due out of the proceeds yielded by converting (from time to time as specified
		  below in the case of any such election) the amount or other property deposited
		  in respect of such Security into the Currency in which such Security becomes
		  payable as a result of such election or Conversion Event based on (x) in the
		  case of payments made pursuant to clause (a) above, the applicable market
		  exchange rate for such Currency in effect on the second Business Day prior to
		  each payment date, or (y) with respect to a Conversion Event, the applicable
		  market exchange rate for such Foreign Currency in effect (as nearly as
		  feasible) at the time of the Conversion Event.
		

		
		  The Company shall pay and indemnify the
		  Trustee (or other qualifying trustee, collectively for purposes of this Section
		  4.2(5) and Section 4.3, the “Trustee”)
		  against any tax, fee or other charge, imposed on or assessed against the
		  Government Obligations deposited pursuant to this Section 4.2 or the principal
		  or interest received in respect thereof other than any such tax, fee or other
		  charge which by law is for the account of the Holders of such Outstanding
		  Securities and any Coupons appertaining thereto.
		

		
		  Anything in this Section 4.2 to the
		  contrary notwithstanding, the Trustee shall deliver or pay to the Company from
		  time to time upon Company Request any money or Government Obligations (or other
		  property and any proceeds therefrom) held by it as provided in clause (4) of
		  this Section 4.2 which, in the opinion of a nationally recognized firm of
		  independent public accountants expressed in a written certification thereof
		  delivered to the Trustee, are in excess of the amount thereof which would then
		  be required to be deposited to effect a defeasance or covenant defeasance, as
		  applicable, in accordance with this Section 4.2.
		

		
		  Section 4.3. Application of Trust Money.
		

		
		  Subject to the provisions of the last
		  paragraph of Section 10.3, all money and Government Obligations (or other
		  property as may be provided pursuant to Section 3.1) (including the proceeds
		  thereof) deposited with the Trustee pursuant to Section 4.1 or 4.2 in respect
		  of any Outstanding Securities of any series and any Coupons appertaining
		  thereto shall be held in trust and applied by the Trustee, in accordance with
		  the provisions of such Securities and any Coupons appertaining thereto and this
		  Indenture, to the payment, either directly or through any Paying Agent
		  (including the Company acting as its own Paying Agent) as the Trustee may
		  determine, to the Holders of such Securities and any Coupons appertaining
		  thereto of all sums due and to become due thereon in respect of principal (and
		  premium, if any) and interest (including any Additional Interest) and
		  Additional Amounts, if any; but such money and
		

		
		   
		

		
		   
		

		
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		  Government Obligations need not be
		  segregated from other funds except to the extent required by law.
		

		
		  ARTICLE V.
		

		
		  REMEDIES
		

		
		  Section 5.1. Events of Default.
		

		
		  “Event of Default”, wherever used herein with respect to Securities
		  of any series, means any one of the following events (whatever the reason for
		  such Event of Default and whether it shall be voluntary or involuntary or be
		  effected by operation of law or pursuant to any judgment, decree or order of
		  any court or any order, rule or regulation of any administrative or
		  governmental body), unless such event is specifically deleted or modified in or
		  pursuant to the related Series Authorization:
		

		
		  (1) default in the payment of any interest
		  on any Security of such series, including any Additional Interest in respect
		  thereof, or any Additional Amounts payable with respect thereto, when such
		  interest becomes or such Additional Amounts become due and payable, and
		  continuance of such default for a period of 60 days (subject to any deferral of
		  any due date in the case of an Extension Period); or 
		

		
		  (2) default in the payment of the
		  principal of or any premium on any Security of such series, or any Additional
		  Amounts payable with respect thereto, when such principal or premium becomes or
		  such Additional Amounts become due and payable at their Maturity; or 
		

		
		  (3) default in the deposit of any sinking
		  fund payment when and as due by the terms of a Security of such series;
		  or
		

		
		  (4) default in the performance of the
		  provisions of
		   and continuance of such default for a period of
		  180 days after there has been given, by registered or certified mail, (i) to
		  the Company by the Trustee or (ii) to the Company and the Trustee by the
		  Holders of at least 25% in principal amount of the Outstanding Securities of
		  such series or, if that series of Securities is held by a RenaissanceRe Trust,
		  the holders of at least 25% in liquidation amount of the then-outstanding
		  Preferred Securities of such RenaissanceRe Trust, a written notice specifying
		  such default and requiring it to be remedied and stating that such notice is a
		  “Notice of Default” hereunder; or
		

		
		  (5) default in the performance, or breach,
		  of any other covenant or warranty of the Company in this Indenture or the
		  Securities (other than a covenant or warranty a default in the performance or
		  the breach of which is elsewhere in this Section specifically dealt with or
		  which has been expressly included in this Indenture solely for the benefit of a
		  series of Securities other than such series), and continuance of such default
		  or breach for a period of 90 days after there has been given, by registered or
		  certified mail, (i) to the Company, by the Trustee or (ii) to the Company and
		  the Trustee, by the Holders of at least 25% in principal amount of the
		  Outstanding Securities of such
		

		
		   
		

		
		   
		

		
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		  series or, if that series of Securities is
		  held by a RenaissanceRe Trust, the holders of at least 25% in liquidation
		  amount of the then-outstanding Preferred Securities of such RenaissanceRe
		  Trust, a written notice specifying such default or breach and requiring it to
		  be remedied and stating that such notice is a “Notice of Default” hereunder; or
		

		
		  (6) the entry by a court having competent
		  jurisdiction of: 
		

		
		  (a) a decree or order for relief in
		  respect of the Company in an involuntary proceeding under any applicable
		  bankruptcy, insolvency, reorganization (other than a reorganization under a
		  foreign law that does not relate to insolvency) or other similar law and such
		  decree or order shall remain unstayed and in effect for a period of 60
		  consecutive days; or
		

		
		  (b) a decree or order adjudging the
		  Company to be insolvent, or approving a petition seeking reorganization (other
		  than a reorganization under a foreign law that does not relate to insolvency),
		  arrangement, adjustment or composition of the Company and such decree or order
		  shall remain unstayed and in effect for a period of 60 consecutive days;
		  or
		

		
		  (c) a final and non-appealable order
		  appointing a custodian, receiver, liquidator, assignee, trustee or other
		  similar official of the Company of any substantial part of the property of the
		  Company or ordering the winding up or liquidation of the affairs of the
		  Company; or
		

		
		  (7) the commencement by the Company of a
		  voluntary proceeding under any applicable bankruptcy, insolvency,
		  reorganization (other than a reorganization under a foreign law that does not
		  relate to insolvency) or other similar law or of a voluntary proceeding seeking
		  to be adjudicated insolvent or the consent by the Company to the entry of a
		  decree or order for relief in an involuntary proceeding under any applicable
		  bankruptcy, insolvency, reorganization or other similar law or to the
		  commencement of any insolvency proceedings against it, or the filing by the
		  Company of a petition or answer or consent seeking reorganization, arrangement,
		  adjustment or composition of the Company or relief under any applicable law, or
		  the consent by the Company to the filing of such petition or to the appointment
		  of or taking possession by a custodian, receiver, liquidator, assignee, trustee
		  or similar official of the Company or any substantial part of the property of
		  the Company or the making by the Company of an assignment for the benefit of
		  creditors, or the taking of corporate action by the Company in furtherance of
		  any such action; or
		

		
		  (8) any other Event of Default provided in
		  or pursuant to this Indenture or the related Series Authorization with respect
		  to Securities of such series.
		

		
		  Section 5.2. Acceleration of Maturity; Rescission and
		  Annulment.
		

		
		  If an Event of Default with respect to
		  Securities of any series at the time Outstanding (other than an Event of
		  Default specified in clause (6) or (7) of Section 5.1) occurs and is
		  continuing, then the Trustee or the Holders of not less than 25% in principal
		  amount of the Outstanding Securities of such series may declare the principal
		  of all the Securities of such
		

		
		   
		

		
		   
		

		
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		  series, to be due and payable immediately,
		  by a notice in writing to the Company (and to the Trustee if given by the
		  Holders), and upon any such declaration such principal, together with accrued
		  interest (including Additional Interest) thereon, shall become immediately due
		  and payable; provided that, in the case of Securities of a series issued to a
		  RenaissanceRe Trust, if, upon an Event of Default, the Trustee or the Holders
		  of not less than 25% in principal amount of the Outstanding Securities of such
		  series fail to declare the principal of all the Securities of such series, to
		  be immediately due and payable, the holders of at least 25% in liquidation
		  amount of the Preferred Securities of such RenaissanceRe Trust then outstanding
		  shall have such right by a notice in writing to the Company, the Trustee and
		  the Property Trustee; and upon any such declaration such principal or such
		  lesser amount and all accrued and unpaid interest (including any Additional
		  Interest) thereon shall become immediately due and payable, provided that the
		  payment of principal and interest and all other amounts due with respect to
		  such Securities shall remain subordinated to the extent provided in Article
		  16.
		

		
		  If an Event of Default specified in clause
		  (6) or (7) of Section 5.1 occurs, all unpaid principal of and accrued interest
		  (including any Additional Interest) on the Outstanding Securities of that
		  series shall ipso facto become and be immediately due and payable without any
		  declaration or other act on the part of the Trustee or any Holder of any
		  Security of that series.
		

		
		  At any time after a declaration of
		  acceleration with respect to the Securities of any series has been made and
		  before a judgment or decree for payment of the money due has been obtained by
		  the Trustee as hereinafter in this Article provided, the Holders of not less
		  than a majority in principal amount of the Outstanding Securities of such
		  series (subject to, in the case of any series of Securities issued to a
		  RenaissanceRe Trust, such consent of the holders of the Preferred Securities
		  and the Common Securities of such RenaissanceRe Trust as may be required under
		  the Trust Agreement of such RenaissanceRe Trust), by written notice to the
		  Company and the Trustee, may rescind and annul such declaration and its
		  consequences if
		

		
		  (1) the Company has paid or deposited with
		  the Trustee a sum of money sufficient to pay
		

		
		  (a) all overdue installments of any
		  interest (including any Additional Interest) on and Additional Amounts with
		  respect to all Securities of such series and any Coupon appertaining
		  thereto,
		

		
		  (b) the principal of and any premium on
		  any Securities of such series which have become due otherwise than by such
		  declaration of acceleration and interest thereon and any Additional Amounts
		  with respect thereto at the rate or rates borne by or provided for in such
		  Securities,
		

		
		  (c) to the extent that payment of such
		  interest or Additional Amounts is lawful, interest upon overdue installments of
		  any interest and Additional Amounts at the rate or rates borne by or provided
		  for in such Securities, and 
		

		
		  (d) all sums paid or advanced by the
		  Trustee hereunder and the reasonable compensation, expenses, disbursements and
		  advances of the
		

		
		   
		

		
		   
		

		
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		  Trustee, its agents and counsel and all
		  other amounts due the Trustee under Section 6.6; and
		

		
		  (2) all Events of Default with respect to
		  Securities of such series, other than the non-payment of the principal of, any
		  premium and interest on, and any Additional Amounts with respect to Securities
		  of such series which shall have become due solely by such declaration of
		  acceleration, shall have been cured or waived as provided in Section
		  5.13.
		

		
		  In the case of Securities of a series
		  issued to a RenaissanceRe Trust, should the Holders of such Securities fail to
		  rescind and annul such declaration and its consequences, the holders of a
		  majority in liquidation amount of the Preferred Securities of such
		  RenaissanceRe Trust then outstanding shall have such right by written notice to
		  the Company, the Trustee and the Property Trustee, subject to satisfaction of
		  the conditions set forth in clauses (1) and (2) above of this Section
		  5.2.
		

		
		  No such rescission shall affect any
		  subsequent default or impair any right consequent thereon.
		

		
		  Section 5.3. Collection of Indebtedness and Suits for Enforcement by
		  Trustee.
		

		
		  The Company covenants that if
		

		
		  (1) default is made in the payment of any
		  installment of interest (including any Additional Interest) on or any
		  Additional Amounts with respect to any Security or any Coupon appertaining
		  thereto when such interest or Additional Amounts shall have become due and
		  payable and such default continues for a period of 30 days, or
		

		
		  (2) default is made in the payment of the
		  principal of or any premium on any Security or any Additional Amounts with
		  respect thereto at their Maturity, 
		

		
		  the Company shall, upon demand of the
		  Trustee, pay to the Trustee, for the benefit of the Holders of such Securities
		  and any Coupons appertaining thereto, the whole amount of money then due and
		  payable with respect to such Securities and any Coupons appertaining thereto,
		  with interest (including any Additional Interest) upon the overdue principal,
		  any premium and (to the extent that payment of such interest shall be legally
		  enforceable and, if the Securities are held by a RenaissanceRe Trust, without
		  duplication of any other amounts paid to such RenaissanceRe Trust in respect
		  thereof) upon any overdue installments of interest and Additional Amounts at
		  the rate or rates borne by or provided for in such Securities, and, in addition
		  thereto, such further amount of money as shall be sufficient to cover the costs
		  and expenses of collection, including the reasonable compensation, expenses,
		  disbursements and advances of the Trustee, its agents and counsel and all other
		  amounts due to the Trustee under Section 6.6. 
		

		
		  If the Company fails to pay the money it
		  is required to pay the Trustee pursuant to the preceding paragraph forthwith
		  upon the demand of the Trustee, the Trustee, in its own name and as trustee of
		  an express trust, may institute a judicial proceeding for the collection of the
		  money so due and unpaid, and may prosecute such proceeding to judgment or final
		  decree, and may enforce the same against the Company or any other obligor upon
		  such Securities and any
		

		
		   
		

		
		   
		

		
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		  Coupons appertaining thereto and collect
		  the monies adjudged or decreed to be payable in the manner provided by law out
		  of the property of the Company or any other obligor upon such Securities and
		  any Coupons appertaining thereto, wherever situated.
		

		
		  If an Event of Default with respect to
		  Securities of any series occurs and is continuing, the Trustee may in its
		  discretion proceed to protect and enforce its rights and the rights of the
		  Holders of Securities of such series and any Coupons appertaining thereto by
		  such appropriate judicial proceedings as the Trustee shall deem most effectual
		  to protect and enforce any such rights, whether for the specific enforcement of
		  any covenant or agreement in this Indenture or such Securities or in aid of the
		  exercise of any power granted herein or therein, or to enforce any other proper
		  remedy.
		

		
		  Section 5.4. Trustee May File Proofs of Claim.
		

		
		  In case of the pendency of any
		  receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
		  adjustment, composition or other judicial proceeding relative to the Company or
		  any other obligor upon the Securities of any series or the property of the
		  Company or such other obligor or their creditors, the Trustee (irrespective of
		  whether the principal of the Securities shall then be due and payable as
		  therein expressed or by declaration or otherwise and irrespective of whether
		  the Trustee shall have made any demand on the Company for the payment of any
		  overdue principal, premium, interest (including any Additional Interest) or
		  Additional Amounts) shall be entitled and empowered, to the extent permitted by
		  applicable law by intervention in such proceeding or otherwise,
		

		
		  (1) to file and prove a claim for the
		  whole amount, or such lesser amount as may be provided for in the Securities of
		  any applicable series, of the principal and any premium, interest (including
		  any Additional Interest) and Additional Amounts owing and unpaid in respect of
		  the Securities and any Coupons appertaining thereto and to file such other
		  papers or documents as may be necessary or advisable in order to have the
		  claims of the Trustee (including any claim for the reasonable compensation,
		  expenses, disbursements and advances of the Trustee, its agents or counsel) and
		  of the Holders of Securities or any Coupons appertaining thereto allowed in
		  such judicial proceeding, and
		

		
		  (2) to collect and receive any monies or
		  other property payable or deliverable on any such claims and to distribute the
		  same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
		  or other similar official in any such judicial proceeding is hereby authorized
		  by each Holder of Securities or any Coupons to make such payments to the
		  Trustee and, in the event that the Trustee shall consent to the making of such
		  payments directly to the Holders of Securities or any Coupons, to pay to the
		  Trustee any amount due to it for the reasonable compensation, expenses,
		  disbursements and advances of the Trustee, its agents and counsel and any other
		  amounts due the Trustee under Section 6.6.
		

		
		  Nothing herein contained shall be deemed
		  to authorize the Trustee to authorize or consent to or accept or adopt on
		  behalf of any Holder of a Security or any Coupon any plan of reorganization,
		  arrangement, adjustment or composition affecting the Securities or Coupons or
		  the rights of any Holder thereof, or to authorize the Trustee to vote in
		  respect of the claim of any Holder of a Security or any Coupon in any such
		  proceeding.
		

		
		   
		

		
		   
		

		
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		  Section 5.5. Trustee May Enforce Claims without Possession of
		  Securities or Coupons.
		

		
		  All rights of action and claims under this
		  Indenture or any of the Securities or Coupons may be prosecuted and enforced by
		  the Trustee without the possession of any of the Securities or Coupons or the
		  production thereof in any proceeding relating thereto, and any such proceeding
		  instituted by the Trustee shall be brought in its own name as trustee of an
		  express trust, and any recovery or judgment, after provision for the payment of
		  the reasonable compensation, expenses, disbursements and advances of the
		  Trustee, its agents and counsel, shall be for the ratable benefit of each and
		  every Holder of the Securities or Coupons in respect of which such judgment has
		  been recovered.
		

		
		  Section 5.6. Application of Money Collected.
		

		
		  Any money collected by the Trustee
		  pursuant to this Article shall be applied in the following order, at the date
		  or dates fixed by the Trustee and, in case of the distribution of such money on
		  account of principal, or any premium, interest (including any Additional
		  Interest) or Additional Amounts, upon presentation of the Securities or
		  Coupons, or both, as the case may be, and the notation thereon of the payment
		  if only partially paid and upon surrender thereof if fully paid:
		

		
		  FIRST: To the payment of all amounts due
		  the Trustee and any predecessor Trustee under Section 6.6;
		

		
		  SECOND: To the payment of the amounts then
		  due and unpaid upon the Securities and any Coupons for principal and any
		  premium, interest and Additional Amounts in respect of which or for the benefit
		  of which such money has been collected, ratably, without preference or priority
		  of any kind, according to the aggregate amounts due and payable on such
		  Securities and Coupons for principal and any premium, interest (including any
		  Additional Interest) and Additional Amounts, respectively;
		

		
		  THIRD: The balance, if any, to the Person
		  or Persons entitled thereto. 
		

