FORM OF
	 

	 
		JUNIOR SUBORDINATED DEBT SECURITIES
		GUARANTEE AGREEMENT
	 

	 
		BETWEEN
	 

	 
		RENAISSANCERE HOLDINGS LTD.
	 

	 
		(AS GUARANTOR)
	 

	 
		AND
	 

	 
		DEUTSCHE BANK TRUST COMPANY
		AMERICAS
	 

	 
		(AS GUARANTEE TRUSTEE)
	 

	 
		DATED AS OF
	 

	 
		_______ __, 2007
	 

	 
		 
	 



	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	
				
				  ARTICLE I
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  DEFINITIONS
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  SECTION 1.1 Definitions
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  ARTICLE II
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  TRUST INDENTURE ACT
				

			 	
				
				   
				

			 	
				
				  4
				

			 
	
				
				  SECTION 2.1 Trust Indenture Act:
				  Application
				

			 	
				
				   
				

			 	
				
				  4
				

			 
	
				
				  SECTION 2.2 List of Holders
				

			 	
				
				   
				

			 	
				
				  5
				

			 
	
				
				  SECTION 2.3 Reports by the Guarantee
				  Trustee
				

			 	
				
				   
				

			 	
				
				  5
				

			 
	
				
				  SECTION 2.4 Evidence of Compliance
				  with Conditions Precedent
				

			 	
				
				   
				

			 	
				
				  5
				

			 
	
				
				  SECTION 2.5 Events of Default;
				  Waiver
				

			 	
				
				   
				

			 	
				
				  5
				

			 
	
				
				  SECTION 2.6 Event of Default;
				  Notice
				

			 	
				
				   
				

			 	
				
				  5
				

			 
	
				
				  SECTION 2.7 Conflicting
				  Interests
				

			 	
				
				   
				

			 	
				
				  6
				

			 
	
				
				  ARTICLE III
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  POWERS, DUTIES AND RIGHTS OF
				  GUARANTEE TRUSTEE
				

			 	
				
				   
				

			 	
				
				  6
				

			 
	
				
				  SECTION 3.1 Powers and Duties of the
				  Guarantee Trustee
				

			 	
				
				   
				

			 	
				
				  6
				

			 
	
				
				  SECTION 3.2 Certain Rights of the
				  Guarantee Trustee
				

			 	
				
				   
				

			 	
				
				  7
				

			 
	
				
				  SECTION 3.3 Indemnity
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				  ARTICLE IV
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  GUARANTEE TRUSTEE
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				  SECTION 4.1 Guarantee Trustee;
				  Eligibility
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				  SECTION 4.2 Appointment, Removal and
				  Resignation of Guarantee Trustees
				

			 	
				
				   
				

			 	
				
				  10
				

			 
	
				
				  ARTICLE V
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  GUARANTEE
				

			 	
				
				   
				

			 	
				
				  10
				

			 
	
				
				  SECTION 5.1 Guarantee
				

			 	
				
				   
				

			 	
				
				  10
				

			 
	
				
				  SECTION 5.2 Waiver of Notice and
				  Demand
				

			 	
				
				   
				

			 	
				
				  11
				

			 
	
				
				  SECTION 5.3 Obligations Not
				  Affected
				

			 	
				
				   
				

			 	
				
				  11
				

			 
	
				
				  SECTION 5.4 Rights of Holders

				

			 	
				
				   
				

			 	
				
				  12
				

			 
	
				
				  SECTION 5.5 Guarantee of
				  Payment
				

			 	
				
				   
				

			 	
				
				  12
				

			 
	
				
				  SECTION 5.6 Subrogation
				

			 	
				
				   
				

			 	
				
				  12
				

			 
	 	 	 

 

	 
		 
	 

	 
		 
	 

	 
		(i)
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  SECTION 5.7 Independent
				  Obligations
				

			 	
				
				   
				

			 	
				
				  12
				

			 
	
				
				  SECTION 5.8 Net Payments
				

			 	
				
				   
				

			 	
				
				  12
				

			 
	
				
				  ARTICLE VI
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  LIMITATION OF TRANSACTIONS;
				  RANKING
				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  SECTION 6.1 Limitation of
				  Transactions
				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  SECTION 6.2 Ranking
				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  SECTION 6.3 Pari Passu
				  Guarantees
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  ARTICLE VII
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  TERMINATION
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  SECTION 7.1 Termination
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  ARTICLE VIII
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  MISCELLANEOUS
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  SECTION 8.1 Successors and
				  Assigns
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  SECTION 8.2 Amendments
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  SECTION 8.3 Notices
				

			 	
				
				   
				

			 	
				
				  16
				

			 
	
				
				  SECTION 8.4 Benefit
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  SECTION 8.5 Governing Law
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  SECTION 8.6 Interpretation
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  SECTION 8.7 Submission to
				  Jurisdiction
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  SECTION 8.8 Judgment Currency

				

			 	
				
				   
				

			 	
				
				  19
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		(ii)
	 

	 
		 
	 



	 
	 

	 

	 
		JUNIOR SUBORDINATED DEBT SECURITIES
		GUARANTEE AGREEMENT
	 

	 
		This JUNIOR SUBORDINATED DEBT SECURITIES
		GUARANTEE AGREEMENT (this “Guarantee Agreement” or this “Guarantee”), dated as of _______ __, 2007, is executed and
		delivered by RenaissanceRe Holdings Ltd., a Bermuda company
		(“RenaissanceRe” or the “Guarantor”), having its principal executive offices at
		Renaissance House, 8-20 East Broadway, Pembroke HM 19, Bermuda, and Deutsche
		Bank Trust Company Americas, a New York banking corporation (the
		“Guarantee Trustee”), having its Corporate Trust Office located at 60
		Wall Street, MS NYC 60-2515, New York, New York 10005, for the benefit of the
		Holders (as defined herein) from time to time of the Debentures (as defined
		herein) issued by RenaissanceRe Finance Inc., a Delaware corporation (the
		“Issuer”).
	 

	 
		WHEREAS, pursuant to a Junior Subordinated
		Indenture, dated as of _______ __, 2007 (the “Indenture”), between the Issuer and Deutsche Bank Trust
		Company Americas, a New York banking corporation, as trustee thereunder, the
		Issuer is issuing $___________ of its unsecured junior subordinated debt
		securities (the “Debentures”), including, without limitation, Debentures which
		will be deposited with Deutsche Bank Trust Company Americas, as property
		trustee (the “Property
		Trustee”), as trust assets of
		RenaissanceRe Capital Trust II (the “Trust”)
		pursuant to the terms of the Amended and Restated Trust Agreement dated as of
		_______ __, 2007 (the “Trust
		Agreement”) among RenaissanceRe
		Holdings Ltd., as depositor (the “Depositor”), the Property Trustee,
		[                              ],
		as Delaware trustee and the Administrative Trustees therein named.
	 

