Item 1.01. Entry into a Material Definitive Agreement.

Effective as of April 27, 2007, Renaissance Reinsurance Ltd., Renaissance Reinsurance of Europe, Glencoe Insurance Ltd., DaVinci Reinsurance Ltd. (the “Account Parties”), RenaissanceRe Holdings Ltd. (the “Company”), the banks and financial institutions parties thereto (collectively, the “Lenders”), Wachovia Bank, National Association (“Wachovia”), as issuing bank, administrative agent, and collateral agent for the Lenders, and certain other agents entered into the Second Amended and Restated Reimbursement Agreement (the “Second Amended and Restated Agreement” or the “Agreement”), amending in certain respects and restating the First Amended and Restated Reimbursement Agreement, dated as of March 31, 2004, as amended, among the Account Parties, the Company, Wachovia and certain other agents and lenders (the “First Amended and Restated Agreement”), and certain related agreements .

The Second Amended and Restated Agreement serves as the Company’s principal secured letter of credit facility. The Second Amended and Restated Agreement, as compared to the First Amended and Restated Agreement, among other things, (i) extends the term of the agreement to April 27, 2010; (ii) reduces the total commitment thereunder from $1.725 billion to $1.4 billion; (iii) provides for the potential increase of the total commitment to up to $1.8 billion if certain conditions are met; and (iv) increases the minimum net worth requirement with respect to DaVinci Reinsurance Ltd. by $150 million to $300 million.

Advances under the facility bear interest at the Base Rate (as defined in the Agreement) and, if repayment is made after the due date, at the Base Rate plus 2% from the due date until the payment date. The Agreement contains representations, warranties and covenants customary for bank loan facilities of this nature. In addition to customary covenants which limit the ability of the Company, RIHL (as defined below), and any of the Account Parties to merge, consolidate, or sell or transfer any or all of its assets, or acquire all or substantially all of the assets or equity interests of another entity, except under certain circumstances, the Agreement also requires the Company to maintain a net worth in an amount not less than $750 million, and DaVinci Reinsurance Ltd. to maintain a net worth in an amount not less than $300 million.

The facility accepts as collateral shares issued by the Company’s subsidiary Renaissance Investment Holdings Ltd (“RIHL”). The Company’s participating operating subsidiaries and managed joint ventures have pledged (and must maintain as pledged) RIHL shares issued to them with a sufficient collateral value to support their respective obligations under the facility, including reimbursement obligations for outstanding letters of credit. The participating subsidiaries and joint ventures have the option to post alternative forms of collateral. In addition, for liquidity purposes, in order to be permitted to pledge RIHL shares as collateral, each participating subsidiary and joint venture must maintain additional unpledged RIHL shares that have a net asset value at least equal to 15% of its facility usage, and RIHL shares having an aggregate net asset value equal to at least 15% of the net asset value of all outstanding RIHL shares must remain unencumbered. In the event of the occurrence and continuation of an event of default under the facility, the Lenders may terminate their respective obligations to issue letters of credit and accelerate the outstanding obligations under the Agreement, or may exercise certain remedies under the Agreement, including redemption of pledged shares and conversion of the collateral into cash or eligible marketable securities.

The description of the Second Amended and Restated Agreement contained herein is qualified in its entirety by reference to the Second Amended and Restated Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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