		
		  Section 5.7. Limitations on Suits.
		

		
		  No Holder of any Security of any series or
		  any Coupons appertaining thereto shall have any right to institute any
		  proceeding, judicial or otherwise, with respect to this Indenture, or for the
		  appointment of a receiver or trustee, or for any other remedy hereunder,
		  unless
		

		
		  (1) such Holder has previously given
		  written notice to the Trustee of a continuing Event of Default with respect to
		  the Securities of such series;
		

		
		  (2) the Holders of not less than 25% in
		  principal amount of the Outstanding Securities of such series shall have made
		  written request to the Trustee to institute proceedings in respect of such
		  Event of Default in its own name as Trustee hereunder;
		

		
		   
		

		
		   
		

		
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		  (3) such Holder or Holders have offered to
		  the Trustee such indemnity as is reasonably satisfactory to it against the
		  costs, expenses and liabilities to be incurred in compliance with such
		  request;
		

		
		  (4) the Trustee for 60 days after its
		  receipt of such notice, request and offer of indemnity has failed to institute
		  any such proceeding; and
		

		
		  (5) no direction inconsistent with such
		  written request has been given to the Trustee during such 60-day period by the
		  Holders of a majority in principal amount of the Outstanding Securities of such
		  series; it being understood and intended that no one or more of such Holders
		  shall have any right in any manner whatever by virtue of, or by availing of,
		  any provision of this Indenture or any Security to affect, disturb or prejudice
		  the rights of any other such Holders or Holders of Securities of any other
		  series, or to obtain or to seek to obtain priority or preference over any other
		  Holders or to enforce any right under this Indenture, except in the manner
		  herein provided and for the equal and ratable benefit of all such
		  Holders.
		

		
		  Section 5.8. Unconditional Right of Holders to Receive Principal and
		  any Premium, Interest and Additional Amounts.
		

		
		  Notwithstanding any other provision in
		  this Indenture, the Holder of any Security or Coupon shall have the right,
		  which is absolute and unconditional, to receive payment of the principal of,
		  any premium and (subject to Sections 3.5, 3.7 and 3.11) interest (including any
		  Additional Interest) on, and any Additional Amounts with respect to such
		  Security or payment of such Coupon, as the case may be, on the respective
		  Stated Maturity or Maturities therefor specified in such Security or Coupon
		  (or, in the case of redemption, on the Redemption Date or, in the case of
		  repayment at the option of such Holder if provided with respect to such
		  Security, on the date such repayment is due) and to institute suit for the
		  enforcement of any such payment, and such right shall not be impaired without
		  the consent of such Holder. In the case of Securities of a series issued to a
		  RenaissanceRe Trust, any holder of Preferred Securities issued by such
		  RenaissanceRe Trust shall have the right, upon the occurrence of an Event of
		  Default described in Section 5.1(1) or 5.1(2) hereof, to institute directly a
		  proceeding against the Company for enforcement of payment to such holder of
		  principal of, and any premium and (subject to Sections 3.5, 3.7 and 3.11)
		  interest (including any Additional Interest) on, and Additional Amounts with
		  respect to, such Securities having a principal amount equal to the liquidation
		  amount of such Preferred Securities held by such holder (a
		  “Direct Action”).
		

		
		  Notwithstanding any payments made to a
		  holder of Preferred Securities by the Company in connection with a Direct
		  Action, the Company shall remain obligated to pay the principal of and premium,
		  if any, or interest on and Additional Amounts, if any, with respect to the
		  related Securities, and the Company shall be subrogated to the rights of the
		  holder of such Preferred Securities with respect to payments on the Preferred
		  Securities to the extent of any payments made by the Company to such holder in
		  any Direct Action.
		

		
		   
		

		
		   
		

		
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		  Section 5.9. Restoration
		  of Rights and Remedies.
		

		
		  If the Trustee or any Holder of a Security
		  or a Coupon has, or the holders of Preferred Securities have, instituted any
		  proceeding to enforce any right or remedy under this Indenture and such
		  proceeding has been discontinued or abandoned for any reason, or has been
		  determined adversely to the Trustee, to such Holder or to the holders of such
		  Preferred Securities, then and in every such case the Company the Trustee and
		  each such Holder or the holders of such Preferred Securities shall, subject to
		  any determination in such proceeding, be restored severally and respectively to
		  their former positions hereunder, and thereafter all rights and remedies of the
		  Trustee and each such Holder or the holders of such Preferred Securities shall
		  continue as though no such proceeding had been instituted. 
		

		
		  Section 5.10. Rights and Remedies Cumulative.
		

		
		  Except as otherwise provided with respect
		  to the replacement or payment of mutilated, destroyed, lost or stolen
		  Securities or Coupons in the last paragraph of Section 3.6, no right or remedy
		  herein conferred upon or reserved to the Trustee, to each and every Holder of a
		  Security or a Coupon or to the holders of Preferred Securities is intended to
		  be exclusive of any other right or remedy, and every right and remedy, to the
		  extent permitted by law, shall be cumulative and in addition to every other
		  right and remedy given hereunder or now or hereafter existing at law or in
		  equity or otherwise. The assertion or employment of any right or remedy
		  hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
		  concurrent assertion or employment of any other appropriate right or
		  remedy.
		

		
		  Section 5.11. Delay or Omission Not Waiver.
		

		
		  No delay or omission of the Trustee or of
		  any Holder of any Security or Coupon or of the holders of Preferred Securities
		  to exercise any right or remedy accruing upon any Event of Default shall impair
		  any such right or remedy or constitute a waiver of any such Event of Default or
		  an acquiescence therein. Every right and remedy given by this Article or by law
		  to the Trustee or to any Holder of a Security or a Coupon or to the holders of
		  Preferred Securities may be exercised from time to time, and as often as may be
		  deemed expedient, by the Trustee, by such Holder or by such holders of
		  Preferred Securities, as the case may be.
		

		
		  Section 5.12. Control by Holders of Securities.
		

		
		  The Holders of a majority in principal
		  amount of the Outstanding Securities of any series shall have the right to
		  direct the time, method and place of conducting any proceeding for any remedy
		  available to the Trustee or exercising any trust or power conferred on the
		  Trustee with respect to the Securities of such series and any Coupons
		  appertaining thereto, provided that
		

		
		  (1) such direction shall not be in
		  conflict with any rule of law or with this Indenture or with the Securities of
		  such series,
		

		
		  (2) the Trustee may take any other action
		  deemed proper by the Trustee which is not inconsistent with such direction,
		  and
		

		
		   
		

		
		   
		

		
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		  (3) such direction is not unduly
		  prejudicial to the rights of the other Holders of Securities of such series not
		  joining in such action.
		

		
		  Section 5.13. Waiver of Past Defaults.
		

		
		  The Holders of not less than a majority in
		  principal amount of the Outstanding Securities of any series on behalf of the
		  Holders of all the Securities of such series and any Coupons appertaining
		  thereto and, in the case of any Securities issued to a RenaissanceRe Trust, the
		  holders of not less than a majority in liquidation amount of the Preferred
		  Securities issued by such RenaissanceRe Trust then outstanding, may waive any
		  past default hereunder with respect to such series and its consequences, except
		  a default
		

		
		  (1) in the payment of the principal of,
		  any premium or interest (including any Additional Interest) on, or any
		  Additional Amounts with respect to, any Security of such series or any Coupons
		  appertaining thereto, or
		

		
		  (2) in respect of a covenant or provision
		  hereof which under Article 9 cannot be modified or amended without the consent
		  of the Holder of each Outstanding Security of such series affected.
		

		
		  Upon any such waiver, such default shall
		  cease to exist, and any Event of Default arising therefrom shall be deemed to
		  have been cured, for every purpose of this Indenture; but no such waiver shall
		  extend to any subsequent or other default or impair any right consequent
		  thereon.
		

		
		  Section 5.14. Waiver of Usury, Stay or Extension Laws.
		

		
		  The Company covenants that (to the extent
		  that it may lawfully do so) it will not at any time insist upon, or plead, or
		  in any manner whatsoever claim or take the benefit or advantage of, any usury,
		  stay or extension law wherever enacted, now or at any time hereafter in force,
		  which may affect the covenants or the performance of this Indenture; and the
		  Company expressly waives (to the extent that it may lawfully do so) all benefit
		  or advantage of any such law and covenants that it will not hinder, delay or
		  impede the execution of any power herein granted to the Trustee, but will
		  suffer and permit the execution of every such power as though no such law had
		  been enacted.
		

		
		  Section 5.15. Undertaking for Costs.
		

		
		  All parties to this Indenture agree, and
		  each Holder of any Security by his acceptance thereof shall be deemed to have
		  agreed, that any court may in its discretion require, in any suit for the
		  enforcement of any right or remedy under this Indenture, or in any suit against
		  the Trustee for any action taken or omitted by it as Trustee, the filing by any
		  party litigant in such suit of any undertaking to pay the costs of such suit,
		  and that such court may in its discretion assess reasonable costs, including
		  reasonable attorneys’ fees, against any party litigant in such suit having
		  due regard to the merits and good faith of the claims or defenses made by such
		  party litigant; but the provisions of this Section 5.15 shall not apply to any
		  suit instituted by the Trustee, to any suit instituted by any Holder, or group
		  of Holders, holding in the aggregate more than 10% in principal amount of
		  Outstanding Securities of any series or, if a series of 
		

		
		   
		

		
		   
		

		
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		  Securities is held by a RenaissanceRe
		  Trust, any holder, or group of holders holding more than 10% in liquidation
		  amount of the Preferred Securities of that RenaissanceRe Trust then
		  outstanding, or to any suit instituted by any Holder or any holder of Preferred
		  Securities for the enforcement of the payment of the principal of (or premium,
		  if any) or interest (including any Additional Interest), if any, on or
		  Additional Amounts, if any, with respect to any Security on or after the
		  respective Stated Maturities expressed in such Security (or, in the case of
		  redemption, on or after the Redemption Date, and, in the case of repayment or
		  repurchase, on or after the date for repayment or repurchase) or for the
		  enforcement of the right, if any, to convert or exchange any Security into
		  other securities in accordance with its terms.
		

		
		  ARTICLE VI.
		

		
		  THE TRUSTEE
		

		
		  Section 6.1. Certain Rights of Trustee.
		

		
		  Subject to Sections 315(a) through 315(d)
		  of the Trust Indenture Act:
		

		
		  (1) the Trustee may conclusively rely and
		  shall be fully protected in acting or refraining from acting upon any
		  resolution, certificate, statement, instrument, opinion, report, notice,
		  request, direction, consent, order, bond, debenture, note, coupon or other
		  paper or document reasonably believed by it to be genuine and to have been
		  signed or presented by the proper party or parties;
		

		
		  (2) any request or direction of the
		  Company mentioned herein shall be sufficiently evidenced by a Company Request
		  or a Company Order, as the case may be (in each case, other than delivery of
		  any Security, together with any Coupons appertaining thereto, to the Trustee
		  for authentication and delivery pursuant to Section 3.3 which shall be
		  sufficiently evidenced as provided therein) and any resolution of the Board of
		  Directors may be sufficiently evidenced by a Board Resolution;
		

		
		  (3) whenever in the administration of this
		  Indenture the Trustee shall deem it desirable that a matter be proved or
		  established prior to taking, suffering or omitting any action hereunder, the
		  Trustee (unless other evidence shall be herein specifically prescribed) may, in
		  the absence of bad faith on its part, rely upon an Officers’
		  Certificate;
		

		
		  (4) the Trustee may consult with counsel
		  and the written advice of such counsel or any Opinion of Counsel shall be full
		  and complete authorization and protection in respect of any action taken,
		  suffered or omitted by it hereunder in good faith and in reliance
		  thereon;
		

		
		  (5) the Trustee shall be under no
		  obligation to exercise any of the rights or powers vested in it by or pursuant
		  to this Indenture or the related Series Authorization at the request or
		  direction of any of the Holders of Securities of any series or any Coupons
		  appertaining thereto pursuant to this Indenture, unless such Holders shall have
		  offered to the Trustee such security or indemnity as is reasonably satisfactory
		  to it against the costs,
		

		
		   
		

		
		   
		

		
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		  expenses and liabilities which might be
		  incurred by it in compliance with such request or direction;
		

		
		  (6) the Trustee shall not be bound to make
		  any investigation into the facts or matters stated in any resolution,
		  certificate, statement, instrument, opinion, report, notice, request,
		  direction, consent, order, bond, debenture, coupon or other paper or document,
		  but the Trustee, in its discretion, may, but shall not be obligated to make
		  such further inquiry or investigation into such facts or matters as it may see
		  fit, and, if the Trustee shall determine to make such further inquiry or
		  investigation, it shall be entitled to examine, during business hours and upon
		  reasonable notice, the books, records and premises of the Company, personally
		  or by agent or attorney;
		

		
		  (7) the Trustee may execute any of the
		  trusts or powers hereunder or perform any duties hereunder either directly or
		  by or through agents, attorneys, custodians or nominees and the Trustee shall
		  not be responsible for any misconduct or negligence on the part of any agent,
		  attorney, custodian or nominee appointed with due care by it hereunder;
		

		
		  (8) the Trustee shall not be liable for
		  any action taken or error of judgment made in good faith by a Responsible
		  Officer or Responsible Officers of the Trustee, unless it shall be proved that
		  the Trustee was negligent, acted in bad faith or engaged in willful
		  misconduct;
		

		
		  (9) the Authenticating Agent, Paying
		  Agent, and Security Registrar shall have the same protections as the Trustee
		  set forth hereunder;
		

		
		  (10) the Trustee shall not be liable with
		  respect to any action taken, suffered or omitted to be taken by it in good
		  faith in accordance with an Act of the Holders hereunder, and, to the extent
		  not so provided herein, with respect to any act requiring the Trustee to
		  exercise its own discretion, relating to the time, method and place of
		  conducting any proceeding for any remedy available to the Trustee, or
		  exercising any trust or power conferred upon the Trustee, under this Indenture
		  or any Securities, unless it shall be proved that, in connection with any such
		  action taken, suffered or omitted or any such act, the Trustee was negligent,
		  acted in bad faith or engaged in willful misconduct;
		

		
		  (11) the Trustee is not responsible to see
		  that the Company or any other Person is maintaining any insurance required by
		  the Indenture;
		

		
		  (12) the Trustee shall not be responsible
		  for the recording, rerecording, filing of UCC Statements or UCC Continuation
		  Statements;
		

		
		  (13) in the absence of bad faith on its
		  part, the Trustee may conclusively rely, as to the truth of the statements and
		  the correctness of the opinions expressed therein, upon any certificates or
		  opinions furnished to the Trustee which conform to the requirements of the
		  Indenture;
		

		
		  (14) except during the continuance of an
		  Event of Default, the Trustee undertakes to perform such duties and only such
		  duties as are specifically set forth in this
		

		
		   
		

		
		   
		

		
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		   Indenture and no implied covenants or
		  obligations shall be read into this Indenture against the Trustee;
		

		
		  (15) except as expressly required by the
		  terms of this Indenture, none of the provisions of this Indenture shall require
		  the Trustee to expend or risk its own funds or otherwise incur any liability,
		  financial or otherwise, in the performance of any of its duties hereunder, or
		  in the exercise of any of its rights or powers if it shall have reasonable
		  grounds for believing that repayment of such funds or indemnity satisfactory to
		  it against such risk or liability is not assured to it; and
		

		
		  (16) in case an Event of Default has
		  occurred and is continuing, the Trustee shall exercise such of the rights and
		  powers vested in it by this Indenture, and use the same degree of care and
		  skill in their exercise, as a prudent person would exercise or use under the
		  circumstances in the conduct of his own affairs.
		

		
		  Section 6.2. Notice of Defaults.
		

		
		  Within 90 days after the occurrence of any
		  default hereunder with respect to the Securities of any series, the Trustee
		  shall transmit by mail to all Holders of Securities of such series entitled to
		  receive reports pursuant to Section 7.3(3), notice of such default hereunder
		  actually known to a Responsible Officer of the Trustee, unless such default
		  shall have been cured or waived; provided, however, that, except in the case of
		  a default in the payment of the principal of (or premium, if any), or interest
		  (including any Additional Interest), if any, on, or Additional Amounts or any
		  sinking fund or purchase fund installment with respect to, any Security of such
		  series, the Trustee shall be protected in withholding such notice if and so
		  long as the board of directors, the executive committee or a trust committee of
		  directors and/or Responsible Officers of the Trustee in good faith determine
		  that the withholding of such notice is in the best interest of the Holders of
		  Securities and Coupons of such series; and provided, further, that in the case
		  of any default of the character specified in Section 5.1(4) or with respect to
		  Securities of such series, no such notice to Holders shall be given until at
		  least 60 days after the occurrence thereof. For the purpose of this Section,
		  the term “default” means any event which is, or after notice or
		  lapse of time or both would become, an Event of Default with respect to
		  Securities of such series.
		

		
		  Section 6.3. Not Responsible for Recitals or Issuance of
		  Securities.
		

		
		  The recitals contained herein and in the
		  Securities, except the Trustee’s certificate of authentication, and in any
		  Coupons shall be taken as the statements of the Company and neither the Trustee
		  nor any Authenticating Agent assumes any responsibility for their correctness.
		  The Trustee makes no representations as to the validity or sufficiency of this
		  Indenture or of the Securities or the Coupons, except that the Trustee
		  represents that it is duly authorized to execute and deliver this Indenture,
		  authenticate the Securities and perform its obligations hereunder and that the
		  statements made by it in a Statement of Eligibility on Form T-1 supplied to the
		  Company are true and accurate, subject to the qualifications set forth therein.
		  Neither the Trustee nor any Authenticating Agent shall be accountable for the
		  use or application by the Company of the Securities or the proceeds
		  thereof.
		