	 
		WHEREAS, as incentive for the Holders (as
		defined in the Indenture) to purchase such Debentures, the Guarantor desires
		irrevocably and unconditionally, to guarantee the obligations of the Issuer
		under the Indenture.
	 

	 
		NOW, THEREFORE, in consideration of the
		purchase by the Property Trustee on behalf of the Trust of the Debentures,
		which purchase the Guarantor hereby agrees shall benefit the Guarantor, the
		Guarantor executes and delivers this Guarantee Agreement for the benefit of the
		Holders.
	 

	 
		ARTICLE I
	 

	 
		 
	 

	 
		DEFINITIONS
	 

	 
		SECTION 1.1 Definitions
	 

	 
		As used in this Guarantee Agreement, the
		terms set forth below shall, unless the context otherwise requires, have the
		following meanings. Capitalized or otherwise defined terms used, but not
		otherwise defined herein shall have the meanings assigned to such terms in the
		Indenture as in effect on the date hereof.
	 

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

	 
		 
	 



	 
	 

	 

	 
		“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 Guarantor
		shall not be deemed to include the Issuer. For the purpose 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 meanings correlative to the foregoing.
	 

	 
		“Authorized Officer” means, when used with respect to any Person, the
		Chairman of the Board of Directors, a Vice Chairman, the President, a 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 such Person.
	 

	 
		“Capitalized Lease Obligations” 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.
	 

	 
		“Debentures”
		has the meaning set forth in the preamble hereto.
	 

	 
		“Event of Default” means a default by the Guarantor on any of its
		payment or other obligations under this Guarantee Agreement; provided, however,
		that, except with respect to a payment default, the Guarantor shall have
		received notice of default and shall not have cured such default within 90 days
		after receipt of such notice.
	 

	 
		“Guarantee Trustee” means Deutsche Bank Trust Company Americas, until
		a Successor Guarantee Trustee has been appointed and has accepted such
		appointment pursuant to the terms of this Guarantee Agreement and thereafter
		means each such Successor Guarantee Trustee. 
	 

	 
		“Guarantor Senior Indebtedness” means all Indebtedness of the Guarantor
		outstanding at any time, except (a) the Guarantor’s obligations under the
		Guarantee in respect of the Debentures, (b) 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 Guarantor’s
		obligations under the Guarantee in respect of the Debentures or any other
		Indebtedness ranking pari passu therewith, (c) Indebtedness of the Guarantor
		to, or guaranteed on behalf of, a Subsidiary of the Guarantor or any officer,
		director or employee of the Guarantor or any Subsidiary of the Guarantor, (d)
		interest accruing after the filing of a petition initiating any proceeding
		relating to the Guarantor referred to in Section 5.1(7) and Section 5.1(8) of
		the Indenture unless such interest is an allowed claim enforceable against the
		Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade
		accounts payable, (f) the Guarantor’s obligations under the Guarantee in
		respect of the Debentures issued to (x) the Trust or (y) any other trust,
		partnership or other entity affiliated with the Guarantor which is a financing
		vehicle of the Guarantor or any Affiliate of the Guarantor 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 Guarantor
		pursuant to an instrument that ranks pari passu with or junior in right of
		payment to the Preferred Securities Guarantees and (g) all Preferred Securities
		
	 

	 
		 
	 

	 
		2
	 

	 
		 
	 



	 
	 

	 

	 
		Guarantees and all guarantees similar to the
		Preferred Securities Guarantees issued by any trust, partnership or other
		entity affiliated with the Guarantor which is a financing vehicle of the
		Guarantor or any Affiliate of the Guarantor. 
	 

	 
		“Holder” has
		the meaning set forth in the preamble hereto.
	 

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

	 
		“Indenture”
		has the meaning set forth in the preamble hereto.
	 

	 
		“List of Holders” has the meaning specified in Section
		2.2(a).
	 

	 
		“Majority in liquidation preference of the Preferred
		Securities” means, except as
		provided by the Trust Indenture Act, a vote by Preferred Security Holder(s),
		voting separately as a class, of more than 50% of the liquidation preference of
		all then outstanding Preferred Securities issued by the Trust.
	 

	 
		“Officers’ Certificate” means, with respect to any Person, a certificate
		signed by two Authorized Officers, at least one of which is a principal
		executive, principal financial or principal accounting officer, and is
		delivered to the Guarantee Trustee. Any Officers’ Certificate delivered
		with respect to compliance with a condition or covenant provided for in this
		Guarantee shall include:
	 

	 
		(a) a statement that each officer signing
		the Officers’ Certificate has read the covenant or condition and the
		definitions relating thereto;
	 

	 
		 
	 

	 
		3
	 

	 
		 
	 



	 
	 

	 

	 
		(b) a brief statement of the nature and
		scope of the examination or investigation undertaken by such officer in
		rendering the Officers’ Certificate;
	 

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

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

	 
		“Person”
		means a legal person, including any individual, corporation, estate,
		partnership, joint venture, association, joint stock company, limited liability
		company, trust, unincorporated association or government or any agency or
		political subdivision thereof, or any other entity of whatever nature.
	 

	 
		“Preferred Securities Holder” shall mean any holder, as registered on the books
		and records of the Trust, of any Preferred Securities; provided, however, that,
		in determining whether the holders of the requisite percentage of Preferred
		Securities have given any request, notice, consent or waiver hereunder,
		“Preferred Securities Holder” shall not include the Guarantor, the
		Depositor, the Guarantee Trustee or any Affiliate of the Guarantor, the
		Depositor, or the Guarantee Trustee.
	 

	 
		“Responsible Officer” means, with respect to the Guarantee Trustee, any
		officer of the Guarantee Trustee with direct responsibility for administration
		of this Guarantee Agreement and also means, with respect to a particular
		corporate trust matter, any other officer to whom such matter is referred
		because of that officer’s knowledge of and familiarity with the particular
		subject.
	 

	 
		“Successor Guarantee Trustee” means a successor Guarantee Trustee possessing
		the qualifications to act as Guarantee Trustee under Section 4.1.
	 

