THIRD AMENDMENT AGREEMENT

THIRD AMENDMENT AGREEMENT

THIS THIRD AMENDMENT AGREEMENT (this “Amendment”), dated as of June 18, 2007, is among RENAISSANCERE HOLDINGS LTD. (the “Borrower”), the Lenders listed on the signature pages hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as LC Issuer and BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders.

W I T N E S S E T H:

WHEREAS, the parties hereto are parties to that certain Second Amended and Restated Credit Agreement dated as of August 6, 2004 (as amended and supplemented to date, the “Credit Agreement”);

WHEREAS, the parties hereto wish to amend the Credit Agreement as hereinafter set forth;

NOW, THEREFORE, the parties hereto, in consideration of the premises and the mutual agreements herein contained, hereby agree as follows:

Section 1. Credit Agreement Definitions. Capitalized terms used herein that are defined in the Credit Agreement shall have the same meanings when used herein unless otherwise defined herein.

Section 2. Amendments To Credit Agreement. Effective on (and subject to the occurrence of) the Third Amendment Effective Date (as defined below), the Credit Agreement shall be amended as follows:

(a) Section 7.10 of the Credit Agreement is amended in its entirety to read as follows:

Section 7.10 Dividends, etc. Not, and not permit its Subsidiaries to, (a) declare or pay any dividends on any of its capital stock (other than pro rata payments of dividends by a Subsidiary to the Borrower and such Subsidiary’s other shareholders), (b) purchase or redeem any capital stock of the Borrower or any Subsidiary or any warrants, options or other rights in respect of such stock (other than the pro rata purchase or redemption by a Subsidiary of its capital stock, warrants, options or other rights in respect of such stock and redemptions by RIHL of its redeemable preference shares), (c) purchase or redeem or prepay, prior to its scheduled payment date, any Debt (other than the Credit Extensions), or (d) set aside funds for any of the foregoing (collectively “Restricted Payments”); except that (i) the Borrower may declare or pay any Restricted Payment described in clauses (a), (b) or (c) above provided no Default or Event of Default has occurred and is continuing on the date of such declaration or payment or would result therefrom, (ii) the Borrower may pay dividends on any of its preference shares provided no Event of Default under Section 7.1 [Debt to Capital Ratio], Section 7.2 [Net Worth/Renaissance Net Worth], Section 8.1(a) [Non-Payment of Loan]or Section 8.1(b) [Non-Payment of Interest, Fees, etc.] and no Default or Event of Default under Section 8.1 (e) [Bankruptcy, Insolvency, etc.] has occurred and is continuing on the date of such declaration or payment, and (iii) any Insurance Subsidiary may pay any