Amendment No. 3 to the Second Amended and Restated 1993 Stock Incentive Plan of RenaissanceRe Holdings Ltd.

Summary

This amendment updates the RenaissanceRe Holdings Ltd. 1993 Stock Incentive Plan to allow the company’s Board of Directors to permit participants to transfer certain stock options and shares to family members for value, in addition to transfers not for value. All other terms of the plan remain unchanged. The amendment is effective as of May 4, 2001, and is executed by the company’s Executive Vice President and Chief Financial Officer.

EX-10.21 5 file004.txt AMENDMENT NO. 3 TO THE SECOND AMENDED Exhibit 10.21 AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED 1993 STOCK INCENTIVE PLAN OF RENAISSANCERE HOLDINGS LTD. This Amendment No. 3 (the "Amendment") to the Second Amended and Restated 1993 Stock Incentive Plan of RenaissanceRe Holdings Ltd. (the "Plan") is made effective as of this 4th day of May, 2001. Pursuant to resolutions of the Board of Directors (the "Board") of RenaissanceRe Holdings Ltd. (the "Company") dated May 4, 2001, the Plan is hereby amended as follows: 1. Section 9(j) of the Plan is hereby amended by adding the following sentence at the end thereof: "In addition to a transfer not for "value" as described above, the Committee may, in its sole discretion, at the time of grant or at any time thereafter, allow any Participant to transfer to the Participant's "family members" Options that are not ISOs, Restricted Stock, Bonus Shares and Base Shares granted to such Participant, for "value." 2. Except as expressly provided herein, the terms and conditions of the Plan shall remain unchanged. RENAISSANCERE HOLDINGS LTD. By: /s/ John M. Lummis Name: John M. Lummis Title: Executive Vice President and Chief Financial Officer (Principal Accounting Officer)