	 
		“Trust Indenture Act” means the Trust Indenture Act of 1939, as
		amended.
	 

	 
		ARTICLE II
	 

	 
		 
	 

	 
		TRUST INDENTURE ACT
	 

	 
		SECTION 2.1 Trust Indenture Act:
		Application
	 

	 
		(a) This Guarantee Agreement is subject to
		the provisions of the Trust Indenture Act that are required to be part of this
		Guarantee Agreement and shall, to the extent applicable, be governed by such
		provisions.
	 

	 
		(b) If and to the extent that any provision
		of this Guarantee Agreement limits, qualifies or conflicts with the duties
		imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such
		imposed duties shall control.
	 

	 
		 
	 

	 
		4
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 2.2 List of Holders
	 

	 
		(a) From and after the date that the
		Property Trustee is no longer the sole Holder, within 30 days after the receipt
		by the Guarantor of a request in writing from the Guarantee Trustee, the
		Guarantor shall furnish or cause to be furnished to the Guarantee Trustee a
		list, in such form as the Guarantee Trustee may reasonably require, of the
		names and addresses of the Holders (“List of Holders”), such List of Holders to be as of a date not
		more than 15 days prior to the time such List of Holders is furnished, in each
		case to the extent such information is in the possession or control of the
		Guarantor and is not identical to a previously supplied list of Holders or has
		not otherwise been received by the Guarantee Trustee in its capacity as such.
		The Guarantee Trustee may destroy any List of Holders previously given to it on
		receipt of a new List of Holders.
	 

	 
		(b) The Guarantee Trustee shall comply with
		its obligations under Section 311(a), Section 311(b) and Section 312(b) of the
		Trust Indenture Act.
	 

	 
		SECTION 2.3 Reports by the Guarantee
		Trustee
	 

	 
		Within 60 days after _______ 15 of each year
		commencing with _______ 15, 200_, the Guarantee Trustee shall provide to the
		Holders such reports as are required by Section 313 of the Trust Indenture Act,
		if any, in the form and in the manner provided by Section 313 of the Trust
		Indenture Act. The Guarantee Trustee shall also comply with the requirements of
		Section 313(d) of the Trust Indenture Act.
	 

	 
		SECTION 2.4 Evidence of Compliance with
		Conditions Precedent
	 

	 
		The Guarantor shall provide to the Guarantee
		Trustee such evidence of compliance with such conditions precedent, if any,
		provided for in this Guarantee Agreement that relate to any of the matters set
		forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
		required to be given by an officer pursuant to Section 314(c)(1) may be given
		in the form of a Guarantor’s Officers’ Certificate.
	 

	 
		SECTION 2.5 Events of Default;
		Waiver
	 

	 
		The Holders of a Majority in liquidation
		preference of the Preferred Securities may, by vote, on behalf of the Property
		Trustee as a Holder, waive any past Event of Default and its consequences. Upon
		such waiver, any such Event of Default shall cease to exist in respect of the
		Debentures deposited in the Trust, and any Event of Default arising therefrom
		shall be deemed to have been cured, for every purpose of this Guarantee
		Agreement, but no such waiver shall extend to any subsequent or other default
		or Event of Default or impair any right consequent thereon.
	 

	 
		SECTION 2.6 Event of Default;
		Notice
	 

	 
		(a) The Guarantee Trustee shall, within 90
		days after the occurrence of an Event of Default known to the Guarantee
		Trustee, transmit by mail, first class postage prepaid, to the Holders, notices
		of all such Events of Default, unless such defaults have been cured or waived
		before the giving of such notice, provided, except in the case of a default in
		the payment by the Guarantor of any amount due under this Guarantee Agreement,
		the Guarantee Trustee shall be
	 

	 
		 
	 

	 
		5
	 

	 
		 
	 



	 
	 

	 

	 
		protected in withholding such notice if and
		so long as a the board of directors, the executive committee or a trust
		committee of directors and/or Responsible Officers of the Guarantee Trustee in
		good faith determines that the withholding of such notice is in the interests
		of the Holders.
	 

	 
		(b) The Guarantee Trustee shall not be
		deemed to have knowledge of any Event of Default unless the Guarantee Trustee
		shall have received written notice, or a Responsible Officer of the Guarantee
		Trustee shall have actual knowledge or shall have obtained written notice, of
		such Event of Default.
	 

	 
		SECTION 2.7 Conflicting
		Interests
	 

	 
		The Trust Agreement shall be deemed to be
		specifically described in this Guarantee Agreement for the purposes of clause
		(i) of the first proviso contained in Section 310(b) of the Trust Indenture
		Act.
	 

	 
		ARTICLE III
	 

	 
		 
	 

	 
		POWERS, DUTIES AND RIGHTS OF GUARANTEE
		TRUSTEE
	 

	 
		SECTION 3.1 Powers and Duties of the
		Guarantee Trustee
	 

	 
		(a) This Guarantee Agreement shall be held
		by the Guarantee Trustee for the benefit of the Holders, and the Guarantee
		Trustee shall not transfer this Guarantee Agreement to any Person except a
		Holder exercising his or her rights pursuant to Section 5.4(iv) or to a
		Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee
		of its appointment to act as Successor Guarantee Trustee. The right, title and
		interest of the Guarantee Trustee shall automatically vest in any Successor
		Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its
		appointment hereunder, and such vesting and cessation of title shall be
		effective whether or not conveyancing documents have been executed and
		delivered pursuant to the appointment of such Successor Guarantee
		Trustee.
	 

	 
		(b) If an Event of Default hereunder or
		under the Indenture has occurred and is continuing, the Guarantee Trustee shall
		enforce this Guarantee Agreement for the benefit of the Holders.
	 

	 
		(c) The Guarantee Trustee, before the
		occurrence of any Event of Default hereunder or under the Indenture and after
		the curing or waiver of all Events of Default that may have occurred, shall
		undertake to perform only such duties as are specifically set forth in this
		Guarantee Agreement, and no implied covenants shall be read into this Guarantee
		Agreement against the Guarantee Trustee. In case an Event of Default has
		occurred hereunder or under the Indenture (that has not been cured or waived
		pursuant to Section 2.5), the Guarantee Trustee shall exercise such of the
		rights and powers vested in it by this Guarantee Agreement, and use the same
		degree of care and skill in its exercise thereof, as a prudent person would
		exercise or use under the circumstances in the conduct of his or her own
		affairs.
	 