		
		   
		

		
		   
		

		
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		  Section 6.4. May Hold Securities.
		

		
		  The Trustee, any Authenticating Agent, any
		  Paying Agent, any Security Registrar or any other Person that may be an agent
		  of the Trustee or the Company, in its individual or any other capacity, may
		  become the owner or pledgee of Securities or Coupons and, subject to Sections
		  310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company
		  with the same rights it would have if it were not the Trustee, Authenticating
		  Agent, Paying Agent, Security Registrar or such other Person.
		

		
		  Section 6.5. Money Held in Trust.
		

		
		  Except as provided in Section 4.3 and
		  Section 10.3, money held by the Trustee in trust hereunder need not be
		  segregated from other funds except to the extent required by law and shall be
		  held uninvested. The Trustee shall be under no liability for interest on any
		  money received by it hereunder except as otherwise agreed to in writing with
		  the Company.
		

		
		  Section 6.6. Compensation and Reimbursement.
		

		
		  The Company agrees: 
		

		
		  (1) to pay to the Trustee from time to
		  time reasonable compensation for all services rendered by the Trustee hereunder
		  as agreed in writing between the Company and the Trustee (which compensation
		  shall not be limited by any provision of law in regard to the compensation of a
		  trustee of an express trust);
		

		
		  (2) except as otherwise expressly provided
		  herein, to reimburse the Trustee upon its request for all reasonable expenses,
		  disbursements and advances incurred or made by the Trustee in accordance with
		  any provision of this Indenture or arising out of or in connection with the
		  acceptance or administration of the trust or trusts hereunder (including the
		  reasonable compensation and the expenses and disbursements of its agents and
		  counsel), except any such expense, disbursement or advance as may be
		  attributable to the Trustee’s negligence or bad faith; and
		

		
		  (3) to indemnify the Trustee and its
		  agents, officers, directors and employees for, and to hold them harmless
		  against, any loss, liability or expense incurred, arising out of or in
		  connection with the acceptance or administration of the trust or trusts
		  hereunder, including the costs and expenses of defending themselves against any
		  claim or liability in connection with the exercise or performance of any of
		  their powers or duties hereunder, except to the extent that any such loss,
		  liability or expense was due to the Trustee’s negligence or bad
		  faith.
		

		
		  As security for the performance of the
		  obligations of the Company under this Section, the Trustee shall have a lien
		  prior to the Securities of any series upon all property and funds held or
		  collected by the Trustee as such, except funds held in trust for the payment of
		  principal of, and premium or interest (including any Additional Interest) on or
		  any Additional Amounts with respect to Securities or any Coupons appertaining
		  thereto.
		

		
		   
		

		
		   
		

		
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		  To the extent permitted by law, any
		  compensation or expense incurred by the Trustee after a default specified in or
		  pursuant to Section 5.1 is intended to constitute an expense of administration
		  under any then applicable bankruptcy or insolvency law. “Trustee”
		  for purposes of this Section 6.6 shall include any predecessor Trustee but the
		  negligence or bad faith of any Trustee shall not affect the rights of any other
		  Trustee under this Section 6.6.
		

		
		  The provisions of this Section 6.6 shall
		  survive the satisfaction and discharge of this Indenture or the earlier
		  resignation or removal of the Trustee and shall apply with equal force and
		  effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or
		  Security Registrar.
		

		
		  Section 6.7. Corporate Trustee Required; Eligibility.
		

		
		  There shall at all times be a Trustee
		  hereunder that is a Corporation organized and doing business under the laws of
		  the United States of America, any state thereof or the District of Columbia,
		  that is eligible under Section 310(a)(1) of the Trust Indenture Act to act as
		  trustee under an indenture qualified under the Trust Indenture Act and that has
		  a combined capital and surplus (computed in accordance with Section 310(a)(2)
		  of the Trust Indenture Act) of at least $50,000,000, and that is subject to
		  supervision or examination by Federal or state authority. If at any time the
		  Trustee shall cease to be eligible in accordance with the provisions of this
		  Section, it shall resign immediately in the manner and with the effect
		  hereinafter specified in this Article.
		

		
		  Section 6.8. Resignation and Removal; Appointment of
		  Successor.
		

		
		  (1) No resignation or removal of the
		  Trustee and no appointment of a successor Trustee pursuant to this Article
		  shall become effective until the acceptance of appointment by the successor
		  Trustee pursuant to Section 6.9.
		

		
		  (2) The Trustee may resign at any time
		  with respect to the Securities of one or more series by giving written notice
		  thereof to the Company. If the instrument of acceptance by a successor Trustee
		  required by Section 6.9 shall not have been delivered to the Trustee within 30
		  days after the giving of such notice of resignation, the resigning Trustee may
		  petition any court of competent jurisdiction for the appointment of a successor
		  Trustee with respect to such series.
		

		
		  (3) The Trustee may be removed at any time
		  with respect to the Securities of any series by Act of the Holders of a
		  majority in principal amount of the Outstanding Securities of such series,
		  delivered to the Trustee and the Company.
		

		
		  (4) If at any time: 
		

		
		  (a) the Trustee shall fail to comply with
		  the obligations imposed upon it under Section 310(b) of the Trust Indenture Act
		  with respect to Securities of any series after written request therefor by the
		  Company or any Holder of a Security of such series who has been a bona fide
		  Holder of a Security of such series for at least six months, or 
		

		
		   
		

		
		   
		

		
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		  (b) the Trustee shall cease to be eligible
		  under Section 6.7 and shall fail to resign after written request therefor by
		  the Company or any such Holder, or
		

		
		  (c) the Trustee shall become incapable of
		  acting or shall be adjudged a bankrupt or insolvent or a receiver of the
		  Trustee or of its property shall be appointed or any public officer shall take
		  charge or control of the Trustee or of its property or affairs for the purpose
		  of rehabilitation, conservation or liquidation, then, in any such case, (i) the
		  Company, by or pursuant to a Board Resolution, may remove the Trustee with
		  respect to all Securities or the Securities of such series, or (ii) subject to
		  Section 315(e) of the Trust Indenture Act, any Holder of a Security who has
		  been a bona fide Holder of a Security of such series for at least six months
		  may, on behalf of himself and all others similarly situated, petition any court
		  of competent jurisdiction for the removal of the Trustee with respect to all
		  Securities of such series and the appointment of a successor Trustee or
		  Trustees.
		

		
		  (5) If the Trustee shall resign, be
		  removed or become incapable of acting, or if a vacancy shall occur in the
		  office of Trustee for any cause, with respect to the Securities of one or more
		  series, the Company, by or pursuant to a Board Resolution, shall promptly
		  appoint a successor Trustee or Trustees with respect to the Securities of such
		  series (it being understood that any such successor Trustee may be appointed
		  with respect to the Securities of one or more or all of such series and that at
		  any time there shall be only one Trustee with respect to the Securities of any
		  particular series) and shall comply with the applicable requirements of Section
		  6.9. If, within one year after such resignation, removal or incapacity, or the
		  occurrence of such vacancy, a successor Trustee with respect to the Securities
		  of any series shall be appointed by Act of the Holders of a majority in
		  principal amount of the Outstanding Securities of such series delivered to the
		  Company and the retiring Trustee, the successor Trustee so appointed shall,
		  forthwith upon its acceptance of such appointment in accordance with the
		  applicable requirements of Section 6.9, become the successor Trustee with
		  respect to the Securities of such series and to that extent supersede the
		  successor Trustee appointed by the Company. If no successor Trustee with
		  respect to the Securities of any series shall have been so appointed by the
		  Company or the Holders of Securities and accepted appointment in the manner
		  required by Section 6.9, any Holder of a Security who has been a bona fide
		  Holder of a Security of such series for at least six months may, on behalf of
		  himself and all others similarly situated, petition any court of competent
		  jurisdiction for the appointment of a successor Trustee with respect to the
		  Securities of such series.
		

		
		  (6) The Company shall give notice of each
		  resignation and each removal of the Trustee with respect to the Securities of
		  any series and each appointment of a successor Trustee with respect to the
		  Securities of any series by mailing written notice of such event by first-class
		  mail, postage prepaid, to the Holders of Registered Securities, if any, of such
		  series as their names and addresses appear in the Security Register and, if
		  Securities of such series are issued as Bearer Securities, by publishing notice
		  of such event once in an Authorized Newspaper in each Place of Payment located
		  outside the 
		

		
		   
		

		
		   
		

		
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		  United States. Each notice shall include
		  the name of the successor Trustee with respect to the Securities of such series
		  and the address of its Corporate Trust Office.
		

		
		  (7) In no event shall any retiring Trustee
		  be liable for the acts or omissions of any successor Trustee hereunder. 

		

		
		  Section 6.9. Acceptance of Appointment by Successor.
		

		
		  (1) Upon the appointment hereunder of any
		  successor Trustee with respect to all Securities, such successor Trustee so
		  appointed shall execute, acknowledge and deliver to the Company and the
		  retiring Trustee an instrument accepting such appointment, and thereupon the
		  resignation or removal of the retiring Trustee shall become effective and such
		  successor Trustee, without any further act, deed or conveyance, shall become
		  vested with all the rights, powers, trusts and duties hereunder of the retiring
		  Trustee; but, on the written request of the Company or such successor Trustee,
		  such retiring Trustee, upon payment of its charges, shall execute and deliver
		  an instrument transferring to such successor Trustee all the rights, powers and
		  trusts of the retiring Trustee and, subject to Section 10.3, shall duly assign,
		  transfer and deliver to such successor Trustee all property and money held by
		  such retiring Trustee hereunder, subject nevertheless to its claim, if any,
		  provided for in Section 6.6.
		

		
		  (2) Upon the appointment hereunder of any
		  successor Trustee with respect to the Securities of one or more (but not all)
		  series, the Company, the retiring Trustee and such successor Trustee shall
		  execute and deliver an indenture supplemental hereto wherein each successor
		  Trustee shall accept such appointment and which (1) shall contain such
		  provisions as shall be necessary or desirable to transfer and confirm to, and
		  to vest in, such successor Trustee all the rights, powers, trusts and duties of
		  the retiring Trustee with respect to the Securities of that or those series to
		  which the appointment of such successor Trustee relates, (2) if the retiring
		  Trustee is not retiring with respect to all Securities, shall contain such
		  provisions as shall be deemed necessary or desirable to confirm that all the
		  rights, powers, trusts and duties of the retiring Trustee with respect to the
		  Securities of that or those series as to which the retiring Trustee is not
		  retiring shall continue to be vested in the retiring Trustee, and (3) shall add
		  to or change any of the provisions of this Indenture as shall be necessary to
		  provide for or facilitate the administration of the trusts hereunder by more
		  than one Trustee, it being understood that nothing herein or in such
		  supplemental indenture shall constitute such Trustees co-trustees of the same
		  trust, that each such Trustee shall be trustee of a trust or trusts hereunder
		  separate and apart from any trust or trusts hereunder administered by any other
		  such Trustee and that no Trustee shall be responsible for any notice given to,
		  or received by, or any act or failure to act on the part of any other Trustee
		  hereunder, and, upon the execution and delivery of such supplemental indenture,
		  the resignation or removal of the retiring Trustee shall become effective to
		  the extent provided therein, such retiring Trustee shall have no further
		  responsibility for the exercise of rights and powers or for the performance of
		  the duties and obligations vested in the Trustee under this Indenture with
		  respect to the Securities of that or those series to which the appointment of
		  such successor Trustee relates other than as hereinafter expressly set forth,
		  and such successor Trustee, without any further act, deed or conveyance, shall
		  become vested with all the rights, 
		

		
		   
		

		
		   
		

		
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		  powers, trusts and duties of the retiring
		  Trustee with respect to the Securities of that or those series to which the
		  appointment of such successor Trustee relates; but, on written request of the
		  Company or such successor Trustee, such retiring Trustee, upon payment of its
		  charges with respect to the Securities of that or those series to which the
		  appointment of such successor Trustee relates and subject to Section 10.3 shall
		  duly assign, transfer and deliver to such successor Trustee, to the extent
		  contemplated by such supplemental indenture, the property and money held by
		  such retiring Trustee hereunder with respect to the Securities of that or those
		  series to which the appointment of such successor Trustee relates, subject to
		  its claim, if any, provided for in Section 6.6.
		

		
		  (3) Upon request of any Person appointed
		  hereunder as a successor Trustee, the Company shall execute any and all
		  instruments for more fully and certainly vesting in and confirming to such
		  successor Trustee all such rights, powers and trusts referred to in paragraph
		  (1) or (2) of this Section, as the case may be.
		

		
		  (4) No Person shall accept its appointment
		  hereunder as a successor Trustee unless at the time of such acceptance such
		  successor Person shall be qualified and eligible under this Article.
		

		
		  Section 6.10. Merger, Conversion, Consolidation or Succession to
		  Business.
		

		
		  Any Corporation into which the Trustee may
		  be merged or converted or with which it may be consolidated, or any Corporation
		  resulting from any merger, conversion or consolidation to which the Trustee
		  shall be a party, shall be the successor of the Trustee hereunder, without the
		  execution or filing of any paper or any further act on the part of any of the
		  parties hereto. In case any Securities shall have been authenticated but not
		  delivered by the Trustee then in office, any successor by merger, conversion or
		  consolidation to such authenticating Trustee may adopt such authentication and
		  deliver the Securities so authenticated with the same effect as if such
		  successor Trustee had itself authenticated such Securities. 
		

		
		  Section 6.11. Appointment of Authenticating Agent.
		

		
		  The Trustee may appoint one or more
		  Authenticating Agents acceptable to the Company with respect to one or more
		  series of Securities which shall be authorized to act on behalf of the Trustee
		  to authenticate Securities of that or those series issued upon original issue,
		  exchange, registration of transfer, partial redemption or partial repayment or
		  pursuant to Section 3.6, and Securities so authenticated shall be entitled to
		  the benefits of this Indenture and shall be valid and obligatory for all
		  purposes as if authenticated by the Trustee hereunder. Wherever reference is
		  made in this Indenture to the authentication and delivery of Securities by the
		  Trustee or the Trustee’s certificate of authentication, such reference
		  shall be deemed to include authentication and delivery on behalf of the Trustee
		  by an Authenticating Agent and a certificate of authentication executed on
		  behalf of the Trustee by an Authenticating Agent. 
		

		
		  Each Authenticating Agent must be
		  acceptable to the Company and, except as provided in or pursuant to this
		  Indenture or the related Series Authorization, shall at all times be a
		  Corporation that would be permitted by the Trust Indenture Act to act as
		  trustee under an indenture qualified under the Trust Indenture Act, is
		  authorized under applicable law and by its 
		

		
		   
		

		
		   
		

		
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		  charter to act as an Authenticating Agent
		  and has a combined capital and surplus (computed in accordance with Section
		  310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time
		  an Authenticating Agent shall cease to be eligible in accordance with the
		  provisions of this Section, it shall resign immediately in the manner and with
		  the effect specified in this Section. 
		

		
		  Any Corporation into which an
		  Authenticating Agent may be merged or converted or with which it may be
		  consolidated, or any Corporation resulting from any merger, conversion or
		  consolidation to which such Authenticating Agent shall be a party, or any
		  Corporation succeeding to all or substantially all of the corporate agency or
		  corporate trust business of an Authenticating Agent, shall be the successor of
		  such Authenticating Agent hereunder, provided such Corporation shall be
		  otherwise eligible under this Section, without the execution or filing of any
		  paper or any further act on the part of the Trustee or the Authenticating
		  Agent. 
		

		
		  An Authenticating Agent may resign at any
		  time by giving written notice thereof to the Trustee and the Company. The
		  Trustee may at any time terminate the agency of an Authenticating Agent by
		  giving written notice thereof to such Authenticating Agent and the Company.
		  Upon receiving such a notice of resignation or upon such a termination, or in
		  case at any time such Authenticating Agent shall cease to be eligible in
		  accordance with the provisions of this Section, the Trustee may appoint a
		  successor Authenticating Agent which shall be acceptable to the Company and
		  shall (i) mail written notice of such appointment by first-class mail, postage
		  prepaid, to all Holders of Registered Securities, if any, of the series with
		  respect to which such Authenticating Agent shall serve, as their names and
		  addresses appear in the Security Register, and (ii) if Securities of the series
		  are issued as Bearer Securities, publish notice of such appointment at least
		  once in an Authorized Newspaper in the place where such successor
		  Authenticating Agent has its principal office if such office is located outside
		  the United States. Any successor Authenticating Agent, upon acceptance of its
		  appointment hereunder, shall become vested with all the rights, powers and
		  duties of its predecessor hereunder, with like effect as if originally named as
		  an Authenticating Agent. No successor Authenticating Agent shall be appointed
		  unless eligible under the provisions of this Section.
		

		
		  The Company agrees to pay each
		  Authenticating Agent from time to time reasonable compensation for its services
		  under this Section. If the Trustee makes such payments, it shall be entitled to
		  be reimbursed for such payments, subject to the provisions of Section 6.6.
		  
		

		
		  The provisions of Sections 3.8, 6.3 and
		  6.4 shall be applicable to each Authenticating Agent.
		

		
		  If an Authenticating Agent is appointed
		  with respect to one or more series of Securities pursuant to this Section, the
		  Securities of such series may have endorsed thereon, in addition to or in lieu
		  of the Trustee’s certificate of authentication, an alternate certificate
		  of authentication in substantially the following form: 
		

		
		  This is one of the Securities of the
		  series designated herein referred to in the within-mentioned Indenture.
		

