DIRECTOR SHARES GRANT NOTICE AND AGREEMENT

Subject to the Holder’s continued membership on the Board of Directors of the Company (the “Board”), the Director Shares shall vest and become exercisable as to one-third (1/3) of the shares on each of March 1, 2017, March 1, 2018 and March 1, 2019.

In the event of a termination of the Holder’s membership on the Board (i) by reason of the death or permanent disability of the Holder, or (ii) if the Holder is requested, by the Board, to resign the Holder’s membership on the Board for any reason other than for cause, including without limitation because of the Holder’s resignation in conjunction with guidelines or policies of the Board with respect to retirement age, all Director Shares which have not vested as of the date of such termination shall become immediately vested. In the event of a termination of the Holder’s membership on the Board (i) for cause, or (ii) by the Holder unilaterally on his or her own accord, all Director Shares which have not vested as of the date of such termination shall be forfeited as of such date.

The Holder shall have the right to receive dividends and other rights of a shareholder with respect to the Director Shares.

Director Shares shall be non-transferable during any period after the grant date that such Director Shares are subject to vesting restrictions, but shall otherwise be transferable by the Holder, subject to any applicable securities law restrictions. Director Shares subject to vesting shall bear the following legend until the end of the vesting period with respect to such shares: “Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of a Director Shares Grant Notice and Agreement, dated as of March 1, 2016, between RenaissanceRe Holdings Ltd. and [_____]. A copy of such agreement is on file at the offices of RenaissanceRe Holdings Ltd.”

Notwithstanding anything herein to the contrary, the Committee may, in its sole discretion, at the time of grant or at any time thereafter, allow any Participant to transfer to the Holder’s “family members” (as defined below) the Director Shares granted to the Holder, whether or not for value. The term “family members” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Holder) control the management of assets, and any other entity in which these persons (or the Holder) own more than fifty percent of the voting interests.

The Director Shares granted hereunder shall be registered in the Holder’s name on the books of the Company, but the certificates evidencing such Director Shares shall be retained by the Company while the Director Shares remains unvested, and for such additional time as the Committee determines appropriate.