Exhibit 10.20

                                 AMENDMENT NO. 1

                                     TO THE

                            2001 STOCK INCENTIVE PLAN

                                       OF

                           RENAISSANCERE HOLDINGS LTD.



         This Amendment No. 1 (the "Amendment") to the 2001 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 10(k) 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)