		
		   
		

		
		   
		

		
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					 DEUTSCHE BANK TRUST COMPANY
					 AMERICAS, as Trustee
				  

				
	
				  
				  

					
				  
					  
				  

					
				  
					 
 By 
				  

					
				  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 as Authenticating Agent
				  

				
	
				  
				  

					
				  
					  
				  

					
				  
					 
 By 
				  

					
				  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 Authorized Officer
				  

				

 

		
		   
		

		
		  If all of the Securities of any series may
		  not be originally issued at one time, and if the Trustee does not have an
		  office capable of authenticating Securities upon original issuance located in a
		  Place of Payment where the Company wishes to have Securities of such series
		  authenticated upon original issuance, the Trustee, if so requested in writing
		  (which writing need not be accompanied by or contained in an Officers’
		  Certificate by the Company), shall appoint in accordance with this Section an
		  Authenticating Agent having an office in a Place of Payment designated by the
		  Company with respect to such series of Securities.
		

		
		  ARTICLE VII.
		

		
		  HOLDERS LISTS AND REPORTS BY TRUSTEE AND
		  COMPANY
		

		
		  Section 7.1. Company to Furnish Trustee Names and Addresses of
		  Holders.
		

		
		  In accordance with Section 312(a) of the
		  Trust Indenture Act, the Company shall furnish or cause to be furnished to the
		  Trustee
		

		
		  (1) semi-annually with respect to
		  Securities of each series not later than May 1 and November 1 of the year or
		  upon such other dates as are set forth in or pursuant to the Board Resolution
		  or indenture supplemental hereto authorizing such series, a list, in each case
		  in such form as the Trustee may reasonably require, of the names and addresses
		  of Holders as of the applicable date, and
		

		
		  (2) at such other times as the Trustee may
		  request in writing, within 30 days after the receipt by the Company of any such
		  request, a list of similar form and content as of a date not more than 15 days
		  prior to the time such list is furnished;
		

		
		  provided, however, that so long as the
		  Trustee is the Security Registrar no such list shall be required to be
		  furnished.
		

		
		  Section 7.2. Preservation of Information; Communications to
		  Holders.
		

		
		  The Trustee shall comply with the
		  obligations imposed upon it pursuant to Section 312 of the Trust Indenture
		  Act.
		

		
		  Every Holder of Securities or Coupons, by
		  receiving and holding the same, agrees with the Company and the Trustee that
		  none of the Company, the Trustee, any Paying Agent or any Security Registrar
		  shall be held accountable by reason of the disclosure of any such information
		  as to the names and addresses of the Holders of Securities in accordance with
		  
		

		
		   
		

		
		   
		

		
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		  Section 312(c) of the Trust Indenture Act,
		  regardless of the source from which such information was derived, and that the
		  Trustee shall not be held accountable by reason of mailing any material
		  pursuant to a request made under Section 312(b) of the Trust Indenture
		  Act.
		

		
		  Section 7.3. Reports by Trustee.
		

		
		  (1) Within 60 days after September 15 of
		  each year commencing with the first September 15 following the first issuance
		  of Securities pursuant to Section 3.1, if required by Section 313(a) of the
		  Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of
		  the Trust Indenture Act, a brief report dated as of such September 15 with
		  respect to any of the events specified in said Section 313(a) which may have
		  occurred since the later of the immediately preceding September 15 and the date
		  of this Indenture.
		

		
		  (2) The Trustee shall transmit the reports
		  required by Section 313(a) of the Trust Indenture Act at the times specified
		  therein.
		

		
		  (3) September 15 following the first
		  issuance of Securities Reports pursuant to this Section shall be transmitted in
		  the manner and to the Persons required by Sections 313(c) and 313(d) of the
		  Trust Indenture Act.
		

		
		  Section 7.4. Reports by Company.
		

		
		  The Company, pursuant to Section 314(a) of
		  the Trust Indenture Act, shall: 
		

		
		  (1) file with the Trustee, within 15 days
		  after the Company files the same with the Commission, copies of the annual
		  reports and of the information, documents and other reports (or copies of such
		  portions of any of the foregoing as the Commission may from time to time by
		  rules and regulations prescribe) which the Company may be required to file with
		  the Commission pursuant to Section 13 or Section 15(d) of the Securities
		  Exchange Act of 1934, as amended; or, if the Company is not required to file
		  information, documents or reports pursuant to either of said Sections, then it
		  shall file with the Trustee and the Commission, in accordance with rules and
		  regulations prescribed from time to time by the Commission, such of the
		  supplementary and periodic information, documents and reports which may be
		  required pursuant to Section 13 of the Securities Exchange Act of 1934, as
		  amended, in respect of a security listed and registered on a national
		  securities exchange as may be prescribed from time to time in such rules and
		  regulations;
		

		
		  (2) file with the Trustee and the
		  Commission, in accordance with rules and regulations prescribed from time to
		  time by the Commission, such additional information, documents and reports with
		  respect to compliance by the Company with the conditions and covenants of this
		  Indenture as may be required from time to time by such rules and regulations;
		  and 
		

		
		  (3) transmit within 30 days after the
		  filing thereof with the Trustee, in the manner and to the extent provided in
		  Section 313(c) of the Trust Indenture Act, such summaries of any information,
		  documents and reports required to be filed by the
		

		
		   
		

		
		   
		

		
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		   Company pursuant to paragraphs (1) and
		  (2) of this Section as may be required by rules and regulations prescribed from
		  time to time by the Commission.
		

		
		  ARTICLE VIII.
		

		
		  CONSOLIDATION, AMALGAMATIONS, MERGER AND
		  SALES
		

		
		  Section 8.1. Company May Consolidate, Etc., Only on Certain
		  Terms.
		

		
		  The Company shall not consolidate or
		  amalgamate with or merge into any other Person (whether or not affiliated with
		  the Company), or convey, transfer or lease its properties and assets as an
		  entirety or substantially as an entirety to any other Person (whether or not
		  affiliated with the Company), and the Company shall not permit any other Person
		  (whether or not affiliated with the Company) to consolidate or amalgamate with
		  or merge into the Company or convey, transfer or lease its properties and
		  assets as an entirety or substantially as an entirety to the Company;
		  unless:
		

		
		  (1) in case the Company shall consolidate
		  or amalgamate with or merge into another Person or convey, transfer or lease
		  its properties and assets as an entirety or substantially as an entirety to any
		  Person, the Person formed by such consolidation or amalgamation or into which
		  the Company is merged or the Person which acquires by conveyance or transfer,
		  or which leases, the properties and assets of the Company as an entirety or
		  substantially as an entirety shall be a Corporation organized and existing
		  under the laws of the United States of America or any state thereof or the
		  District of Columbia, Bermuda, or any other country which is on the date of
		  this Indenture a member of the Organization for Economic Co-operation and
		  Development, and shall expressly assume, by an indenture (or indentures, if at
		  such time there is more than one Trustee) supplemental hereto, executed by the
		  successor Person and delivered to the Trustee the due and punctual payment of
		  the principal of, any premium and interest (including any Additional Interest)
		  on and any Additional Amounts with respect to all the Securities and the
		  performance of every obligation in this Indenture and the Outstanding
		  Securities on the part of the Company to be performed or observed and shall
		  provide for conversion or exchange rights in accordance with the provisions of
		  the Securities of any series that are convertible or exchangeable into Common
		  Stock or other securities;
		

		
		  (2) immediately after giving effect to
		  such transaction, no Event of Default or event which, after notice or lapse of
		  time, or both, would become an Event of Default, shall have occurred and be
		  continuing;
		

		
		  (3) in the case of the Securities of a
		  series issued to a RenaissanceRe Trust, such transaction is permitted under the
		  related Trust Agreement and does not give rise to any breach or violation of
		  such Trust Agreement; and
		

		
		  (4) either the Company or the successor
		  Person shall have delivered to the Trustee an Officers’ Certificate and an
		  Opinion of Counsel, each stating that such consolidation, merger, conveyance,
		  transfer or lease and, if a supplemental indenture is required in connection
		  with such transaction, such supplemental indenture comply with 
		

		
		   
		

		
		   
		

		
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		  this Article and that all conditions
		  precedent herein provided for relating to such transaction have been complied
		  with.
		

		
		  Section 8.2. Successor Person Substituted for Company.
		

		
		  Upon any consolidation or amalgamation by
		  the Company with or merger of the Company into any other Person or any
		  conveyance, transfer or lease of the properties and assets of the Company
		  substantially as an entirety to any Person in accordance with Section 8.1, the
		  successor Person formed by such consolidation or amalgamation or into which the
		  Company is merged or to which such conveyance, transfer or lease is made shall
		  succeed to, and be substituted for, and may exercise every right and power of,
		  the Company under this Indenture with the same effect as if such successor
		  Person had been named as the Company herein; and thereafter, except in the case
		  of a lease, the predecessor Person shall be released from all obligations and
		  covenants under this Indenture, the Securities and the Coupons. 
		

		
		  ARTICLE IX.
		

		
		  SUPPLEMENTAL INDENTURES
		

		
		  Section 9.1. Supplemental Indentures without Consent of
		  Holders.
		

		
		  Without the consent of any Holders of
		  Securities or Coupons, the Company (when authorized by or pursuant to a Board
		  Resolution) and the Trustee, at any time and from time to time, may enter into
		  one or more indentures supplemental hereto, for any of the following
		  purposes:
		

		
		  (1) to evidence the succession of another
		  Person to the Company, and the assumption by any such successor of the
		  covenants of the Company contained herein and in the Securities; or
		

		
		  (2) to add to the covenants of the Company
		  for the benefit of the Holders of all or any series of Securities (as shall be
		  specified in such supplemental indenture or indentures) or to surrender any
		  right or power herein conferred upon the Company; or
		

		
		  (3) to add to or change any of the
		  provisions of this Indenture to provide that Bearer Securities may be
		  registrable as to principal, to change or eliminate any restrictions on the
		  payment of principal of, any premium or interest (including any Additional
		  Interest) on or any Additional Amounts with respect to Securities, to permit
		  Bearer Securities to be issued in exchange for Registered Securities, to permit
		  Bearer Securities to be exchanged for Bearer Securities of other authorized
		  denominations or to permit or facilitate the issuance of Securities in
		  uncertificated form, provided any such action shall not adversely affect the
		  interests of the Holders of Outstanding Securities of any series or any Coupons
		  appertaining thereto in any material respect; or
		

		
		  (4) to establish the forms or terms of
		  Securities of any series and any Coupons appertaining thereto as permitted by
		  Sections 2.1 and 3.1; or 
		

		
		   
		

		
		   
		

		
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		  (5) to evidence and provide for the
		  acceptance of appointment hereunder by a successor Trustee with respect to the
		  Securities of one or more series and to add to or change any of the provisions
		  of this Indenture as shall be necessary to provide for or facilitate the
		  administration of the trusts hereunder by more than one Trustee, pursuant to
		  the requirements of Section 6.9; or
		

		
		  (6) to cure any ambiguity or to correct or
		  supplement any provision herein which may be defective or inconsistent with any
		  other provision herein, or to make any other provisions with respect to matters
		  or questions arising under this Indenture which shall not adversely affect the
		  interests of the Holders of Securities of any series then Outstanding or any
		  Coupons appertaining thereto or, in the case of Securities of a series issued
		  to a RenaissanceRe Trust and for so long as any of the Preferred Securities
		  issued by such RenaissanceRe Trust shall remain outstanding, the holders of
		  such Preferred Securities, in any material respect; or
		

		
		  (7) to add to, delete from or revise the
		  conditions, limitations and restrictions on the authorized amount, terms or
		  purposes of issue, authentication and delivery of Securities, as herein set
		  forth; or
		

		
		  (8) to add any additional Events of
		  Default with respect to all or any series of Securities (as shall be specified
		  in such supplemental indenture); or
		

		
		  (9) to supplement any of the provisions of
		  this Indenture to such extent as shall be necessary to permit or facilitate the
		  defeasance and discharge of any series of Securities pursuant to Article 4,
		  provided that any such action shall not adversely affect the interests of any
		  Holder of an Outstanding Security of such series and any Coupons appertaining
		  thereto or any other Outstanding Security or Coupon or, in the case of
		  Securities of a series issued to a RenaissanceRe Trust and for so long as any
		  of the Preferred Securities issued by such RenaissanceRe Trust shall remain
		  outstanding, the holders of such Preferred Securities, in any material respect;
		  or
		

		
		  (10) to secure the Securities; or
		

		
		  (11) to make provisions with respect to
		  conversion or exchange rights of Holders of Securities of any series; or

		

		
		  (12) to amend or supplement any provision
		  contained herein or in any supplemental indenture, provided that no such
		  amendment or supplement shall materially adversely affect the interests of the
		  Holders of any Securities then Outstanding.
		

		
		  Section 9.2. Supplemental Indentures with Consent of
		  Holders.
		

		
		  With the consent of the Holders of not
		  less than a majority in principal amount of the Outstanding Securities of each
		  series affected by such supplemental indenture (and, in the case of any series
		  of Securities held as assets of a RenaissanceRe Trust, such consent of holders
		  of the Preferred Securities and the Common Securities of such RenaissanceRe
		  Trust as may be required under the Trust Agreement of such RenaissanceRe
		  Trust), by Act of said Holders delivered to the Company and the Trustee, the
		  Company (when authorized by or pursuant to a 
		

		
		   
		

		
		   
		

		
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		  Company’s Board Resolution) and the
		  Trustee may enter into an indenture or indentures supplemental hereto for the
		  purpose of adding any provisions to or changing in any manner or eliminating
		  any of the provisions of this Indenture or of modifying in any manner the
		  rights of the Holders of Securities of such series under this Indenture or of
		  the Securities of such series; provided, however, that no such supplemental
		  indenture, without the consent of the Holder of each Outstanding Security
		  affected thereby, shall
		

		
		  (1) change the Stated Maturity of the
		  principal of, or any premium or installment of interest (including any
		  Additional Interest) on or any Additional Amounts with respect to, any
		  Security, or reduce the principal amount thereof (or modify the calculation of
		  such principal amount) or the rate (or modify the calculation of such rate) of
		  interest (including any Additional Interest) thereon or any Additional Amounts
		  with respect thereto, or any premium payable upon the redemption thereof or
		  otherwise, or change the obligation of the Company to pay Additional Amounts
		  pursuant to the terms hereof (except as contemplated by Section 8.1(1) and
		  permitted by Section 9.1(1)), or change the redemption provisions or adversely
		  affect the right of repayment at the option of any Holder as contemplated by
		  Article 13, or change the Place of Payment, Currency in which the principal of,
		  any premium or interest (including any Additional Interest) on, or any
		  Additional Amounts with respect to any Security is payable, or impair the right
		  to institute suit for the enforcement of any such payment on or after the
		  Stated Maturity thereof (or, in the case of redemption, on or after the
		  Redemption Date or, in the case of repayment at the option of the Holder, on or
		  after the date for repayment), or
		

		
		  (2) reduce the percentage in principal
		  amount of the Outstanding Securities of any series, the consent of whose
		  Holders is required for any such supplemental indenture, or the consent of
		  whose Holders is required for any waiver (of compliance with certain provisions
		  of this Indenture or certain defaults hereunder and their consequences)
		  provided for in this Indenture, or reduce the requirements of Section 15.4 for
		  quorum or voting, or
		

		
		  (3) modify any of the provisions of this
		  Indenture relating to the subordination of the Securities in respect thereof in
		  a manner adverse to Holders of Securities, or
		

		
		  (4) modify any of the provisions of this
		  Section, Section 5.13 or Section 10.6, except to increase any such percentage
		  or to provide that certain other provisions of this Indenture cannot be
		  modified or waived without the consent of the Holder of each Outstanding
		  Security affected thereby, or
		

		
		  (5) make any change that adversely affects
		  the right to convert or exchange any Security into or for securities of the
		  Company or other securities (whether or not issued by the Company), cash or
		  property in accordance with its terms, 
		

		
		  provided, however, that, in the case of
		  the Securities of a series issued to a RenaissanceRe Trust, so long as any of
		  the Preferred Securities of such RenaissanceRe Trust remain outstanding, no
		  such amendment shall be made that adversely affects the holders of such
		  Preferred Securities, and no termination of this Indenture shall occur, and no
		  waiver of any Event 
		

		
		   
		

		
		   
		

		
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		  of Default or compliance with any covenant
		  under this Indenture shall be effective in respect of such Preferred
		  Securities, without the prior consent of the holders of at least a majority of
		  the liquidation amount of such Preferred Securities then outstanding unless and
		  until the principal of, any premium or, subject to Section 3.7, interest
		  (including any Additional Interest) on, and any Additional Amounts with respect
		  to, the Securities of such series have been paid in full; and provided further
		  that in the case of the Securities of a series issued to a RenaissanceRe Trust,
		  so long as any of the Preferred Securities of such RenaissanceRe Trust remain
		  outstanding, no amendment shall be made to Section 5.8 of this Indenture
		  without the prior consent of the holder of each Preferred Security then
		  outstanding unless and until the principal of, any premium or, subject to
		  Section 3.7, interest (including any Additional Interest) on, and any
		  Additional Amounts with respect to, the Securities of such series have been
		  paid in full.
		

		
		  A supplemental indenture which changes or
		  eliminates any covenant or other provision of this Indenture which shall have
		  been included expressly and solely for the benefit of one or more particular
		  series of Securities, or which modifies the rights of the Holders of Securities
		  of such series with respect to such covenant or other provision, shall be
		  deemed not to affect the rights under this Indenture of the Holders of
		  Securities of any other series.
		

		
		  It shall not be necessary for any Act of
		  Holders of Securities or holders of Preferred Securities under this Section to
		  approve the particular form of any proposed supplemental indenture, but it
		  shall be sufficient if such Act shall approve the substance thereof.
		

		
		  Section 9.3. Execution of Supplemental Indentures.
		