	 
		(d) No provision of this Guarantee shall be
		construed to relieve the Guarantee Trustee from liability for its own negligent
		action, its negligent failure to act or its own bad faith or willful
		misconduct, except that:
	 

	 
		 
	 

	 
		6
	 

	 
		 
	 



	 
	 

	 

	 
		(i) prior to the occurrence of any Event of
		Default hereunder or under the Indenture and after the curing or waiving of any
		such Events of Default that may have occurred:
	 

	 
		(A) the duties and obligations of the
		Guarantee Trustee shall be determined solely by the express provisions of this
		Guarantee Agreement, and the Guarantee Trustee shall not be liable except for
		the performance of such duties and obligations as are specifically set forth in
		this Guarantee Agreement, and 
	 

	 
		(B) in the absence of bad faith on the part
		of the Guarantee Trustee, the Guarantee 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 Guarantee Trustee
		and conforming to the requirements of this Guarantee Agreement; but in the case
		of any such certificates or opinions that by any provision hereof are
		specifically required to be furnished to the Guarantee Trustee, the Guarantee
		Trustee shall be under a duty to examine the same to determine whether or not
		they conform to the requirements of this Guarantee Agreement;
	 

	 
		(ii) the Guarantee Trustee shall not be
		liable for any error of judgment made in good faith by a Responsible Officer of
		the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was
		negligent in ascertaining the pertinent facts upon which such judgment was
		made;
	 

	 
		(iii) the Guarantee Trustee shall not be
		liable with respect to any action taken or omitted to be taken by it in good
		faith in accordance with the direction of the holders of not less than the
		Holders of a majority of the outstanding principal amount of the Debentures or
		a Majority in liquidation preference of the Preferred Securities relating to
		the time, method and place of conducting any proceeding for any remedy
		available to the Guarantee Trustee, or exercising any trust or power conferred
		upon the Guarantee Trustee under this Guarantee Agreement; and
	 

	 
		(iv) no provision of this Guarantee shall
		require the Guarantee Trustee to expend or risk its own funds or otherwise
		incur personal financial liability in the performance of any of its duties or
		in the exercise of any of its rights or powers, if the Guarantee Trustee shall
		have reasonable grounds for believing that the repayment of such funds or
		liability is not reasonably assured to it under the terms of this Guarantee
		Agreement or adequate indemnity against such risk or liability is not
		reasonably assured to it.
	 

	 
		SECTION 3.2 Certain Rights of the
		Guarantee Trustee
	 

	 
		(a) Subject to the provisions of Section
		3.1:
	 

	 
		(i) The Guarantee Trustee may rely upon, 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, other evidence of
		indebtedness or other paper or document believed by it to be genuine and to
		have been signed, sent or presented by the proper party or parties.
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 



	 
	 

	 

	 
		(ii) Any direction or act of the Guarantor
		contemplated by this Guarantee Agreement shall be sufficiently evidenced by an
		Officers’ Certificate unless otherwise prescribed herein.
	 

	 
		(iii) Whenever, in the administration of
		this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a
		matter be proved or established before taking, suffering or omitting any action
		hereunder, the Guarantee Trustee (unless other evidence is herein specifically
		prescribed) may, in the absence of bad faith on its part, request and rely upon
		an Officers’ Certificate which, upon receipt of such request, shall be
		promptly delivered by the Guarantor.
	 

	 
		(iv) The Guarantee Trustee may consult with
		competent legal counsel, and the written advice or opinion of such counsel with
		respect to legal matters shall be full and complete authorization and
		protection in respect of any action taken, suffered or omitted to be taken by
		it hereunder in good faith and in accordance with such advice or opinion. Such
		counsel may be counsel to the Guarantor or any of its Affiliates and may
		include any of its employees. The Guarantee Trustee shall have the right at any
		time to seek instructions concerning the administration of this Guarantee
		Agreement from any court of competent jurisdiction. 
	 

	 
		(v) The Guarantee Trustee shall be under no
		obligation to exercise any of the rights or powers vested in it by this
		Guarantee Agreement at the request or direction of any Holder, unless such
		Holder shall have provided to the Guarantee Trustee such security and indemnity
		reasonably satisfactory to the Guarantee Trustee, against the costs, expenses
		(including reasonable attorneys’ fees and expenses) and liabilities that
		might be incurred by it in complying with such request or direction, including
		such reasonable advances as may be requested by the Guarantee Trustee; provided
		that, nothing contained in this Section 3.2(a)(v) shall be taken to relieve the
		Guarantee Trustee, upon the occurrence of an Event of Default hereunder or
		under the Indenture, of its obligation to exercise the rights and powers vested
		in it by this Guarantee Agreement.
	 

	 
		(vi) The Guarantee 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, note, other evidence of
		indebtedness or other paper or document, but the Guarantee Trustee, in its
		discretion, may make such further inquiry or investigation into such facts or
		matters as it may see fit.
	 

	 
		(vii) The Guarantee 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
		Guarantee Trustee shall not be responsible for any misconduct or negligence on
		the part of any such agent, attorney, custodian or nominee appointed with due
		care by it hereunder.
	 

	 
		(viii) Any action taken by the Guarantee
		Trustee or its agents hereunder shall bind the Holders, and the signature of
		the Guarantee Trustee or its agents alone shall be sufficient and effective to
		perform any such action. No third party shall be required to inquire as to the
		authority of the Guarantee Trustee to so act or as to its compliance with
		
	 

	 
		 
	 

	 
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		any of the terms and provisions of this
		Guarantee Agreement, both of which shall be conclusively evidenced by the
		Guarantee Trustee’s or its agent’s taking such action.
	 

	 
		(ix) Whenever in the administration of this
		Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive
		instructions with respect to enforcing any remedy or right or taking any other
		action hereunder, the Guarantee Trustee (A) may request instructions from the
		holders of a majority of the outstanding principal amount of the Debentures or
		a Majority in liquidation preference of the Preferred Securities, (B) may
		refrain from enforcing such remedy or right or taking such other action until
		such instructions are received, and (C) shall be protected in acting in
		accordance with such instructions.
	 

	 
		(b) No provision of this Guarantee Agreement
		shall be deemed to impose any duty or obligation on the Guarantee Trustee to
		perform any act or acts or exercise any right, power, duty or obligation
		conferred or imposed on it in any jurisdiction in which it shall be illegal, or
		in which the Guarantee Trustee shall be unqualified or incompetent in
		accordance with applicable law, to perform any such act or acts or to exercise
		any such right, power, duty or obligation. No permissive power or authority
		available to the Guarantee Trustee shall be construed to be a duty to act in
		accordance with such power and authority.
	 

