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Second Amended And Restated Rihl Undertaking And Agreement

This is an actual contract by Renaissancere Holdings.

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Sectors: Insurance
Governing Law: New York, View New York State Laws
Effective Date: April 22, 2010
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Exhibit 10.3

Execution Version

SECOND AMENDED AND RESTATED

RIHL UNDERTAKING AND AGREEMENT

THIS SECOND AMENDED AND RESTATED RIHL UNDERTAKING AND AGREEMENT , dated as of the 22nd day of April, 2010 (this " Agreement" ), is made by RENAISSANCE INVESTMENT HOLDINGS LTD ., a Bermuda company (" RIHL" ), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wachovia Bank, National Association) (" Wells Fargo" ), as Administrative Agent, and the other Lender Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in, or by reference in, the Reimbursement Agreement referred to below.

RECITALS

A. Certain Subsidiaries and Affiliates (the " Account Parties" ) of RenaissanceRe Holdings Ltd. (" RenRe" ), RenRe, certain banks and other financial institutions (collectively, the " Lenders" ), Wells Fargo, as Administrative Agent, Issuing Bank and Collateral Agent, Bank of America, N.A., as Syndication Agent, and ING Bank N.V., London Branch, as Documentation Agent (the Lenders, Wells Fargo in each of its capacities, the Syndication Agent and the Documentation Agent, collectively, the " Lender Parties" ), are parties to a Third Amended and Restated Reimbursement Agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the " Reimbursement Agreement" ), providing for the availability of certain letter of credit facilities to the Account Parties upon the terms and conditions set forth therein. The Reimbursement Agreement amends and restates the reimbursement agreement initially dated as of December 20, 2002, as amended by a first amended and restated reimbursement agreement dated as of March 31, 2004, as amended by a second amended and restated reimbursement agreement dated as of April 27, 2007, and as further amended up to but not including the date hereof, among the Account Parties, RenRe, the lenders party thereto, Wells Fargo and certain other named agents party thereto (such reimbursement agreement, as amended up to but not including the date hereof, the " Existing Reimbursement Agreement" ).

B. This Agreement amends and restates the RIHL Undertaking and Agreement initially dated as of December 20, 2002, as amended and restated by the Amended and Restated RIHL Undertaking and Agreement, dated as of April 27, 2007, and as further amended up to but not including the date hereof, between RIHL and Wells Fargo (the " Existing RIHL Agreement" ).

C. It was a condition to the extension of credit to the Account Parties under the Existing Reimbursement Agreement, and remains a condition under the Reimbursement Agreement, that each of the Account Party enter into a Pledge and Security Agreement under which it pledges to the Collateral Agent certain Collateral which may include certain Redeemable Preference Shares issued by RIHL and owned beneficially by such Account Party, together with certain other Collateral, including redemption proceeds of the Redeemable Preference Shares (each being a " Pledge Agreement" ). To the extent that Redeemable Preference Shares are pledged to the Collateral Agent under the Pledge Agreements, the Lender Parties are secured by, and have certain rights to exercise redemption and related rights in respect of such Redeemable Preference Shares. The Account Parties and RIHL are engaged in related

businesses and RIHL holds, invests and manages a substantial part of the investment portfolios of each of the Account Parties to which it has issued Redeemable Preferred Shares, which investment portfolios will, directly or indirectly, constitute the Collateral under the Pledge Agreements.

D. It was a further condition to the extension of credit to the Account Parties under the Existing Reimbursement Agreement, and remains a condition under the Reimbursement Agreement, that RIHL shall have agreed, by executing and delivering first the Existing RIHL Agreement and now this Agreement, to take certain actions and make certain other covenants in support of the Obligations of the Account Parties under the Credit Documents. The Lender Parties are relying on this Agreement in their decision to extend credit to the Account Parties under the Reimbursement Agreement, and would not enter into the Reimbursement Agreement without this Agreement.