		
		  As a condition to executing, or accepting
		  the additional trusts created by, any supplemental indenture permitted by this
		  Article or the modifications thereby of the trust created by this Indenture,
		  the Trustee shall be entitled to receive, and (subject to Section 315 of the
		  Trust Indenture Act) shall be fully protected in relying upon, an Opinion of
		  Counsel stating that the execution of such supplemental indenture is authorized
		  or permitted by this Indenture and an Officers’ Certificate stating that
		  all conditions precedent to the execution of such supplemental indenture have
		  been fulfilled. The Trustee may, but shall not be obligated to, enter into any
		  such supplemental indenture which affects the Trustee’s own rights, duties
		  or immunities under this Indenture or otherwise.
		

		
		  Section 9.4. Effect of Supplemental Indentures.
		

		
		  Upon the execution of any supplemental
		  indenture under this Article, this Indenture shall be modified in accordance
		  therewith, and such supplemental indenture shall form a part of this Indenture
		  for all purposes; and every Holder of a Security theretofore or thereafter
		  authenticated and delivered hereunder and of any Coupon appertaining thereto
		  and every holder of a Preferred Security shall be bound thereby.
		

		
		  Section 9.5. Reference in Securities to Supplemental
		  Indentures.
		

		
		  Securities of any series authenticated and
		  delivered after the execution of any supplemental indenture pursuant to this
		  Article may, and shall if required by the Trustee, bear a notation in form
		  approved by the Trustee as to any matter provided for in such supplemental
		  indenture. If the Company shall so determine, new Securities of any series so
		  modified as to 
		

		
		   
		

		
		   
		

		
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		  conform, in the opinion of the Trustee and
		  the Company, to any such supplemental indenture may be prepared and executed by
		  the Company and authenticated and delivered by the Trustee in exchange for
		  Outstanding Securities of such series.
		

		
		  Section 9.6. Conformity with Trust Indenture Act.
		

		
		  Every supplemental indenture executed
		  pursuant to this Article shall conform to the requirements of the Trust
		  Indenture Act as then in effect.
		

		
		  Section 9.7. Effect on Company Senior Indebtedness.
		

		
		  No supplemental indenture shall directly
		  or indirectly modify or eliminate the provisions of Article 16 or Article 18,
		  as the case may be, in any manner which might terminate or impair the
		  subordination of the Securities of any series to Company Senior Indebtedness
		  with respect to such series without the prior written consent of the holders of
		  such Company Senior Indebtedness.
		

		
		  Section 9.8. Notice of Supplemental Indenture.
		

		
		  Promptly after the execution by the
		  Company and the Trustee of any supplemental indenture pursuant to Section 9.2,
		  the Company shall transmit to the Holders of Outstanding Securities of any
		  series affected thereby a notice setting forth the substance of such
		  supplemental indenture.
		

		
		  ARTICLE X.
		

		
		  COVENANTS
		

		
		  Section 10.1. Payment of Principal, any Premium, Interest and
		  Additional Amounts.
		

		
		  The Company covenants and agrees for the
		  benefit of the Holders of the Securities of each series that it will duly and
		  punctually pay the principal of, any premium and interest (including any
		  Additional Interest) on and any Additional Amounts with respect to the
		  Securities of such series in accordance with the terms thereof, any Coupons
		  appertaining thereto and this Indenture. Any interest due on any Bearer
		  Security on or before the Maturity thereof, and any Additional Amounts payable
		  with respect to such interest, shall be payable only upon presentation and
		  surrender of the Coupons appertaining thereto for such interest as they
		  severally mature. 
		

		
		  Section 10.2. Maintenance of Office or Agency. 
		

		
		  The Company shall maintain in each Place
		  of Payment for any series of Securities an Office or Agency where Securities of
		  such series (but not Bearer Securities, except as otherwise provided below,
		  unless such Place of Payment is located outside the United States) may be
		  presented or surrendered for payment, where Securities of such series may be
		  surrendered for registration of transfer or exchange, where Securities of such
		  series that are convertible or exchangeable may be surrendered for conversion
		  or exchange, and where notices 
		

		
		   
		

		
		   
		

		
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		  and demands to or upon the Company in
		  respect of the Securities of such series relating thereto and this Indenture
		  may be served. If Securities of a series are issuable as Bearer Securities, the
		  Company except as otherwise permitted or required in or pursuant to this
		  Indenture or the related Series Authorization shall maintain, subject to any
		  laws or regulations applicable thereto, an Office or Agency in a Place of
		  Payment for such series which is located outside the United States where
		  Securities of such series and any Coupons appertaining thereto may be presented
		  and surrendered for payment; provided, however, that if the Securities of such
		  series are listed on The International Stock Exchange of the United Kingdom and
		  the Republic of Ireland or the Luxembourg Stock Exchange or any other stock
		  exchange located outside the United States and such stock exchange shall so
		  require, the Company shall maintain a Paying Agent in London, Luxembourg or any
		  other required city located outside the United States, as the case may be, so
		  long as the Securities of such series are listed on such exchange. The Company
		  will give prompt written notice to the Trustee of the location, and any change
		  in the location, of such Office or Agency. If at any time the Company shall
		  fail to maintain any such required Office or Agency or shall fail to furnish
		  the Trustee with the address thereof, such presentations, surrenders, notices
		  and demands may be made or served at the Corporate Trust Office of the Trustee,
		  except that Bearer Securities of such series and any Coupons appertaining
		  thereto may be presented and surrendered for payment at the place specified for
		  the purpose with respect to such Securities as provided in or pursuant to this
		  Indenture or the related Series Authorization, and the Company hereby appoints
		  the Trustee as its agent to receive all such presentations, surrenders, notices
		  and demands.
		

		
		  Except as otherwise provided in or
		  pursuant to this Indenture or the related Series Authorization, no payment of
		  principal, premium, interest or Additional Amounts with respect to Bearer
		  Securities shall be made at any Office or Agency in the United States or by
		  check mailed to any address in the United States or by wire transfer to an
		  account maintained with a bank located in the United States; provided, however,
		  if amounts owing with respect to any Bearer Securities shall be payable in
		  Dollars, payment of principal of, any premium or interest on and any Additional
		  Amounts with respect to any such Security may be made at the Corporate Trust
		  Office of the Trustee or any Office or Agency designated by the Company in the
		  Borough of Manhattan, The City of New York, if (but only if) payment of the
		  full amount of such principal, premium, interest or Additional Amounts at all
		  offices outside the United States maintained for such purpose by the Company in
		  accordance with this Indenture is illegal or effectively precluded by exchange
		  controls or other similar restrictions. 
		

		
		  The Company may also from time to time
		  designate one or more other Offices or Agencies where the Securities of one or
		  more series may be presented or surrendered for any or all such purposes and
		  may from time to time rescind such designations; provided, however, that no
		  such designation or rescission shall in any manner relieve the Company of its
		  obligation to maintain an Office or Agency in each Place of Payment for
		  Securities of any series for such purposes. The Company shall give prompt
		  written notice to the Trustee of any such designation or rescission and of any
		  change in the location of any such other Office or Agency. Unless otherwise
		  provided in or pursuant to this Indenture or the related Series Authorization,
		  the Company hereby designates as the Place of Payment for each series of
		  Securities the Borough of Manhattan, The City of New 
		

		
		   
		

		
		   
		

		
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		  York, and initially appoints the Corporate
		  Trust Office of the Trustee as the Office or Agency of the Company in the
		  Borough of Manhattan, The City of New York for such purpose. The Company may
		  subsequently appoint a different Office or Agency in the Borough of Manhattan,
		  The City of New York for the Securities of any series. 
		

		
		  Unless otherwise specified with respect to
		  any Securities pursuant to Section 3.1, if and so long as the Securities of any
		  series (i) are denominated in a Foreign Currency or (ii) may be payable in a
		  Foreign Currency, or so long as it is required under any other provision of
		  this Indenture, then the Company will maintain with respect to each such series
		  of Securities, or as so required, at least one exchange rate agent. 
		

		
		  Section 10.3. Money for Securities Payments to Be Held in
		  Trust. 
		

		
		  If the Company shall at any time act as
		  its own Paying Agent with respect to any series of Securities, it shall, on or
		  before each due date of the principal of, any premium or interest (including
		  any Additional Interest) on or Additional Amounts with respect to any of the
		  Securities of such series, segregate and hold in trust for the benefit of the
		  Persons entitled thereto a sum in the currency or currencies, currency unit or
		  units or composite currency or currencies in which the Securities of such
		  series are payable (except as otherwise specified pursuant to Section 3.1 for
		  the Securities of such series) sufficient to pay the principal or any premium,
		  interest (including any Additional Interest) or Additional Amounts so becoming
		  due until such sums shall be paid to such Persons or otherwise disposed of as
		  herein provided, and shall promptly notify the Trustee in writing of its action
		  or failure so to act. 
		

		
		  Whenever the Company shall have one or
		  more Paying Agents for any series of Securities, it shall, on or prior to each
		  due date of the principal of, any premium or interest (including any Additional
		  Interest) on or any Additional Amounts with respect to any Securities of such
		  series, deposit with any Paying Agent a sum (in the currency or currencies,
		  currency unit or units or composite currency or currencies described in the
		  preceding paragraph) sufficient to pay the principal and any premium, interest
		  (including any Additional Interest) or Additional Amounts so becoming due, such
		  sum to be held in trust for the benefit of the Persons entitled thereto, and
		  (unless such Paying Agent is the Trustee) the Company will promptly notify the
		  Trustee in writing of its action or failure so to act. 
		

		
		  The Company shall cause each Paying Agent
		  for any series of Securities other than the Trustee to execute and deliver to
		  the Trustee an instrument in which such Paying Agent shall agree with the
		  Trustee, subject to the provisions of this Section, that such Paying Agent
		  shall: 
		

		
		  (1) hold all sums held by it for the
		  payment of the principal of, any premium or interest (including any Additional
		  Interest) on or any Additional Amounts with respect to Securities of such
		  series in trust for the benefit of the Persons entitled thereto until such sums
		  shall be paid to such Persons or otherwise disposed of as provided in or
		  pursuant to this Indenture or the related Series Authorization; 
		

		
		  (2) give the Trustee notice of any default
		  by the Company (or any other obligor upon the Securities of such series) in the
		  making of any payment of principal of, any premium or interest (including any
		  Additional Interest) on or any Additional Amounts with respect to the
		  Securities of such series; and 
		

		
		   
		

		
		   
		

		
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		  (3) at any time during the continuance of
		  any such default, upon the written request of the Trustee, forthwith pay to the
		  Trustee all sums so held in trust by such Paying Agent. 
		

		
		  The Company may at any time, for the
		  purpose of obtaining the satisfaction and discharge of this Indenture or for
		  any other purpose, pay, or by Company Order direct any Paying Agent to pay, to
		  the Trustee all sums held in trust by the Company or such Paying Agent, such
		  sums to be held by the Trustee upon the same terms as those upon which such
		  sums were held by the Company or such Paying Agent; and, upon such payment by
		  any Paying Agent to the Trustee, such Paying Agent shall be released from all
		  further liability with respect to such sums. 
		

		
		  Except as otherwise provided herein or
		  pursuant hereto, any money deposited with the Trustee or any Paying Agent, or
		  then held by the Company, in trust for the payment of the principal of, any
		  premium or interest (including any Additional Interest) on or any Additional
		  Amounts with respect to any Security of any series or any Coupon appertaining
		  thereto and remaining unclaimed for two years after such principal or any such
		  premium or interest or any such Additional Amounts shall have become due and
		  payable shall be paid to the Company on Company Request, or (if then held by
		  the Company) shall be discharged from such trust; and the Holder of such
		  Security or any Coupon appertaining thereto shall thereafter, as an unsecured
		  general creditor, look only to the Company for payment thereof, and all
		  liability of the Trustee or such Paying Agent with respect to such trust money,
		  and all liability of the Company as trustee thereof, shall thereupon cease;
		  provided, however, that the Trustee or such Paying Agent, before being required
		  to make any such repayment, at the expense of the Company may cause to be
		  published once, in an Authorized Newspaper in each Place of Payment for such
		  series or to be mailed to Holders of Registered Securities of such series, or
		  both, notice that such money remains unclaimed and that, after a date specified
		  therein, which shall not be less than 30 days from the date of such publication
		  or mailing nor shall it be later than two years after such principal or any
		  premium or interest or Additional Amounts shall have become due and payable,
		  any unclaimed balance of such money then remaining will be repaid to the
		  Company. 
		

		
		  Section 10.4. 
		

		
		  (1) Additional Amounts.
		

		
		  If any Securities of a series provide for
		  the payment of Additional Amounts, the Company agrees to pay to the Holder of
		  any such Security or any Coupon appertaining thereto Additional Amounts as
		  provided in or pursuant to this Indenture or such Securities. Whenever in this
		  Indenture there is mentioned, in any context, the payment of the principal of
		  or any premium or interest on, or in respect of, any Security of any series or
		  any Coupon or the net proceeds received on the sale or exchange of any Security
		  of any series, such mention shall be deemed to include mention of the payment
		  of Additional Amounts provided by the terms of such series established hereby
		  or pursuant hereto to the extent that, in such context, Additional Amounts are,
		  were or would be payable in respect thereof pursuant to such terms, and express
		  mention of the payment of Additional Amounts (if applicable) in any provision
		  hereof shall not be construed as excluding Additional Amounts in those
		  provisions hereof where such express mention is not made.
		

		
		   
		

		
		   
		

		
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		  Except as otherwise provided in or
		  pursuant to this Indenture or the Securities of the applicable series, if the
		  Securities of a series provide for the payment of Additional Amounts, at least
		  10 days prior to the first Interest Payment Date with respect to such series of
		  Securities (or if the Securities of such series shall not bear interest prior
		  to Maturity, the first day on which a payment of principal is made), and at
		  least 10 days prior to each date of payment of principal or interest if there
		  has been any change with respect to the matters set forth in the
		  below-mentioned Officers’ Certificate, the Company shall furnish to the
		  Trustee and the principal Paying Agent or Paying Agents, if other than the
		  Trustee, an Officers’ Certificate instructing the Trustee and such Paying
		  Agent or Paying Agents whether such payment of principal of and premium, if
		  any, or interest on the Securities of such series shall be made to Holders of
		  Securities of such series or the Coupons appertaining thereto who are United
		  States Aliens without withholding for or on account of any tax, assessment or
		  other governmental charge described in the Securities of such series. If any
		  such withholding shall be required, then such Officers’ Certificate shall
		  specify by country the amount, if any, required to be withheld on such payments
		  to such Holders of Securities or Coupons, and the Company agrees to pay to the
		  Trustee or such Paying Agent the Additional Amounts required by the terms of
		  such Securities. The Company covenants to indemnify the Trustee and any Paying
		  Agent for, and to hold them harmless against, any loss, liability or expense
		  reasonably incurred without negligence or bad faith on their part arising out
		  of or in connection with actions taken or omitted by any of them in reliance on
		  any Officers’ Certificate furnished pursuant to this Section 10.4. 

		

		
		  (2) Net Payments.
		

		
		  Whenever in this Indenture there is
		  mentioned, in any context, the payment of the principal of or any premium,
		  interest or any other amounts on, or in respect of, any Security of any series
		  or any Coupon or the net proceeds received on the sale or exchange of any
		  Security of any series, such mention shall be deemed to include mention of the
		  payment of Additional Amounts provided by the terms of such series established
		  hereby or pursuant hereto to the extent that, in such context, Additional
		  Amounts are, were or would be payable in respect thereof pursuant to such
		  terms, and express mention of the payment of Additional Amounts (if applicable)
		  in any provision hereof shall not be construed as excluding the payment of
		  Additional Amounts in those provisions hereof where such express mention is not
		  made.
		

		
		  Section 10.5. Corporate Existence. 
		

		
		  Subject to Article 8, the Company shall do
		  or cause to be done all things necessary to preserve and keep in full force and
		  effect its corporate existence and rights (charter and statutory) and
		  franchises; provided, however, that the foregoing shall not obligate the
		  Company to preserve any such right or franchise if the Company shall determine
		  that the preservation thereof is no longer desirable in the conduct of its
		  business and that the loss thereof is not disadvantageous in any material
		  respect to any Holder.
		

		
		  Section 10.6. Waiver of Certain Covenants. 
		

		
		  The Company may omit in any particular
		  instance to comply with any term, provision or condition set forth in Section
		  10.5 with respect to the Securities of any series if before the time for such
		  compliance the Holders of at least a majority in principal amount of the
		  
		

		
		   
		

		
		   
		

		
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		  Outstanding Securities of such series, by
		  Act of such Holders, either shall waive such compliance in such instance or
		  generally shall have waived compliance with such term, provision or condition,
		  but no such waiver shall extend to or affect such term, provision or condition
		  except to the extent so expressly waived, and, until such waiver shall become
		  effective, the obligations of the Company and the duties of the Trustee in
		  respect of any such term, provision or condition shall remain in full force and
		  effect. 
		

		
		  Section 10.7. Company Statement as to Compliance; Notice of Certain
		  Defaults. 
		

		
		  (1) The Company shall deliver to the
		  Trustee, within 120 days after the end of each fiscal year, a written statement
		  (which need not be contained in or accompanied by an Officers’
		  Certificate) signed by the principal executive officer, the principal financial
		  officer or the principal accounting officer of the Company, stating that

		

		
		  (a) a review of the activities of the
		  Company during such year and of its performance under this Indenture has been
		  made under his or her supervision, and 
		

		
		  (b) to the best of his or her knowledge,
		  based on such review, (a) the Company has complied with all the conditions and
		  covenants imposed on it under this Indenture throughout such year, or, if there
		  has been a default in the fulfillment of any such condition or covenant,
		  specifying each such default known to him or her and the nature and status
		  thereof, and (b) no event has occurred and is continuing which is, or after
		  notice or lapse of time or both would become, an Event of Default, or, if such
		  an event has occurred and is continuing, specifying each such event known to
		  him and the nature and status thereof. 
		

		
		  (2) The Company shall deliver to the
		  Trustee, within five days after the occurrence thereof, written notice of any
		  Event of Default or any event which after notice or lapse of time or both would
		  become an Event of Default pursuant to clause (4) or (5) of Section 5.1.
		  