	 
		SECTION 3.3 Indemnity
	 

	 
		The Guarantor agrees to indemnify the
		Guarantee Trustee and its officers, directors, employees and agents for, and to
		hold them harmless against, any loss, liability or expense incurred without
		negligence, bad faith or willful misconduct on the part of the Guarantee
		Trustee, arising out of or in connection with the acceptance or administration
		of this Guarantee Agreement, including the costs and expenses of defending
		itself against any claim or liability in connection with the exercise or
		performance of any of its powers or duties hereunder and including the
		reasonable fees and expenses of its counsel. The Guarantee Trustee will not
		claim or exact any lien or charge on any Guarantee Agreement as a result of any
		amount due to it under this Guarantee Agreement.
	 

	 
		The provisions of this Section 3.3 shall
		survive the termination of this Guarantee Agreement or the resignation or
		removal of the Guarantee Trustee.
	 

	 
		ARTICLE IV
	 

	 
		 
	 

	 
		GUARANTEE TRUSTEE
	 

	 
		SECTION 4.1 Guarantee Trustee;
		Eligibility
	 

	 
		(a) There shall at all times be a Guarantee
		Trustee which shall:
	 

	 
		(i) not be an Affiliate of the Guarantor or
		the Issuer; and
	 

	 
		(ii) be a Person that is eligible pursuant
		to the Trust Indenture Act to act as such and has a combined capital of at
		least 50 million U.S. dollars ($50,000,000), and shall be a corporation meeting
		the requirements of Section 310(c) of the Trust Indenture Act. If 
	 

	 
		 
	 

	 
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		such corporation publishes reports of
		condition at least annually, pursuant to law or to the requirements of the
		supervising or examining authority, then, for the purposes of this Section
		4.1(a)(ii), the combined capital and surplus of such corporation shall be
		deemed to be its combined capital and surplus as set forth in its most recent
		report of condition so published.
	 

	 
		(b) If at any time the Guarantee Trustee
		shall cease to be eligible to so act under Section 4.1(a), the Guarantee
		Trustee shall immediately resign in the manner and with the effect set out in
		Section 4.2(c).
	 

	 
		(c) If the Guarantee Trustee has or shall
		acquire any “conflicting interest” within the meaning of Section
		310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in
		all respects comply with the provisions of Section 310(b) of the Trust
		Indenture Act.
	 

	 
		SECTION 4.2 Appointment, Removal and
		Resignation of Guarantee Trustees
	 

	 
		(a) Subject to Section 4.2(b), the Guarantee
		Trustee may be appointed or removed without cause at any time by the
		Guarantor.
	 

	 
		(b) The Guarantee Trustee shall not be
		removed in accordance with Section 4.2(a) until a Successor Guarantee Trustee
		has been appointed and has accepted such appointment by written instrument
		executed by such Successor Guarantee Trustee and delivered to the
		Guarantor.
	 

	 
		(c) The Guarantee Trustee appointed to
		office shall hold office until a Successor Guarantee Trustee shall have been
		appointed or until its removal or resignation. The Guarantee Trustee may resign
		from office (without need for prior or subsequent accounting) by an instrument
		in writing executed by the Guarantee Trustee and delivered to the Guarantor,
		which resignation shall not take effect until a Successor Guarantee Trustee has
		been appointed and has accepted such appointment by instrument in writing
		executed by such Successor Guarantee Trustee and delivered to the Guarantor and
		the resigning Guarantee Trustee.
	 

	 
		(d) If no Successor Guarantee Trustee shall
		have been appointed and accepted appointment as provided in this Section 4.2
		within 60 days after delivery to the Guarantor of an instrument of resignation,
		the resigning Guarantee Trustee may petition any court of competent
		jurisdiction for appointment of a Successor Guarantee Trustee. Such court may
		thereupon, after prescribing such notice, if any, as it may deem proper,
		appoint a Successor Guarantee Trustee.
	 

	 
		ARTICLE V
	 

	 
		 
	 

	 
		GUARANTEE
	 

	 
		SECTION 5.1 Guarantee
	 

	 
		The Guarantor hereby irrevocably and
		unconditionally guarantees to each Holder the due and punctual payment of the
		principal of, any premium and interest (including any Additional Interest) on,
		any Additional Amounts, and, if applicable, any Additional Sums with respect to
		any Debenture held by such Holder, when and as the same shall become due and
		payable, whether at maturity, by acceleration, redemption, repayment or
		otherwise, in 
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 



	 
	 

	 

	 
		accordance with the terms of such Debenture
		and of the Indenture. The Guarantor further agrees that, as between the
		Guarantor, on the one hand, and the Holders and the Guarantee Trustee, on the
		other hand, the maturity of the Debentures guaranteed hereby may be accelerated
		as provided in Article 5 of the Indenture for the purposes of this Guarantee,
		notwithstanding any stay, injunction or other prohibition preventing such
		acceleration in respect of the Debentures guaranteed hereby.
	 

	 
		SECTION 5.2
		Waiver of Notice and Demand
	 

	 
		The Guarantor hereby waives notice of
		acceptance of this Guarantee Agreement and of any liability to which it applies
		or may apply, presentment, demand for payment, any right to require a
		proceeding first against the Guarantee Trustee, the Issuer or any other Person
		before proceeding against the Guarantor, protest, notice of nonpayment, notice
		of dishonor, notice of redemption and all other notices and demands.
	 

	 
		SECTION 5.3 Obligations Not Affected
	 

	 
		The obligations, covenants, agreements and
		duties of the Guarantor under this Guarantee shall be as if it were a principal
		debtor, and not merely a surety, and shall in no way be affected or impaired by
		reason of the happening from time to time of any of the following:
	 

	 
		(a) the release or waiver, by operation of
		law or otherwise, of the performance or observance by the Issuer of any express
		or implied agreement, covenant, term or condition relating to the Debentures to
		be performed or observed by the Issuer;
	 

	 
		(b) any failure, omission, delay or lack of
		diligence on the part of the Holders to enforce, assert or exercise any right,
		privilege, power or remedy conferred on the Holders pursuant to the terms of
		the Debentures, or any action on the part of the Issuer granting indulgence or
		extension of any kind;
	 

	 
		(c) the voluntary or involuntary
		liquidation, dissolution, sale of any collateral, receivership, insolvency,
		bankruptcy, assignment for the benefit of creditors, reorganization,
		arrangement, composition or readjustment of debt of, or other similar
		proceedings affecting, the Issuer or any of the assets of the Issuer;
	 

	 
		(d) any invalidity or unenforceability of,
		or defect or deficiency in, the Debentures; or
	 

	 
		(e) any other circumstance whatsoever that
		might otherwise constitute a legal or equitable discharge or defense of a
		guarantor, it being the intent of this Section 5.3 that the obligations of the
		Guarantor hereunder shall be absolute and unconditional under any and all
		circumstances.
	 