E. Each of the shareholders of RIHL irrevocably and unconditionally consents to the terms of this Agreement and the related RIHL Pledge Agreement and RIHL Control Agreements referred to herein, and to the performance by RIHL of this Agreement and the other Credit Documents (including the RIHL Pledge Agreement and RIHL Control Agreement) in accordance with the terms thereof, by their acknowledgement and countersignature of this Agreement, and each subsequent shareholder of RIHL will enter into a similar consent as a condition of acquiring its shareholding in RIHL.

STATEMENT OF AGREEMENT

NOW, THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, to induce the Lender Parties to enter into the Reimbursement Agreement and to induce the Lenders to extend credit to the Account Parties thereunder, RIHL hereby agrees as follows:

1. Representations and Warranties . RIHL represents and warrants to the Lender Parties as follows:

(a) Corporate Organization and Power . RIHL (i) is a company duly organized, validly existing and in good standing under the laws of Bermuda, (ii) has the full corporate power and authority to execute, deliver and perform the Credit Documents to which it is or will be a party, to own and hold its property and to engage in its business as presently conducted, and (iii) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified, except where the failure to so qualify would not be reasonably likely to have a Material Adverse Effect.

(b) Authorization; Enforceability . RIHL has taken all necessary corporate action to execute, deliver and perform each of the Credit Documents to which it is or will be a party, and has validly executed and delivered each of the Credit Documents to which it is or will be a party. All of RIHL' s shareholders have acknowledged and consented to this Agreement and directed RIHL to enter into and perform this Agreement in accordance with its terms. This Agreement constitutes, and each of the other Credit


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Documents to which RIHL is a party upon execution and delivery by RIHL will constitute, the legal, valid and binding obligation of RIHL, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights against RIHL generally, by general equitable principles or by principles of good faith and fair dealing.

(c) No Violation . The execution, delivery and performance by RIHL of this Agreement and each of the other Credit Documents to which it is or will be a party, and compliance by it with the terms hereof and thereof, do not and will not (i) violate any provision of its memorandum of association or Bye-laws or contravene any other Requirement of Law applicable to it, (ii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any indenture, agreement or other instrument to which it is a party, by which it or any of its properties is bound or to which it is subject, or (iii) except for the Liens granted in favor of the Collateral Agent pursuant to the Security Documents, result in or require the creation or imposition of any Lien upon any of its properties or assets.

(d) Governmental and Third-Party Authorization; Permits . No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by RIHL of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings and other actions necessary to perfect the Liens created by the Security Documents and (ii) consents, authorizations and filings that have been made or obtained and that are (or on the Restatement Effective Date will be) in full force and effect, which consents, authorizations and filings are listed on Schedule 1(d) . RIHL has, and is in good standing with respect to, all governmental approvals, licenses, permits and authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties except where the failure to have any approval, license, permit or authorization would not reasonably be expected to have a Material Adverse Effect.

(e) Litigation . There are no actions, investigations, suits or proceedings pending or, to the knowledge of RIHL, threatened, at law, in equity or in arbitration, before any court, other Governmental Authority or other Person, (i) against or affecting RIHL or any of its properties which would, if adversely determined, reasonably be expected to have a Material Adverse Effect, or (ii) with respect to the legality, validity or enforceability of this Agreement or any of the other Credit Documents to which RIHL is a party.

(f) Taxes . RIHL has timely filed all tax returns and reports required to be filed by it and has paid all taxes, assessments, fees and other charges levied upon it or upon its properties that are shown thereon as due and payable, other than (i) those that are being contested in good faith and by proper proceedings and for which adequate reserves have been established in accordance with GAAP or (ii) those which the failure to file or pay would not have a Material Adverse Effect. Such returns accurately reflect in all


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material respects all liability for taxes of RIHL for the periods covered thereby. There is no ongoing audit or examination or, to the knowledge of RIHL, other investigation by any Governmental Authority of the tax liability of RIHL and there is no unresolved claim by any Governmental Authority concerning the tax liability of RIHL for any period for which tax returns have been or were required to have been filed, other than claims for which adequate reserves have been established in accordance with GAAP or which the failure to pay would not have a Material Adverse Effect.