		

		
		  (3) The Trustee shall have no duty to
		  monitor the Company’s compliance with the covenants contained in this
		  Article 10 other than as specifically set forth in this Section 10.7. 
		

		
		  Section 10.8. [RESERVED] 
		

		
		  Section 10.9. Additional Sums.
		

		
		  In the case of Securities of a series
		  issued to a RenaissanceRe Trust, except as otherwise specified as contemplated
		  by Section 3.1, in the event that (i) such RenaissanceRe Trust is the Holder of
		  all of the Outstanding Securities of such series, (ii) a Tax Event in respect
		  of such RenaissanceRe Trust shall have occurred and be continuing and (iii) the
		  Company shall not have (i) redeemed the Securities of such series pursuant to
		  Section 11.8 or (ii) terminated such RenaissanceRe Trust pursuant to Section
		  9.2(b) of the related Trust Agreement, the Company shall pay to such
		  RenaissanceRe Trust (and its permitted successors or assigns under 
		

		
		   
		

		
		   
		

		
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		  the related Trust Agreement), for so long
		  as such RenaissanceRe Trust (or its permitted successor or assignee) is the
		  registered holder of any Securities of such series, such additional amounts as
		  may be necessary in order that the amount of Distributions then due and payable
		  by such RenaissanceRe Trust on the related Preferred Securities and Common
		  Securities that at any time remain outstanding in accordance with the terms
		  thereof shall not be reduced as a result of any Additional Taxes (the
		  “Additional Sums”). Whenever in this Indenture there is mentioned,
		  in any context, the payment of the principal of or any premium or interest on,
		  or in respect of, any Security of any series or any Coupon or the net proceeds
		  received on the sale or exchange of any Security of any series, such mention
		  shall be deemed to include mention of the payment of Additional Sums provided
		  by the terms of such series established hereby or pursuant hereto to the extent
		  that, in such context, Additional Sums are, were or would be payable in respect
		  thereof pursuant to such terms, and express mention of the payment of
		  Additional Sums (if applicable) in any provision hereof shall not be construed
		  as excluding Additional Sums in those provisions hereof where such express
		  mention is not made, provided, however, that the extension of an interest
		  payment period pursuant to Section 3.11 or the terms of the applicable
		  Securities shall not extend the payment of any Additional Sums that may be due
		  and payable during such interest payment period. 
		

		
		  Section 10.10. Prohibition Against Dividends, etc.
		

		
		  Except as otherwise specified as
		  contemplated by Section 3.1, the Company covenants and agrees with each Holder
		  of Securities of a series issued to a RenaissanceRe Trust that it will not, and
		  will not permit any of its Subsidiaries to, (a) declare or pay any dividends or
		  distributions on, or redeem, purchase, acquire or make a liquidation payment
		  with respect to, any of the outstanding capital stock of the Company or (b)
		  make any payment of principal of, interest or premium, if any, on or repay,
		  repurchase or redeem any debt security of the Company that ranks junior in
		  interest to the Securities of such series or make any guarantee payments with
		  respect to any guarantee by the Company of the debt securities of any
		  Subsidiary of the Company if such guarantee ranks junior in interest to the
		  Securities of such series (other than (i) dividends or distributions in
		  Common Stock of the Company, (ii) redemptions or purchases of any rights
		  outstanding under a shareholder rights plan of the Company or the declaration
		  of a dividend of such rights or the issuance of stock under such plans in the
		  future, (iii) payments under any Preferred Securities Guarantee, and (iv)
		  purchases of Common Stock related to the issuance of Common Stock under any
		  benefit plans of the Company for its directors, officers or employees) if at
		  such time (1) there shall have occurred any event of which the Company has
		  actual knowledge that (A) with the giving of notice or the lapse of time or
		  both, would constitute an Event of Default hereunder and (B) in respect of
		  which the Company shall not have taken reasonable steps to cure, or (2) the
		  Company shall have given notice of its election to begin an Extension Period as
		  provided herein with respect to the Securities of such series and shall not
		  have rescinded such notice, or such Extension Period, or any extension thereof,
		  shall be continuing. 
		

		
		  Section 10.11. Payment of Expenses of Each RenaissanceRe
		  Trust.
		

		
		  The Company covenants for the benefit of
		  the Holders of each series of Securities to pay or cause to be paid all of the
		  obligations, costs and expenses of each RenaissanceRe Trust (other than
		  payments in respect of Trust Securities) in accordance with the provisions of
		  its Trust 
		

		
		   
		

		
		   
		

		
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		  Agreement and to pay the taxes of such
		  RenaissanceRe Trust in accordance with the provisions of its Trust Agreement in
		  order to permit such RenaissanceRe Trust to make distributions on and
		  redemptions of its Preferred Securities in accordance with such Trust
		  Agreement. 
		

		
		  Section 10.12. Ownership of Common Securities.
		

		
		  The Company covenants, as to each series
		  of Securities issued to a RenaissanceRe Trust in connection with the issuance
		  of Preferred Securities and Common Securities by that RenaissanceRe Trust, (a)
		  to maintain directly or indirectly 100% ownership of the Common Securities of
		  such RenaissanceRe Trust; provided, however, that any permitted successor of
		  the Company hereunder may succeed to the Company’s ownership of such
		  Common Securities, (b) not to voluntarily dissolve, wind-up or liquidate
		  such RenaissanceRe Trust, except in connection with (i) a distribution of the
		  Securities of such series to the holders of Preferred Securities and Common
		  Securities in liquidation of such RenaissanceRe Trust, (ii) the redemption of
		  all of the Preferred Securities and Common Securities of such RenaissanceRe
		  Trust or (iii) certain mergers, consolidations or amalgamations, each as
		  permitted by the Trust Agreement of such RenaissanceRe Trust and (c) to use its
		  reasonable efforts, consistent with the terms and provisions of the related
		  Trust Agreement, to cause such RenaissanceRe Trust to remain classified as a
		  grantor trust and not an association taxable as a corporation for United States
		  federal income tax purposes.
		

		
		  Section 10.13. Calculation of Original Issue Discount.
		

		
		  The Company shall file with the Trustee
		  promptly at the end of each calendar year (i) a written notice specifying the
		  amount of original issue discount (including daily rates and accrual periods)
		  accrued on any Outstanding Original Issue Discount Securities as of the end of
		  such year and (ii) such other specific information relating to such original
		  issue discount as may then be relevant under the Code, as amended from time to
		  time.
		

		
		  ARTICLE XI.
		

		
		  REDEMPTION OF SECURITIES
		

		
		  Section 11.1. Applicability of Article.
		

		
		  Redemption of Securities of any series as
		  permitted or required by the terms of such Securities shall be made in
		  accordance with the terms of such Securities and (except as otherwise provided
		  herein or pursuant hereto) this Article. 
		

		
		  Section 11.2. Election to Redeem; Notice to Trustee.
		

		
		  The election of the Company to redeem any
		  Securities shall be evidenced by or pursuant to a Board Resolution. In case of
		  any redemption at the election of the Company of (a) less than all of the
		  Securities of any series or (b) all of the Securities of any series, with the
		  same issue date, interest rate or formula, Stated Maturity and other terms, the
		  Company shall, at least 45 days prior to the Redemption Date fixed by the
		  Company (unless a shorter notice shall be satisfactory to the Trustee), notify
		  the Trustee in writing of such Redemption Date and of the principal amount of
		  Securities of such series to be redeemed. If the Securities of a series are
		  held 
		

		
		   
		

		
		   
		

		
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		  by a RenaissanceRe Trust, the Company
		  shall also deliver a copy of such notice to the Property Trustee of such
		  RenaissanceRe Trust. 
		

		
		  Section 11.3. Selection by Trustee of Securities to be
		  Redeemed.
		

		
		  If less than all of the Securities of any
		  series with the same issue date, interest rate or formula, Stated Maturity and
		  other terms are to be redeemed, the particular Securities to be redeemed shall
		  be selected not more than 45 days prior to the Redemption Date by the Trustee
		  from the Outstanding Securities of such series not previously called for
		  redemption, by such method as the Trustee shall deem fair and appropriate and
		  which may provide for the selection for redemption of portions of the principal
		  amount of Registered Securities of such series; provided, however, that no such
		  partial redemption shall reduce the portion of the principal amount of a
		  Registered Security of such series not redeemed to less than the minimum
		  denomination for a Security of such series established herein or pursuant
		  hereto. 
		

		
		  The Trustee shall promptly notify the
		  Company and the Security Registrar (if other than itself) in writing of the
		  Securities selected for redemption and, in the case of any Securities selected
		  for partial redemption, the principal amount thereof to be redeemed. 
		

		
		  For all purposes of this Indenture, unless
		  the context otherwise requires, all provisions relating to the redemption of
		  Securities shall relate, in the case of any Securities redeemed or to be
		  redeemed only in part, to the portion of the principal of such Securities which
		  has been or is to be redeemed. 
		

		
		  Unless otherwise specified in or pursuant
		  to this Indenture or the related Series Authorization of any series, if any
		  Security selected for partial redemption is converted into other securities of
		  the Company or exchanged for securities of another issuer in part before
		  termination of the conversion or exchange right with respect to the portion of
		  the Security so selected, the converted portion of such Security shall be
		  deemed (so far as may be) to be the portion selected for redemption. Securities
		  which have been converted or exchanged during a selection of Securities to be
		  redeemed shall be treated by the Trustee as Outstanding for the purpose of such
		  selection. 
		

		
		  Section 11.4. Notice of Redemption.
		

		
		  Notice of redemption shall be given in the
		  manner provided in Section 1.6, not less than 30 nor more than 60 days prior to
		  the Redemption Date, unless a shorter period is specified in the Securities to
		  be redeemed, to the Holders of Securities to be redeemed. Failure to give
		  notice by mailing in the manner herein provided to the Holder of any Registered
		  Securities designated for redemption as a whole or in part, or any defect in
		  the notice to any such Holder, shall not affect the validity of the proceedings
		  for the redemption of any other Securities or portion thereof. 
		

		
		  Any notice that is mailed to the Holder of
		  any Registered Securities in the manner herein provided shall be conclusively
		  presumed to have been duly given, whether or not such Holder receives the
		  notice. 
		

		
		  All notices of redemption shall
		  state:
		

		
		   
		

		
		   
		

		
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		  (1) the Redemption Date, and if such
		  redemption date is conditional, a description of the event upon which it is
		  conditioned,
		

		
		  (2) the Redemption Price,
		

		
		  (3) if less than all Outstanding
		  Securities of any series are to be redeemed, the identification (and, in the
		  case of partial redemption, the principal amount) of the particular Security or
		  Securities to be redeemed, 
		

		
		  (4) in case any Security is to be redeemed
		  in part only, the notice which relates to such Security shall state that on and
		  after the Redemption Date, upon surrender of such Security, the Holder of such
		  Security will receive, without charge, a new Security or Securities of
		  authorized denominations for the principal amount thereof remaining unredeemed,
		  
		

		
		  (5) that, on the Redemption Date, the
		  Redemption Price shall become due and payable upon each such Security or
		  portion thereof to be redeemed, in the case of a Registered Security, together
		  with any accrued interest and Additional Amounts pertaining thereto, and that
		  unless the Company shall default in the payment of the Redemption Price and
		  other amounts then due, interest thereon, if applicable, shall cease to accrue
		  on and after said date,
		

		
		  (6) the place or places where such
		  Securities, together (in the case of Bearer Securities) with all Coupons
		  appertaining thereto, if any, maturing on or after the Redemption Date, are to
		  be surrendered for payment of the Redemption Price and any accrued interest and
		  Additional Amounts pertaining thereto, 
		

		
		  (7) that the redemption is for a sinking
		  fund, if such is the case, 
		

		
		  (8) that, unless otherwise specified in
		  such notice, Bearer Securities of any series, if any, surrendered for
		  redemption must be accompanied by all Coupons maturing subsequent to the date
		  fixed for redemption or the amount of any such missing Coupon or Coupons will
		  be deducted from the Redemption Price, unless security or indemnity
		  satisfactory to the Company, the Trustee and any Paying Agent is furnished,
		  
		

		
		  (9) if Bearer Securities of any series are
		  to be redeemed and no Registered Securities of such series are to be redeemed,
		  and if such Bearer Securities may be exchanged for Registered Securities not
		  subject to redemption on the Redemption Date pursuant to Section 3.5 or
		  otherwise, the last date, as determined by the Company, on which such exchanges
		  may be made, 
		

		
		  (10) in the case of Securities of any
		  series that are convertible into Common Stock of the Company or exchangeable
		  for other securities, the conversion or exchange price or rate, the date or
		  dates on which the right to convert or exchange the principal of the Securities
		  of such series to be redeemed will commence or terminate and the place or
		  places where such Securities may be surrendered for conversion or exchange, and
		  
		

		
		   
		

		
		   
		

		
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		  (11) the CUSIP number or the Euroclear or
		  the Clearstream reference numbers of such Securities, if any (or any other
		  numbers used by a Depository to identify such Securities). 
		

		
		  A notice of redemption published as
		  contemplated by Section 1.6 need not identify particular Registered Securities
		  to be redeemed.
		

		
		  Notice of redemption of Securities shall
		  be given by the Company or, at the Company’s request, by the Trustee in
		  the name and at the expense of the Company.
		

		
		  Section 11.5. Deposit of Redemption Price.
		

		
		  On or prior to any Redemption Date, the
		  Company shall deposit, with respect to the Securities of any series called for
		  redemption, with the Trustee or with a Paying Agent (or, if the Company is
		  acting as its own Paying Agent, segregate and hold in trust as provided in
		  Section 10.3) an amount of money in the applicable Currency sufficient to pay
		  the Redemption Price of, and (except if the Redemption Date shall be an
		  Interest Payment Date, unless otherwise specified pursuant to Section 3.1 or in
		  the Securities of such series) any accrued interest (including any Additional
		  Interest) on and Additional Amounts with respect thereto, all such Securities
		  or portions thereof which are to be redeemed on that date. 
		

		
		  Section 11.6. Securities Payable on Redemption Date.
		

		
		  Notice of redemption having been given as
		  aforesaid, the Securities so to be redeemed shall, become due and payable on
		  the Redemption Date, at the Redemption Price therein specified, and from and
		  after such date (unless the Company shall default in the payment of the
		  Redemption Price and any accrued interest or Additional Amounts) such
		  Securities shall cease to bear interest and the Coupons for such interest
		  appertaining to any Bearer Securities so to be redeemed, except to the extent
		  provided below, shall be void. Upon surrender of any such Security for
		  redemption in accordance with said notice, together with all Coupons, if any,
		  appertaining thereto maturing after the Redemption Date, such Security shall be
		  paid by the Company at the Redemption Price, together with any accrued interest
		  and Additional Amounts to the Redemption Date; provided, however, that, except
		  as otherwise provided in or pursuant to the related Series Authorization and
		  the Coupons, installments of interest on Bearer Securities whose Stated
		  Maturity is on or prior to the Redemption Date shall be payable only upon
		  presentation and surrender of Coupons for such interest (at an Office or Agency
		  located outside the United States except as otherwise provided in Section
		  10.2), and provided, further, that, except as otherwise specified in or
		  pursuant to the related Series Authorization, installments of interest on
		  Registered Securities whose Stated Maturity is on or prior to the Redemption
		  Date shall be payable to the Holders of such Securities, or one or more
		  Predecessor Securities, registered as such at the close of business on the
		  Regular Record Dates therefor according to their terms and the provisions of
		  Section 3.7 and installments of interest on Registered Securities for which the
		  Redemption Date is after a Regular Record Date and on or before the following
		  Interest Payment Date shall be payable to the Holders of such Securities, or
		  one or more Predecessor Securities, registered as such at the close of business
		  on the Regular Record Dates therefor according to their terms and the
		  provisions of Section 3.7.
		

		
		   
		

		
		   
		

		
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		  If any Bearer Security surrendered for
		  redemption shall not be accompanied by all appurtenant Coupons maturing after
		  the Redemption Date, such Security may be paid after deducting from the
		  Redemption Price an amount equal to the face amount of all such missing
		  Coupons, or the surrender of such missing Coupon or Coupons may be waived by
		  the Company and the Trustee if there be furnished to them such security or
		  indemnity as they may require to save each of them and any Paying Agent
		  harmless. If thereafter the Holder of such Security shall surrender to the
		  Trustee or any Paying Agent any such missing Coupon in respect of which a
		  deduction shall have been made from the Redemption Price, such Holder shall be
		  entitled to receive the amount so deducted; provided, however, that any
		  interest or Additional Amounts represented by Coupons shall be payable only
		  upon presentation and surrender of those Coupons at an Office or Agency for
		  such Security located outside of the United States except as otherwise provided
		  in Section 10.2. 
		

		
		  If any Security called for redemption
		  shall not be so paid upon surrender thereof for redemption, the principal and
		  any premium, until paid, shall bear interest from the Redemption Date at the
		  rate prescribed therefor in the Security. 
		

		
		  Section 11.7. Securities Redeemed in Part.
		

		
		  Any Registered Security which is to be
		  redeemed only in part shall be surrendered at any Office or Agency for such
		  Security (with, if the Company or the Trustee so requires, due endorsement by,
		  or a written instrument of transfer in form satisfactory to the Company and the
		  Trustee duly executed by, the Holder thereof or his attorney duly authorized in
		  writing) and the Company shall execute and the Trustee shall authenticate and
		  deliver to the Holder of such Security without service charge, a new Registered
		  Security or Securities of the same series, containing identical terms and
		  provisions, of any authorized denomination as requested by such Holder in
		  aggregate principal amount equal to and in exchange for the unredeemed portion
		  of the principal of the Security so surrendered. If a Security in global form
		  is so surrendered, the Company shall execute, and the Trustee shall
		  authenticate and deliver to the U.S. Depository or other Depository for such
		  Security in global form as shall be specified in the Company Order with respect
		  thereto to the Trustee, without service charge, a new Security in global form
		  in a denomination equal to and in exchange for the unredeemed portion of the
		  principal of the Security in global form so surrendered. 
		