	 
		There shall be no obligation of the Holders
		to give notice to, or obtain the consent of, the Guarantor with respect to the
		happening of any of the foregoing.
	 

	 
		 
	 

	 
		11
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 5.4 Rights of Holders
	 

	 
		The Guarantor expressly acknowledges that:
		(i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be
		held for the benefit of the Holders; (ii) the Guarantee Trustee has the right
		to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders
		of a majority of the principal amount of the outstanding Debentures have the
		right to direct the time, method and place of conducting any proceeding for any
		remedy available to the Guarantee Trustee in respect of this Guarantee
		Agreement or to direct the exercise of any trust or power conferred upon the
		Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder may, to
		the extent permitted by law, institute a legal proceeding directly against the
		Guarantor to enforce its rights under this Guarantee Agreement, without first
		instituting a legal proceeding against the Guarantee Trustee, the Issuer or any
		other Person. The Guarantor waives any right or remedy to require that any
		action on this Guarantee Agreement be brought first against the Issuer or any
		other Person or entity before proceeding directly against the Guarantor.

	 

	 
		SECTION 5.5 Guarantee of Payment
	 

	 
		This Guarantee creates a guarantee of
		payment and not of collection. This Guarantee Agreement will not be discharged
		except by payment in full of all amounts (without duplication of amounts
		theretofore paid by the Issuer) owed under the Debentures.
	 

	 
		SECTION 5.6 Subrogation
	 

	 
		The Guarantor shall be subrogated to all
		rights, if any, of the Holders against the Issuer in respect of any amounts
		paid to such Holders by the Guarantor under this Guarantee Agreement; provided,
		however, that the Guarantor shall not (except to the extent required by
		mandatory provisions of applicable law) be entitled to enforce or exercise any
		right that it may acquire by way of subrogation or any indemnity, reimbursement
		or other agreement, in all cases as a result of payment under this Guarantee
		Agreement, if, at the time of any such payment, any amounts are due and unpaid
		under this Guarantee Agreement. If any amount shall be paid to the Guarantor in
		violation of the preceding sentence, the Guarantor agrees to hold such amount
		in trust for the Holders and to pay over such amount to the Holders.
	 

	 
		SECTION 5.7 Independent Obligations
	 

	 
		The Guarantor acknowledges that its
		obligations hereunder are independent of the obligations of the Issuer with
		respect to the Debentures, and that the Guarantor shall be liable as principal
		and as debtor hereunder to make all payments with respect to the Debentures
		pursuant to the terms of this Guarantee Agreement notwithstanding the
		occurrence of any event referred to in subsections (a) through (e), inclusive,
		of Section 5.3 hereof.
	 

	 
		SECTION 5.8 Net Payments
	 

	 
		All payments required to be made hereunder
		shall be made by the Guarantor without withholding or deduction at source for,
		or on account of, any present or future taxes, fees, duties, assessments or
		governmental charges of whatever nature imposed or levied by or on behalf of
		the Islands of Bermuda or such other jurisdiction in which the Guarantor (or
		any of its successors under the Guarantee Agreement) may be organized (each, a
		“taxing
		jurisdiction”) or any political
		
	 

	 
		 
	 

	 
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		subdivision or taxing authority thereof or
		therein, unless such taxes, fees, duties, assessments or governmental charges
		are required to be withheld or deducted by (i) the laws (or any regulations or
		ruling promulgated thereunder) of a taxing jurisdiction or any political
		subdivision or taxing authority thereof or therein or (ii) an official position
		regarding the application, administration, interpretation or enforcement of any
		such laws, regulations or rulings (including, without limitation, a holding by
		a court of competent jurisdiction or by a taxing authority in a taxing
		jurisdiction or any political subdivision thereof). If a withholding or
		deduction at source is required, the Guarantor shall, subject to certain
		limitations and exceptions set forth below, pay to the Holder of any Debenture
		such Additional Amounts as may be necessary so that every guarantee payment
		made to such Holder, after such withholding or deduction, shall not be less
		than the amount provided for in the Indenture and this Guarantee Agreement to
		be then due and payable; provided, however, that the Guarantor shall not be
		required to make payment of such Additional Amounts for or on account
		of:
	 

	 
		(1) any tax, fee, duty, assessment or
		governmental charge of whatever nature which would not have been imposed but
		for the fact that such Holder: (A) was a resident, domiciliary or national of,
		or engaged in business or maintained a permanent establishment or was
		physically present in, the relevant taxing jurisdiction or any political
		subdivision thereof or otherwise had some connection with the relevant taxing
		jurisdiction other than by reason of the mere ownership of, or receipt of
		payment under, such Debenture; (B) presented such Debenture for payment in the
		relevant taxing jurisdiction or any political subdivision thereof, unless such
		Debenture could not have been presented for payment elsewhere; or (C) presented
		such Debenture more than thirty (30) days after the date on which the payment
		in respect of such Debenture first became due and payable or provided for,
		whichever is later, except to the extent that the Holder would have been
		entitled to such Additional Amounts if it had presented such Debenture for
		payment on any day within such period of thirty (30) days;
	 

	 
		(2) any estate, inheritance, gift, sale,
		transfer, personal property or similar tax, assessment or other governmental
		charge;
	 

	 
		(3) any tax, assessment or other
		governmental charge that is imposed or withheld by reason of the failure by the
		Holder or the beneficial owner of such Debenture to comply with any reasonable
		request by the Issuer addressed to the Holder within 90 days of such request
		(A) to provide information concerning the nationality, residence or identity of
		the Holder or such beneficial owner or (B) to make any declaration or other
		similar claim or satisfy any information or reporting requirement, which, in
		the case of (A) or (B), is required or imposed by statute, treaty, regulation
		or administrative practice of the relevant taxing jurisdiction or any political
		subdivision thereof as a precondition to exemption from all or part of such
		tax, assessment or other governmental charge; or
	 

	 
		(4) any combination of items (1), (2) and
		(3); 
	 

	 
		nor shall Additional Amounts be paid with
		respect to any Guarantee Payment to any Holder who is a fiduciary or
		partnership or other than the sole beneficial owner of the related Debenture,
		but only to the extent such payment would be required by the laws of the
		relevant taxing jurisdiction (or any political subdivision or relevant taxing
		authority thereof or therein) to be included in the income for tax purposes of
		a beneficiary or partner or settlor with respect to such fiduciary or a 

	 

	 
		 
	 

	 
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		member of such partnership or a beneficial
		owner who would not have been entitled to such Additional Amounts had it been
		the Holder of such Debenture.
	 