(g) Subsidiaries . RIHL does not have any Subsidiaries.

(h) Margin Regulations . RIHL is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock and does not own any Margin Stock.

(i) No Material Adverse Change . There exists no event, condition or state of facts with respect to RIHL, its condition (financial or otherwise), operations, properties or business that could reasonably be expected to have a Material Adverse Effect.

(j) Financial Matters . RIHL has heretofore furnished to the Administrative Agent copies of the audited balance sheet of RIHL as of December 31, 2009, and the related statements of income, cash flows and stockholders' equity for the twelve-month period then ended. Such financial statements have been prepared in accordance with GAAP and present fairly the financial condition of RIHL as of the date thereof and the results of operations of RIHL for the period then ended. Except as reflected in the financial statements referred to above and except for the obligations of RIHL under the Credit Documents, there are no material liabilities or obligations with respect to RIHL of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due).

(k) Solvency . RIHL, after giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

(l) Ownership of Properties . RIHL has good title to all of its properties and assets material to its business reflected in the most recent financial statements referred to in Section 1(j) and in the account statements provided to the Administrative Agent in connection with RIHL' s Pledge Agreement (except property or assets sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens other than Permitted Liens.


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(m) Employees . RIHL has no employees and does not sponsor and is not a party to any pension, retirement or welfare benefit plans.

(n) Compliance with Laws . RIHL has timely filed all material reports, documents and other materials required to be filed by it under all applicable Requirements of Law with any Governmental Authority, has retained all material records and documents required to be retained by it under all applicable Requirements of Law, and is otherwise in compliance with all applicable Requirements of Law in respect of the conduct of its business and the ownership and operation of its properties, except for such Requirements of Law the failure to comply with which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

(o) Investment Company . RIHL is not an " investment company," a company " controlled" by an " investment company," or an " investment advisor," within the meaning of the Investment Company Act of 1940, as amended.

(p) Material Contracts . Schedule 1(p) lists each material contract (other than the Credit Documents) to which RIHL is a party, by which it or its properties is bound or to which it is subject (collectively, " Material Contracts" ), and also indicates the parties, subject matter and term thereof. Each Material Contract is in full force and effect and is enforceable by RIHL in accordance with its terms, and RIHL (or, to the knowledge of RIHL, any other party thereto) is not in breach of or default under any Material Contract in any material respect or has given notice of termination or cancellation of any Material Contract. True and complete copies of the Investment Agreement and the RIHL Custodial Agreement have been provided to the Agents and Lenders.

(q) Security Documents . The provisions of the RIHL Pledge Agreement and RIHL Control Agreements create in favor of the Collateral Agent, for its benefit and the benefit of the Lender Parties, a valid and enforceable security interest in and Lien upon all right, title and interest of RIHL in and to the securities entitlements to the financial assets from time to time credited to the " Account" referred to in each of the RIHL Control Agreements purported to be pledged by it thereunder and described therein, and such security interest and Lien constitutes a fully perfected security interest in and Lien upon such right, title and interest of RIHL in and to such Collateral.

(r) Full Disclosure . All factual information heretofore or contemporaneously furnished to the Administrative Agent or any other Lender Party in writing by or on behalf of RIHL for purposes of or in connection with this Agreement and the transactions contemplated by the Credit Documents is, and all other such factual information hereafter furnished to the Administrative Agent or any other Lender Party in writing by or on behalf of RIHL will be, true and accurate in all material respects on the date as of which such information is dated or certified (or, if such information has been amended or supplemented, on the date as of which any such amendment or supplement is dated or certified) and not made incomplete by omitting to state a material fact necessary to make the statements contained therein, in light of the circumstances under which such information was provided, not misleading.