		
		  Section 11.8. Right of Redemption of Securities Issued to a
		  RenaissanceRe Trust.
		

		
		  In the case of the Securities of a series
		  issued to a RenaissanceRe Trust, except as otherwise specified as contemplated
		  by Section 3.1, if a Special Event in respect of such RenaissanceRe Trust shall
		  occur and be continuing, the Company may, at its option, redeem the Securities
		  of such series within 90 days of the occurrence of such Special Event, in whole
		  but not in part, subject to the provisions of this Section 11.8 and the other
		  provisions of this Article 11. Unless otherwise specified in or pursuant to
		  this Indenture or the Securities of such series, the redemption price for any
		  Security so redeemed pursuant to this Section 11.8 shall be equal to 100% of
		  the principal amount of such Securities then Outstanding plus accrued and
		  unpaid interest, including any Additional Interest, to the date fixed for
		  redemption. 
		

		
		   
		

		
		   
		

		
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		  ARTICLE XII.
		

		
		  SINKING FUNDS
		

		
		  Section 12.1. Applicability of Article.
		

		
		  The provisions of this Article shall be
		  applicable to any sinking fund for the retirement of Securities of a series,
		  except as otherwise permitted or required in or pursuant to this Indenture or
		  any Security of such series issued pursuant to this Indenture or the related
		  Series Authorization. 
		

		
		  The minimum amount of any sinking fund
		  payment provided for by the terms of Securities of any series is herein
		  referred to as a “mandatory sinking fund payment,” and any
		  payment in excess of such minimum amount provided for by the terms of
		  Securities of such series is herein referred to as an “optional sinking
		  fund payment”. If provided for by the terms of Securities of any
		  series, the cash amount of any sinking fund payment may be subject to reduction
		  as provided in Section 12.2. Each sinking fund payment shall be applied to the
		  redemption of Securities of any series as provided for by the terms of
		  Securities of such series and this Indenture. 
		

		
		  Section 12.2. Satisfaction of Sinking Fund Payments with
		  Securities.
		

		
		  The Company may, in satisfaction of all or
		  any part of any sinking fund payment with respect to the Securities of any
		  series to be made pursuant to the terms of such Securities (1) deliver
		  Outstanding Securities of such series (other than any of such Securities
		  previously called for redemption or any of such Securities in respect of which
		  cash shall have been released to the Company), together in the case of any
		  Bearer Securities of such series with all unmatured Coupons appertaining
		  thereto, and (2) apply as a credit Securities of such series which have been
		  redeemed either at the election of the Company pursuant to the terms of such
		  series of Securities or through the application of permitted optional sinking
		  fund payments pursuant to the terms of such Securities, provided that such
		  series of Securities have not been previously so credited. Such Securities
		  shall be received and credited for such purpose by the Trustee at the
		  Redemption Price specified in such Securities for redemption through operation
		  of the sinking fund and the amount of such sinking fund payment shall be
		  reduced accordingly. If, as a result of the delivery or credit of Securities of
		  any series in lieu of cash payments pursuant to this Section 12.2, the
		  principal amount of Securities of such series to be redeemed in order to
		  satisfy the remaining sinking fund payment shall be less than $100,000, the
		  Trustee need not call Securities of such series for redemption, except upon
		  Company Request, and such cash payment shall be held by the Trustee or a Paying
		  Agent and applied to the next succeeding sinking fund payment, provided,
		  however, that the Trustee or such Paying Agent shall at the written request of
		  the Company from time to time pay over and deliver to the Company any cash
		  payment so being held by the Trustee or such Paying Agent upon delivery by the
		  Company to the Trustee of Securities of that series purchased by the Company
		  having an unpaid principal amount equal to the cash payment requested to be
		  released to the Company. 
		

		
		   
		

		
		   
		

		
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		  Section 12.3. Redemption of Securities for Sinking
		  Fund.
		

		
		  Not less than 75 days prior to each
		  sinking fund payment date for any series of Securities, the Company shall
		  deliver to the Trustee an Officers’ Certificate specifying the amount of
		  the next ensuing mandatory sinking fund payment for that series pursuant to the
		  terms of that series, the portion thereof, if any, which is to be satisfied by
		  payment of cash and the portion thereof, if any, which is to be satisfied by
		  delivering and crediting of Securities of that series pursuant to Section 12.2,
		  and the optional amount, if any, to be added in cash to the next ensuing
		  mandatory sinking fund payment, and will also deliver to the Trustee any
		  Securities to be so credited and not theretofore delivered. If such
		  Officers’ Certificate shall specify an optional amount to be added in cash
		  to the next ensuing mandatory sinking fund payment, the Company shall thereupon
		  be obligated to pay the amount therein specified. Not less than 60 days before
		  each such sinking fund payment date the Trustee shall select the Securities to
		  be redeemed upon such sinking fund payment date in the manner specified in
		  Section 11.3 and cause notice of the redemption thereof to be given in the name
		  of and at the expense of the Company in the manner provided in Section 11.4.
		  Such notice having been duly given, the redemption of such Securities shall be
		  made upon the terms and in the manner stated in Sections 11.6 and 11.7.
		

		
		  ARTICLE XIII.
		

		
		  REPAYMENT AT THE OPTION OF HOLDERS
		

		
		  Section 13.1. Applicability of Article.
		

		
		  Securities of any series which are
		  repayable at the option of the Holders thereof before their Stated Maturity
		  shall be repaid in accordance with the terms of the Securities of such series.
		  The repayment of any principal amount of Securities pursuant to such option of
		  the Holder to require repayment of Securities before their Stated Maturity, for
		  purposes of Section 3.9, shall not operate as a payment, redemption or
		  satisfaction of the Indebtedness represented by such Securities unless and
		  until the Company, at its option, shall deliver or surrender the same to the
		  Trustee with a written directive that such Securities be cancelled.
		  Notwithstanding anything to the contrary contained in this Section 13.1, in
		  connection with any repayment of Securities, the Company may arrange for the
		  purchase of any Securities by an agreement with one or more investment bankers
		  or other purchasers to purchase such Securities by paying to the Holders of
		  such Securities on or before the close of business on the repayment date an
		  amount not less than the repayment price payable by the Company on repayment of
		  such Securities, and the obligation of the Company to pay the repayment price
		  of such Securities shall be satisfied and discharged to the extent such payment
		  is so paid by such purchasers. 
		

		
		   
		

		
		   
		

		
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		  ARTICLE XIV.
		

		
		  SECURITIES IN FOREIGN CURRENCIES
		

		
		  Section 14.1. Applicability of Article.
		

		
		  Whenever this Indenture provides for (i)
		  any action by, or the determination of any of the rights of, Holders of
		  Securities of any series in which not all of such Securities are denominated in
		  the same Currency, or (ii) any distribution to Holders of Securities, in the
		  absence of any provision to the contrary in the form of Security of any
		  particular series or pursuant to this Indenture or the related Series
		  Authorization, any amount in respect of any Security denominated in a Currency
		  other than Dollars shall be treated for any such action or distribution as that
		  amount of Dollars that could be obtained for such amount on such reasonable
		  basis of exchange and as of the record date with respect to Registered
		  Securities of such series (if any) for such action, determination of rights or
		  distribution (or, if there shall be no applicable record date, such other date
		  reasonably proximate to the date of such action, determination of rights or
		  distribution) as the Company may specify in a written notice to the Trustee.
		  
		

		
		  ARTICLE XV.
		

		
		  MEETINGS OF HOLDERS OF SECURITIES
		

		
		  Section 15.1. Purposes for Which Meetings May Be
		  Called.
		

		
		  A meeting of Holders of Securities of any
		  series may be called at any time and from time to time pursuant to this Article
		  to make, give or take any request, demand, authorization, direction, notice,
		  consent, waiver or other Act provided by this Indenture to be made, given or
		  taken by Holders of Securities of such series. 
		

		
		  Section 15.2. Call,
		  Notice and Place of Meetings.
		

		
		  (1) The Trustee may at any time call a
		  meeting of Holders of Securities of any series for any purpose specified in
		  Section 15.1, to be held at such time and at such place in the Borough of
		  Manhattan, The City of New York, or, if Securities of such series have been
		  issued in whole or in part as Bearer Securities, in London or in such place
		  outside the United States as the Trustee shall determine. Notice of every
		  meeting of Holders of Securities of any series, setting forth the time and the
		  place of such meeting and in general terms the action proposed to be taken at
		  such meeting, shall be given, in the manner provided in Section 1.6, not less
		  than 21 nor more than 180 days prior to the date fixed for the meeting. 

		

		
		  (2) In case at any time the Company (by or
		  pursuant to a Board Resolution) or the Holders of at least 10% in principal
		  amount of the Outstanding Securities of any series shall have requested the
		  Trustee to call a meeting of the Holders of Securities of such series for any
		  purpose specified in Section 15.1, by written request setting forth in
		  reasonable detail the action proposed to be taken at the meeting, and the
		  Trustee shall not have mailed notice of or made the first publication of the
		  notice of such meeting within 21 days after receipt of such request (whichever
		  shall be required pursuant
		

		
		   
		

		
		   
		

		
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		  to Section 1.6) or shall not thereafter
		  proceed to cause the meeting to be held as provided herein, then the Company or
		  the Holders of Securities of such series in the amount above specified, as the
		  case may be, may determine the time and the place in the Borough of Manhattan,
		  The City of New York, or, if Securities of such series are to be issued as
		  Bearer Securities, in London for such meeting and may call such meeting for
		  such purposes by giving notice thereof as provided in clause (1) of this
		  Section.
		

		
		  Section 15.3. Persons Entitled to Vote at Meetings.
		

		
		  To be entitled to vote at any meeting of
		  Holders of Securities of any series, a Person shall be (1) a Holder of one or
		  more Outstanding Securities of such series, or (2) a Person appointed by an
		  instrument in writing as proxy for a Holder or Holders of one or more
		  Outstanding Securities of such series by such Holder or Holders. The only
		  Persons who shall be entitled to be present or to speak at any meeting of
		  Holders of Securities of any series shall be the Persons entitled to vote at
		  such meeting and their counsel, any representatives of the Trustee and its
		  counsel and any representatives of the Company and its counsel. 
		

		
		  Section 15.4. Quorum; Action.
		

		
		  The Persons entitled to vote a majority in
		  principal amount of the Outstanding Securities of a series shall constitute a
		  quorum for any meeting of Holders of Securities of such series. In the absence
		  of a quorum within 30 minutes after the time appointed for any such meeting,
		  the meeting shall, if convened at the request of Holders of Securities of such
		  series, be dissolved. In any other case the meeting may be adjourned for a
		  period of not less than 10 days as determined by the chairman of the meeting
		  prior to the adjournment of such meeting. In the absence of a quorum at any
		  reconvened meeting, such reconvened meeting may be further adjourned for a
		  period of not less than 10 days as determined by the chairman of the meeting
		  prior to the adjournment of such reconvened meeting. Notice of the reconvening
		  of any adjourned meeting shall be given as provided in Section 15.2(1), except
		  that such notice need be given only once not less than five days prior to the
		  date on which the meeting is scheduled to be reconvened. Notice of the
		  reconvening of an adjourned meeting shall state expressly the percentage, as
		  provided above, of the principal amount of the Outstanding Securities of such
		  series which shall constitute a quorum. 
		

		
		  Except as limited by the proviso to
		  Section 9.2, any resolution presented to a meeting or adjourned meeting duly
		  reconvened at which a quorum is present as aforesaid may be adopted only by the
		  affirmative vote of the Holders of a majority in principal amount of the
		  Outstanding Securities of that series; provided, however, that, except as
		  limited by the proviso to Section 9.2, any resolution with respect to any
		  request, demand, authorization, direction, notice, consent, waiver or other Act
		  which this Indenture expressly provides may be made, given or taken by the
		  Holders of a specified percentage, which is less than a majority, in principal
		  amount of the Outstanding Securities of a series may be adopted at a meeting or
		  an adjourned meeting duly reconvened and at which a quorum is present as
		  aforesaid by the affirmative vote of the Holders of such specified percentage
		  in principal amount of the Outstanding Securities of such series. 
		

		
		   
		

		
		   
		

		
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		  Any resolution passed or decision taken at
		  any meeting of Holders of Securities of any series duly held in accordance with
		  this Section shall be binding on all the Holders of Securities of such series
		  and the Coupons appertaining thereto, whether or not such Holders were present
		  or represented at the meeting. 
		

		
		  Section 15.5. Determination of Voting
		  Rights; Conduct and Adjournment of Meetings.
		

		
		  (1) Notwithstanding any other provisions
		  of this Indenture, the Trustee may make such reasonable regulations as it may
		  deem advisable for any meeting of Holders of Securities of such series in
		  regard to proof of the holding of Securities of such series and of the
		  appointment of proxies and in regard to the appointment and duties of
		  inspectors of votes, the submission and examination of proxies, certificates
		  and other evidence of the right to vote, and such other matters concerning the
		  conduct of the meeting as it shall deem appropriate. Except as otherwise
		  permitted or required by any such regulations, the holding of Securities shall
		  be proved in the manner specified in Section 1.4 and the appointment of any
		  proxy shall be proved in the manner specified in Section 1.4 or by having the
		  signature of the person executing the proxy witnessed or guaranteed by any
		  trust company, bank or banker authorized by Section 1.4 to certify to the
		  holding of Bearer Securities. Such regulations may provide that written
		  instruments appointing proxies, regular on their face, may be presumed valid
		  and genuine without the proof specified in Section 1.4 or other proof. 
		

		
		  (2) The Trustee shall, by an instrument in
		  writing, appoint a temporary chairman of the meeting, unless the meeting shall
		  have been called by the Company or by Holders of Securities as provided in
		  Section 15.2(2), in which case the Company or the Holders of Securities of the
		  series calling the meeting, as the case may be, shall in like manner appoint a
		  temporary chairman. A permanent chairman and a permanent secretary of the
		  meeting shall be elected by vote of the Persons entitled to vote a majority in
		  principal amount of the Outstanding Securities of such series represented at
		  the meeting.
		

		
		  (3) At any meeting, each Holder of a
		  Security of such series or proxy shall be entitled to one vote for each $1,000
		  principal amount of Securities of such series held or represented by him;
		  provided, however, that no vote shall be cast or counted at any meeting in
		  respect of any Security challenged as not Outstanding and ruled by the chairman
		  of the meeting to be not Outstanding. The chairman of the meeting shall have no
		  right to vote, except as a Holder of a Security of such series or proxy.
		  
		

		
		  (4) Any meeting of Holders of Securities
		  of any series duly called pursuant to Section 15.2 at which a quorum is present
		  may be adjourned from time to time by Persons entitled to vote a majority in
		  principal amount of the Outstanding Securities of such series represented at
		  the meeting; and the meeting may be held as so adjourned without further
		  notice. 
		

		
		   
		

		
		   
		

		
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		  Section 15.6. Counting Votes and Recording Action of
		  Meetings.
		

		
		  The vote upon any resolution submitted to
		  any meeting of Holders of Securities of any series shall be by written ballots
		  on which shall be subscribed the signatures of the Holders of Securities of
		  such series or of their representatives by proxy and the principal amounts and
		  serial numbers of the Outstanding Securities of such series held or represented
		  by them. The permanent chairman of the meeting shall appoint two inspectors of
		  votes who shall count all votes cast at the meeting for or against any
		  resolution and who shall make and file with the secretary of the meeting their
		  verified written reports of all votes cast at the meeting. A record of the
		  proceedings of each meeting of Holders of Securities of any series shall be
		  prepared by the secretary of the meeting and there shall be attached to said
		  record the original reports of the inspectors of votes on any vote by ballot
		  taken thereat and affidavits by one or more persons having knowledge of the
		  facts setting forth a copy of the notice of the meeting and showing that said
		  notice was given as provided in Section 15.2 and, if applicable, Section 15.4.
		  Each copy shall be signed and verified by the affidavits of the permanent
		  chairman and secretary of the meeting and one such copy shall be delivered to
		  the Company and another to the Trustee to be preserved by the Trustee, the
		  latter to have attached thereto the ballots voted at the meeting. Any record so
		  signed and verified shall be conclusive evidence of the matters therein stated.
		  
		

		
		  ARTICLE XVI.
		

		
		   SUBORDINATION OF SECURITIES
		

		
		  Section 16.1. Agreement to Subordinate.
		

		
		  The Company covenants and agrees, and each
		  Holder of Securities issued hereunder and under any indenture supplemental
		  hereto or pursuant to a Board Resolution and Officers’ Certificate
		  (“Additional Provisions”) by such Holder’s acceptance
		  thereof likewise covenants and agrees, that all Securities shall be issued
		  subject to the provisions of this Article 16; and each Holder of a Security,
		  whether upon original issue or upon transfer or assignment thereof, accepts and
		  agrees to be bound by such provisions. 
		

		
		  The payment by the Company of the
		  principal of, any premium and interest (including any Additional Interest) on
		  and any Additional Amounts with respect to all Securities of each series issued
		  hereunder and under any Additional Provisions shall, to the extent and in the
		  manner hereinafter set forth and subject to the provisions of the related
		  Series Authorization, be subordinate in right of payment to the prior payment
		  in full of all Company Senior Indebtedness with respect to such series, whether
		  outstanding at the date of this Indenture or thereafter incurred. 
		

		
		  No provision of this Article 16 shall
		  prevent the occurrence of any default or Event of Default hereunder. 
		

		
		  All references in this Article 16 to
		  Holders of Securities shall be deemed to include Holders of Coupons.
		

		
		   
		

		
		   
		

		
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		  Section 16.2. Default on Company Senior Indebtedness.
		