	 
		ARTICLE VI
	 

	 
		 
	 

	 
		LIMITATION OF TRANSACTIONS; RANKING
	 

	 
		SECTION 6.1 Limitation of Transactions
	 

	 
		The Guarantor hereby covenants and agrees
		that, so long as any Debentures remain outstanding, 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 shares of the Guarantor or (b)
		make any payment of principal of, interest or premium, if any, on or repay,
		repurchase or redeem any debt security of the Guarantor that ranks equal to or
		junior in interest to the Debentures or the guarantee in respect thereof, as
		the case may be, or make any guarantee payments with respect to any guarantee
		by the Guarantor of the debt securities of any Subsidiary of the Guarantor if
		such guarantee ranks equal to or junior in interest to the Debentures or the
		guarantee in respect thereof, as the case may be (other than (i) dividends or
		distributions in shares of, or options, warrants, rights to subscribe for or
		purchase shares of, common shares of the Guarantor, (ii) any declaration of a
		dividend in connection with the implementation of a stockholder’s rights
		plan, or the issuance of stock under any such plan in the future, or the
		redemption or repurchase of any such rights pursuant thereto, (iii) the
		purchase of fractional shares resulting from a reclassification of the
		Guarantor’s capital stock, (iv) the exchange or conversion of any class or
		series of the Guarantor’s (or any Subsidiary’s) capital stock for
		another class or series of the Guarantor’s (or any Subsidiary’s)
		capital stock or of any class or series of the Guarantor’s (or any
		Subsidiary’s) indebtedness, (v) the purchase of fractional interests in
		shares of the Guarantor’s capital stock pursuant to the conversion or
		exchange provisions of such capital stock or the security being converted or
		exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of
		capital stock of the Guarantor or any subsidiary under any employment agreement
		or benefit plan for the benefit of the Guarantor’s directors, officers, or
		employees, or any dividend reinvestment or director, officer or employee stock
		purchase plan of the Guarantor) if at such time (1) there shall have occurred
		any event of which the Guarantor has actual knowledge that (A) with the giving
		of notice or the lapse of time or both, would constitute an Event of Default
		under the Indenture and (B) in respect of which the Guarantor shall not have
		taken reasonable steps to cure, (2) the Guarantor shall be in default with
		respect to its payment of any obligations under this Guarantee Agreement or (3)
		the Issuer shall have given notice of election to begin an Extension Period
		with respect to the Debentures as provided in the Indenture and shall not have
		rescinded such notice, or such Extension Period, or any extension thereof,
		shall be continuing.
	 

	 
		SECTION 6.2 Ranking
	 

	 
		This Guarantee Agreement will constitute an
		unsecured obligation of the Guarantor and will rank (i) subordinate and junior
		in right of payment to Guarantor Senior Indebtedness, it being understood that
		the terms of Article 16 of the Indenture shall apply to the obligations of the
		Guarantor under this Guarantee Agreement as if (x) such Article 16 were set
		forth herein in full, (y) such guarantee obligations provided were substituted
		for the term “Securities” appearing in 
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 



	 
	 

	 

	 
		such Article 16 and (z) the Guarantor were
		substituted for the term “Company” appearing in such Article 16 and
		(ii) senior to the Guarantor’s common shares.
	 

	 
		SECTION 6.3
		Pari Passu Guarantees
	 

	 
		This Guarantee Agreement shall rank pari
		passu with any similar guarantee agreements issued by the Guarantor on behalf
		of holders of junior subordinated debentures issued by any entity affiliated
		with the Guarantor which is a financing vehicle of the Guarantor to any other
		entity affiliated with the Guarantor which is a financing vehicle of the
		Guarantor in connection with the issuance by such other entity of preferred
		securities or other securities which are similar to preferred securities, which
		junior subordinated debentures are guaranteed by the Guarantor pursuant to an
		instrument that ranks pari passu in right of payment to this Guarantee
		Agreement.
	 

	 
		ARTICLE VII
	 

	 
		 
	 

	 
		TERMINATION
	 

	 
		SECTION 7.1 Termination
	 

	 
		This Guarantee shall terminate and be of no
		further force and effect upon (i) full payment of the Redemption Price of all
		Debentures and all other amounts then due and payable under the Indenture, or
		(ii) the full payment of the amounts payable in accordance with the Trust
		Agreement upon liquidation of the Trust. Notwithstanding the foregoing, this
		Guarantee Agreement will continue to be effective or will be reinstated, as the
		case may be, if at any time any Holder must restore payment of any sums paid
		with respect to the Debentures or under this Guarantee Agreement.
	 

	 
		ARTICLE VIII
	 

	 
		 
	 

	 
		MISCELLANEOUS
	 

	 
		SECTION 8.1  Successors and Assigns
	 

	 
		All guarantees and agreements contained in
		this Guarantee Agreement shall bind the successors, assigns, receivers,
		trustees and representatives of the Guarantor and shall inure to the benefit of
		the Holders of the Debentures then outstanding. Except in connection with a
		consolidation, merger, or sale involving the Guarantor that is permitted under
		Article 8 of the Indenture and pursuant to which the assignee agrees in writing
		to perform the Guarantor’s obligations hereunder, the Guarantor shall not
		assign its obligations hereunder.
	 

	 
		SECTION 8.2 Amendments
	 

	 
		Except with respect to any changes that do
		not adversely affect the rights of Holders in any material respect (in which
		case no consent of Holders will be required) and any changes to Sections 5 and
		6.1 hereof, which may only be amended in writing with the prior approval of
		each Holder of the Preferred Securities then outstanding, this Guarantee
		Agreement may only be amended in writing by the parties hereto with the prior
		approval of the Holders of at least a 
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
		Majority in liquidation preference of the
		Preferred Securities. The provisions of Article 15 of the Indenture concerning
		meetings of Holders apply to the giving of such approval.
	 