		
		  In the event and during the continuation
		  of any default by the Company in the payment of principal, premium, interest or
		  any other amount due on any Company Senior Indebtedness with respect to the
		  Securities of any series, or in the event that the maturity of any Company
		  Senior Indebtedness with respect to the Securities of any series has been
		  accelerated because of a default, then, in either case, no payment shall be
		  made by the Company with respect to the principal (including redemption and
		  sinking fund payments) of, any premium or interest (including any Additional
		  Interest) on, or any Additional Amounts with respect to, the Securities of such
		  series or to acquire such Securities (other than pursuant to the conversion of
		  such Securities). 
		

		
		  In the event that, notwithstanding the
		  foregoing, any payment shall be received by the Trustee when such payment is
		  prohibited by the preceding paragraph of this Section 16.2, such payment shall
		  be held in trust for the benefit of, and shall be paid over or delivered to,
		  the holders of such Company Senior Indebtedness or their respective
		  representatives, or to the trustee or trustees under any indenture pursuant to
		  which any of such Company Senior Indebtedness may have been issued, as their
		  respective interests may appear, but only to the extent that the holders of
		  such Company Senior Indebtedness (or their representative or representatives or
		  a trustee) notify the Trustee in writing within 90 days of such payment of the
		  amounts then due and owing on such Company Senior Indebtedness and only the
		  amounts specified in such notice to the Trustee shall be paid to the holders of
		  such Company Senior Indebtedness. 
		

		
		  Section 16.3. Liquidation; Dissolution; Bankruptcy.
		

		
		  Upon any payment by the Company or
		  distribution of assets of the Company of any kind or character, whether in
		  cash, property or securities, to creditors upon any total or partial
		  liquidation, dissolution, winding-up, reorganization, assignment for the
		  benefit of creditors or marshaling of assets of the Company, whether voluntary
		  or involuntary, or in bankruptcy, insolvency, receivership or other similar
		  proceedings relating to the Company or its assets, all amounts due upon all
		  Company Senior Indebtedness with respect to the Securities of any series shall
		  first be paid in full, or payment thereof provided for in money in accordance
		  with its terms, before any payment is made by the Company on account of the
		  principal of, premium or interest (including any Additional Interest) on, or
		  Additional Amounts with respect to, the Securities of such series; and in any
		  such case, any payment by the Company, or distribution of assets of the Company
		  of any kind or character, whether in cash, property or securities, to which the
		  Holders or the Trustee (on behalf of Holders with respect to the principal of,
		  premium or interest on or Additional Amounts with respect to, the Securities of
		  such Series) would be entitled to receive from the Company, except for the
		  provisions of this Article 16, shall be paid by the Company or by any receiver,
		  trustee in bankruptcy, liquidating trustee, agent or other Person making such
		  payment or distribution, or by the Holders or by the Trustee under this
		  Indenture if received by them or it, directly to the holders of such Company
		  Senior Indebtedness (pro rata to such holders having equal seniority on the
		  basis of the respective amounts of such Company Senior Indebtedness held by
		  such holders, as calculated by the Company) or their representative or
		  representatives, or to the trustee or trustees under any indenture pursuant to
		  which any instruments evidencing such Company Senior Indebtedness may have been
		  issued, as 
		

		
		   
		

		
		   
		

		
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		  their respective interests may appear, to
		  the extent necessary to pay such Company Senior Indebtedness in full, in money
		  or money’s worth, after giving effect to any concurrent payment or
		  distribution to or for the holders of such Company Senior Indebtedness, before
		  any payment or distribution is made to the Holders of the Securities of such
		  series or to the Trustee. 
		

		
		  In the event that, notwithstanding the
		  foregoing, any payment or distribution of assets of the Company of any kind or
		  character, whether in cash, property or securities, prohibited by the foregoing
		  shall be received by the Trustee before all such Company Senior Indebtedness is
		  paid in full, or provision is made for such payment in money in accordance with
		  its terms, such payment or distribution shall be held in trust for the benefit
		  of and shall be paid over or delivered to the holders of such Company Senior
		  Indebtedness or their representative or representatives, or to the trustee or
		  trustees under any indenture pursuant to which any instruments evidencing such
		  Company Senior Indebtedness may have been issued, as their respective interests
		  may appear, as calculated by the Company, for application to the payment of all
		  such Company Senior Indebtedness remaining unpaid to the extent necessary to
		  pay such Company Senior Indebtedness in full in money in accordance with its
		  terms, after giving effect to any concurrent payment or distribution to or for
		  the benefit of the holders of such Company Senior Indebtedness. 
		

		
		  For purposes of this Article 16, the words
		  “cash, property or securities” shall not be deemed to include
		  shares of stock of the Company as reorganized or readjusted, or securities of
		  the Company or any other corporation provided for by a plan of reorganization
		  or readjustment, the payment of which is subordinated at least to the extent
		  provided in this Article 16 with respect to the Securities of the relevant
		  series to the payment of all Company Senior Indebtedness with respect to the
		  Securities of such series that may at the time be outstanding, provided that
		  (i) such Company Senior Indebtedness is assumed by the new corporation, if any,
		  resulting from any such reorganization or readjustment, and (ii) the rights of
		  the holders of such Company Senior Indebtedness are not, without the consent of
		  such holders, altered by such reorganization or readjustment. The consolidation
		  or amalgamation of the Company with, or the merger of the Company into, another
		  Person or the liquidation or dissolution of the Company following the
		  conveyance, transfer or lease of its property as an entirety, or substantially
		  as an entirety, to another Person upon the terms and conditions provided for in
		  Sections 8.1 and 8.2 of this Indenture shall not be deemed a dissolution,
		  winding-up, liquidation or reorganization for the purposes of this Section 16.3
		  if such other Person shall, as a part of such consolidation, merger, conveyance
		  or transfer, comply with the conditions stated in Sections 8.1 and 8.2 of this
		  Indenture. 
		

		
		  Section 16.4. Subrogation.
		

		
		  Subject to the payment in full of all
		  Company Senior Indebtedness with respect to the Securities of any series, the
		  rights of the Holders of the Securities of such series shall be subrogated to
		  the rights of the holders of such Company Senior Indebtedness to receive
		  payments or distributions of cash, property or securities of the Company
		  applicable to such Company Senior Indebtedness until the principal of, any
		  premium and interest (including any Additional Interest) on, and any Additional
		  Amounts with respect to, the Securities of such series shall be paid in full;
		  and, for the purposes of such subrogation, no payments or distributions to the
		  holders of such Company Senior Indebtedness of any cash, property or securities
		  to which 
		

		
		   
		

		
		   
		

		
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		  the Holders or the Trustee would be
		  entitled except for the provisions of this Article 16, and no payment over
		  pursuant to the provisions of this Article 16 to or for the benefit of the
		  holders of such Company Senior Indebtedness by Holders of the Securities of
		  such series or the Trustee, shall, as between the Company, its creditors other
		  than holders of such Company Senior Indebtedness, and the Holders of the
		  Securities of such series, be deemed to be a payment by the Company to or on
		  account of such Company Senior Indebtedness. It is understood that the
		  provisions of this Article 16 are and are intended solely for the purposes of
		  defining the relative rights of the Holders of the Securities of each series,
		  on the one hand, and the holders of the Company Senior Indebtedness with
		  respect to the Securities of such series on the other hand. 
		

		
		  Nothing contained in this Article 16 or
		  elsewhere in this Indenture, any Additional Provisions or in the Securities of
		  any series is intended to or shall impair, as between the Company, its
		  creditors other than the holders of Company Senior Indebtedness with respect to
		  the Securities of such series, and the Holders of the Securities of such
		  series, the obligation of the Company, which is absolute and unconditional, to
		  pay to the Holders of the Securities of such series the principal of, any
		  premium and interest (including any Additional Interest) on, and any Additional
		  Amounts with respect to, the Securities of such series as and when the same
		  shall become due and payable in accordance with their terms, or is intended to
		  or shall affect the relative rights of the Holders of the Securities of such
		  series and creditors of the Company, other than the holders of such Company
		  Senior Indebtedness, nor shall anything herein or therein prevent the Trustee
		  or the Holder of any Security of such series from exercising all remedies
		  otherwise permitted by applicable law upon default under this Indenture,
		  subject to the rights, if any, under this Article 16 of the holders of such
		  Company Senior Indebtedness in respect of cash, property or securities of the
		  Company, as the case may be, received upon the exercise of any such remedy.
		  
		

		
		  Upon any payment or distribution of assets
		  of the Company referred to in this Article 16, the Trustee, subject to the
		  provisions of Article 6 of this Indenture, and the Holders shall be entitled to
		  conclusively rely upon any order or decree made by any court of competent
		  jurisdiction in which such dissolution, winding-up, liquidation or
		  reorganization proceedings are pending, or a certificate of the receiver,
		  trustee in bankruptcy, liquidation trustee, agent or other Person making such
		  payment or distribution, delivered to the Trustee or to the Holders of the
		  Securities of any series, for the purposes of ascertaining the Persons entitled
		  to participate in such distribution, the holders of Company Senior Indebtedness
		  with respect to the Securities of such series and other indebtedness of the
		  Company, as the case may be, the amount thereof or payable thereon, the amount
		  or amounts paid or distributed thereon and all other facts pertinent thereto or
		  to this Article 16. 
		

		
		  Section 16.5. Trustee to Effectuate Subordination.
		

		
		  Each Holder of Securities by such
		  Holder’s acceptance thereof authorizes and directs the Trustee on such
		  Holder’s behalf to take such action as may be necessary or appropriate to
		  effectuate the subordination provided in this Article 16 and appoints the
		  Trustee such Holder’s attorney-in-fact for any and all such purposes.
		  
		

		
		   
		

		
		   
		

		
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		  Section 16.6. Notice by the Company.
		

		
		  The Company shall give prompt written
		  notice to a Responsible Officer of the Trustee of any fact known to the Company
		  that would prohibit the making of any payment of monies to or by the Trustee in
		  respect of the Securities of any series pursuant to the provisions of this
		  Article 16. Notwithstanding the provisions of this Article 16 or any other
		  provision of this Indenture or any Additional Provisions, the Trustee shall not
		  be charged with knowledge of the existence of any facts that would prohibit the
		  making of any payment of monies to or by the Trustee in respect of the
		  Securities of any series pursuant to the provisions of this Article 16, unless
		  and until a Responsible Officer of the Trustee shall have received written
		  notice thereof from the Company or a holder or holders of Company Senior
		  Indebtedness with respect to the Securities of such series or from any trustee
		  therefor; and before the receipt of any such written notice, the Trustee,
		  subject to the provisions of Article 6 of this Indenture, shall be entitled in
		  all respects to assume that no such facts exist; provided, however, that if the
		  Trustee shall not have received the notice provided for in this Section 16.6 at
		  least two Business Days prior to the date upon which by the terms hereof any
		  money may become payable for any purpose (including, without limitation, the
		  payment of the principal of, any premium or interest (including any Additional
		  Interest) on, or any Additional Amounts with respect to, any Security of such
		  series), then, anything herein contained to the contrary notwithstanding, the
		  Trustee shall have full power and authority to receive such money and to apply
		  the same to the purposes for which they were received, and shall not be
		  affected by any notice to the contrary that may be received by it within two
		  Business Days prior to such date. 
		

		
		  The Trustee, subject to the provisions of
		  Article 6 of this Indenture, shall be entitled to conclusively rely on the
		  delivery to it of a written notice by a Person representing himself to be a
		  holder of Company Senior Indebtedness with respect to the Securities of any
		  series (or a trustee on behalf of such holder), to establish that such notice
		  has been given by a holder of such Company Senior Indebtedness or a trustee on
		  behalf of any such holder or holders. In the event that the Trustee determines
		  in good faith that further evidence is required with respect to the right of
		  any Person as a holder of such Company Senior Indebtedness to participate in
		  any payment or distribution pursuant to this Article 16, the Trustee may
		  request such Person to furnish evidence to the reasonable satisfaction of the
		  Trustee as to the amount of such Company Senior Indebtedness held by such
		  Person, the extent to which such Person is entitled to participate in such
		  payment or distribution and any other facts pertinent to the rights of such
		  Person under this Article 16, and, if such evidence is not furnished, the
		  Trustee may defer any payment to such Person pending judicial determination as
		  to the right of such Person to receive such payment. 
		

		
		  Upon any payment or distribution of assets
		  of the Company referred to in this Article 16, the Trustee and the Holders
		  shall be entitled to conclusively rely upon any order or decree entered by any
		  court of competent jurisdiction in which such insolvency, bankruptcy,
		  receivership, liquidation, reorganization, dissolution, winding-up or similar
		  case or proceeding is pending, or a certificate of the trustee in bankruptcy,
		  liquidating trustee, custodian, receiver, assignee for the benefit of
		  creditors, agent or other Person making such payment or distribution, delivered
		  to the Trustee or to the Holders of the Securities of any series, for the
		  purpose of ascertaining the Persons entitled to participate in such payment or
		  distribution, the holders of Company Senior Indebtedness with respect to the
		  Securities of such series and other 
		

		
		   
		

		
		   
		

		
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		  indebtedness of the Company, the amount
		  thereof or payable thereon, the amount or amounts paid or distributed thereon
		  and all other facts pertinent thereto or to this Article 16. 
		

		
		  Section 16.7. Rights of the Trustee; Holders of Company Senior
		  Indebtedness.
		

		
		  The Trustee in its individual capacity
		  shall be entitled to all the rights set forth in this Article 16 in respect of
		  any Company Senior Indebtedness with respect to the Securities of any series at
		  any time held by it, to the same extent as any other holder of such Company
		  Senior 99 Indebtedness, and nothing in this Indenture or any Additional
		  Provisions shall deprive the Trustee of any of its rights as such holder.
		  
		

		
		  With respect to the holders of Company
		  Senior Indebtedness with respect to the Securities of any series, the Trustee
		  undertakes to perform or to observe only such of its covenants and obligations
		  as are specifically set forth in this Article 16, and no implied covenants or
		  obligations with respect to the holders of such Company Senior Indebtedness
		  shall be read into this Indenture or any Additional Provisions against the
		  Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
		  holders of such Company Senior Indebtedness and, subject to the provisions of
		  Article 6 of this Indenture, the Trustee shall not be liable to any holder of
		  such Company Senior Indebtedness if it shall pay over or deliver to Holders of
		  the Securities of such series, the Company or any other Person money or assets
		  to which any holder of such Company Senior Indebtedness shall be entitled by
		  virtue of this Article 16 or otherwise. 
		

		
		  Nothing in this Article 16 shall apply to
		  claims of, or payments to, the Trustee under or pursuant to Section 6.6.
		  
		

		
		  Section 16.8. Subordination May Not Be Impaired.
		

		
		  No right of any present or future holder
		  of any Company Senior Indebtedness to enforce subordination as herein provided
		  shall at any time in any way be prejudiced or impaired by any act or failure to
		  act on the part of the Company, or by any act or failure to act, in good faith,
		  by any such holder, or by any noncompliance by the Company with the terms,
		  provisions and covenants of this Indenture, regardless of any knowledge thereof
		  that any such holder may have or otherwise be charged with. 
		

		
		  Without in any way limiting the generality
		  of the foregoing paragraph, the holders of Company Senior Indebtedness with
		  respect to the Securities of any series may, at any time and from time to time,
		  without the consent of or notice to the Trustee or the Holders of Securities of
		  such series, without incurring responsibility to such Holders and without
		  impairing or releasing the subordination provided in this Article 16 or the
		  obligations hereunder of the Holders of the Securities of such series to the
		  holders of such Company Senior Indebtedness, do any one or more of the
		  following: (i) change the manner, place or terms of payment or extend the time
		  of payment of, or renew or alter, such Company Senior Indebtedness, or
		  otherwise amend or supplement in any manner such Company Senior Indebtedness or
		  any instrument evidencing the same or any agreement under which such Company
		  Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise
		  deal with any property pledged, mortgaged or otherwise securing such Company
		  Senior Indebtedness; (iii) release any Person liable in any manner for the
		  
		

		
		   
		

		
		   
		

		
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		  collection of such Company Senior
		  Indebtedness; and (iv) exercise or refrain from exercising any rights against
		  the Company and any other Person. 
		

		
		  Section 16.9. Application by Trustee of Assets Deposited with
		  It.
		

		
		  Amounts deposited in trust with the
		  Trustee pursuant to and in accordance with this Indenture, including without
		  limitation pursuant to Article 4 hereof, shall be for the sole benefit of the
		  Holders of the Securities and, to the extent allocated for the payment of
		  Securities, shall not be subject to the subordination provisions of this
		  Article 16. Otherwise, any deposit of assets with the Trustee or any Paying
		  Agent (whether or not in trust) for the payment of any Securities shall be
		  subject to the provisions of Sections 16.1, 16.2, and 16.3; provided that, if
		  prior to two Business Days preceding the date on which by the terms of this
		  Indenture any such assets may become distributable for any purpose (including,
		  without limitation, the payment of any amount due on any Security) the Trustee
		  or such Paying Agent shall not have received with respect to such assets the
		  written notice provided for in Section 16.6, then the Trustee or such Paying
		  Agent shall have full power and authority to receive such assets and to apply
		  the same to the purpose for which they were received, and shall not be affected
		  by any notice to the contrary which may be received by it on or after such
		  date.
		

		
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		  IN WITNESS WHEREOF, the parties hereto
		  have caused this Indenture to be duly executed, and their respective corporate
		  seals to be hereunto affixed, all as of the day and year first above
		  written.
		

		
		   
		

		
		  	
				  
					 [SEAL]
				  

					
				  
					  
				  

					
				  
					 RENAISSANCERE HOLDINGS LTD.

				  

				
	
				  
					 
 Attest:
				  

					
				  
					  
				  

					
				  
					 By 
				  

					
				  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 Name:
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 Title:
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 [SEAL]
				  

					
				  
					  
				  

					
				  
					 DEUTSCHE BANK TRUST COMPANY
					 AMERICAS,
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 as Trustee
				  

				
	
				  
					 
 Attest:
				  

					
				  
					  
				  

					
				  
					 By 
				  

					
				  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 Name:
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 Title:
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 [SEAL]
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Attest:
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				

 

		
		   
		

		
		   
		

		
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