	 
		SECTION 8.3 Notices
	 

	 
		Any notice, request or other communication
		required or permitted to be given hereunder shall be in writing, duly signed by
		the party giving such notice, and shall be delivered, telecopied or mailed by
		first class mail, as follows:
	 

	 
		(a) If given to the Guarantee Trustee, at
		the Guarantee Trustee’s mailing address set forth below (or such other
		address as the Guarantee Trustee may give notice of to the Guarantor and the
		Holders):
	 

	 
		Deutsche Bank Trust Company Americas
	 

	 
		60 Wall Street 
	 

	 
		MS NYC 60-2515
	 

	 
		New York, New York 10005
	 

	 
		Attention: [Institutional Trust
		Services]
	 

	 
		(b) If given to the Guarantor, at the
		Guarantor’s mailing address set forth below (or such other address as the
		Guarantor may give notice of to the Holders):
	 

	 
		RenaissanceRe Holdings Ltd.
	 

	 
		Renaissance House
	 

	 
		8-20 East Broadway
	 

	 
		Pembroke HM 19
	 

	 
		Bermuda
	 

	 
		Attention: General Counsel
	 

	 
		with a copy to:
	 

	 
		Willkie Farr & Gallagher LLP
	 

	 
		787 Seventh Avenue
	 

	 
		New York, New York 10019
	 

	 
		Attention: John S. D’Alimonte,
		Esq.
	 

	 
		(c) If given to the Issuer, in care of the
		Guarantee Trustee, at the Issuer’s (and the Guarantee Trustee’s)
		address set forth below or such other address as the Guarantee Trustee on
		behalf of the Issuer may give notice to the Holders:
	 

	 
		RenaissanceRe Finance Inc.
	 

	 
		c/o Glencoe U.S. Holdings Inc.
	 

	 
		5080 Spectrum Drive
	 

	 
		Suite 900 East
	 

	 
		Addison, Texas 75001
	 

	 
		Attention: General Counsel
	 

	 
		with a copy to:
	 

	 
		 
	 

	 
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		Attention: Institutional Trust
		Services
	 

	 
		(d) If given to any Holder, at the address
		set forth on the books and records of the Issuer.
	 

	 
		All such notices shall be deemed to have
		been given when received in person, telecopied with receipt confirmed, or
		mailed by first class mail, postage prepaid except that if a notice or other
		document is refused delivery or cannot be delivered because of a changed
		address of which no notice was given, such notice or other document shall be
		deemed to have been delivered on the date of such refusal or inability to
		deliver.
	 

	 
		SECTION 8.4 Holders of Preferred Securities as Third Party
		Beneficiaries.
	 

	 
		The Guarantor 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 Guarantee Agreement. The Guarantor further acknowledges
		that, if an Event of Default has occurred and is continuing and is attributable
		to the failure of the Guarantor to pay the principal of or premium, if any, or
		interest on or Additional Amounts with respect to the Debentures, any holder of
		the Preferred Securities of such RenaissanceRe Trust may institute a Direct
		Action against the Guarantor.
	 

	 
		SECTION 8.5 Benefit
	 

	 
		This Guarantee is solely for the benefit of
		the Holders and is not separately transferable from the Debentures.
	 

	 
		SECTION 8.6 Governing Law
	 

	 
		THIS GUARANTEE SHALL BE GOVERNED BY, AND
		CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
		APPLICABLE TO AGREEMENTS MADE AND PERFORMED IN THAT STATE.
	 

	 
		SECTION 8.7 Interpretation
	 

	 
		In this Guarantee, unless the context
		otherwise requires:
	 

	 
		(a) capitalized terms used in this Guarantee
		Agreement, but not defined in the preamble hereto have the respective meanings
		assigned to them in Section 1.1 or in the Indenture, as the case may be;

	 

	 
		(b) a term defined anywhere in this
		Guarantee Agreement has the same meaning throughout;
	 

	 
		(c) all references to “the Guarantee
		Agreement” or “this Guarantee Agreement” are to this Guarantee
		Agreement as modified, supplemented or amended from time to time;
	 

	 
		 
	 

	 
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		(d) all references in this Guarantee
		Agreement to Articles and Sections are to Articles and Sections of this
		Guarantee Agreement, unless otherwise specified;
	 

	 
		(e) a term defined in the Trust Indenture
		Act has the same meaning when used in this Guarantee Agreement, unless
		otherwise defined in this Guarantee Agreement or unless the context otherwise
		requires; 
	 

	 
		(f) a reference to the singular includes the
		plural and vice versa; and
	 

	 
		(g) the masculine, feminine, or neuter
		genders used herein shall include the masculine, feminine and neuter
		genders.
	 

	 
		SECTION 8.8 Submission to Jurisdiction
	 

	 
		The Guarantor agrees that any judicial
		proceedings instituted in relation to any matter arising under this Guarantee
		Agreement 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 Guarantee Agreement, the Guarantor
		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 Guarantor also
		irrevocably and unconditionally waives for the benefit of the Guarantee Trustee
		and the Holders 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
		Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints,
		for the benefit of the Guarantee Trustee and the Holders for the term of this
		Guarantee Agreement, Glencoe U.S. Holdings Inc., 5080 Spectrum Drive, Suite 900
		East, Addison, Texas, 75001, 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
		Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019,
		Attention: John S. D’Alimonte, Esq.) 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 Guarantor to be effective and binding service
		on it in every respect whether or not the Guarantor 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 the obligations of the
		Guarantor hereunder remain outstanding, or until the appointment of a successor
		located in New York or Texas by the Guarantor and such successor’s
		acceptance of such appointment. Upon such acceptance, the Guarantor shall
		notify the Guarantee Trustee in writing of the name and address of such
		successor. The Guarantor further agrees for the benefit of the Guarantee
		Trustee and the Holders 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 Glencoe U.S. Holdings Inc. in
		full force and effect so long as any of the Debentures or the obligations of
		the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not
		be obligated and shall have no responsibility with respect to any failure by
		the Guarantor 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 Guarantee Trustee or any Holder to institute proceedings against the
		Guarantor in the courts of any other jurisdiction or jurisdictions.
	 

	 
		 
	 

	 
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		SECTION 8.9 Judgment Currency
	 

	 
		The Guarantor 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 any guarantee payment (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 Guarantee 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 Guarantee Agreement 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 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 Guarantee Agreement. 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.
		
	 

	 
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		THIS GUARANTEE AGREEMENT is executed as of
		the day and year first above written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  RENAISSANCERE HOLDINGS LTD.,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				          as
				  Guarantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK TRUST COMPANY
				  AMERICAS,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				           as
				  Guarantee Trustee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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