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2. Affirmative Covenants; Corporate Separateness . RIHL covenants and agrees that, until the Termination Date under the Reimbursement Agreement:

(a) Financial Statements . RIHL will deliver, or cause to be delivered, to each Lender Party its financial statements as and when required by (and in compliance with) the Reimbursement Agreement.

(b) Other Business and Financial Information . RIHL will deliver to each Lender Party:

(i) On a monthly basis, a copy of the Collateral Value Report with respect to RIHL in accordance with the terms of Section 2.16(b) of the Reimbursement Agreement;

(ii) Promptly upon receipt thereof, copies of any " management letter" submitted to RIHL by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response report from RIHL in respect thereof;

(iii) Promptly upon receipt thereof, copies of any new, updated or revised report from S&P (or any other similar or successor rating agency) with respect to RIHL;

(iv) Promptly upon the sending, filing or receipt thereof, copies of (A) all financial statements and other material reports, notices and filings that RIHL shall send to or receive from any Governmental Authority, (B) all notices and other reports made available by RIHL to its shareholders;

(v) Promptly upon (and in any event on the next Business Day after) any Responsible Officer of RIHL obtaining knowledge thereof, written notice of the occurrence of any Substitution Event, Suspension Event, Default or Event of Default (including RIHL' s failure to comply with its undertakings in this Agreement and the other Credit Documents), together with a written statement of a Responsible Officer of RIHL specifying the nature of such event, the period of existence thereof and the action that RIHL has taken and proposes to take with respect thereto;

(vi) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of RIHL obtaining knowledge thereof, written notice of any of the following:

(A) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting RIHL, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to this subsection;


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(B) the receipt by RIHL from any Governmental Authority of (y) any notice asserting any failure by RIHL to be in compliance with applicable Requirements of Law or that threatens the taking of any action against RIHL or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of RIHL, where such action would be reasonably likely to have a Material Adverse Effect;

(C) the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract or other material contract or agreement to which RIHL is a party, the termination or cancellation of which would be reasonably likely to have a Material Adverse Effect, or any proposed amendment to any such Material Contract which would require the consent of the Administrative Agent;

(D) any other matter or event that has, or would be reasonably likely to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of RIHL setting forth the nature and period of existence thereof and the action that RIHL has taken and proposes to take with respect thereto; and

(E) as promptly as reasonably practicable, such other information about the business, condition (financial or otherwise), operations or properties of RIHL as the Administrative Agent or any other Lender Party may from time to time reasonably request.

Information to be provided to all the Lender Parties pursuant to Sections 2(a) and 2(b) may be provided by RIHL' s posting such information to SyndTrak, IntraLinks or similar information transmission systems as provided in the Reimbursement Agreement; provided that any notice pursuant to Section 2(b)(v) or clauses (A) through (D) of Section 2(b)(vi) shall not be effective until also received by the Administrative Agent as required by Section 9.2(a) of the Reimbursement Agreement.

(c) Existence; Franchises; Maintenance of Properties . RIHL will (i) maintain and preserve in full force and effect its legal existence and (ii) obtain, maintain and preserve in full force and effect all other rights, franchises, licenses, permits, certifications, approvals and authorizations required by Governmental Authorities and necessary for (i) its compliance with its undertakings in this Agreement and the other Credit Documents or (ii) the ownership, occupation or use of its properties or the conduct of its business, except to the extent the failure to do so with respect to this clause (ii) would not be reasonably likely to have a Material Adverse Effect.


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(d) Compliance with Laws . RIHL will comply in all respects with all Requirements of Law applicable in respect of the conduct of its business and the ownership and operation of its properties, except to the extent the failure so to comply would not be reasonably likely to have a Material Adverse Effect.

(e) Payment of Obligations . RIHL will (i) pay all liabilities and obligations as and when due (subject to any applicable subordination provisions), and (ii) pay and discharge all taxes, assessments and governmental charges or levies imposed upon it, upon its income or profits or upon any of its properties, prior to the date on which penalties would attach thereto, and all lawful claims that, if unpaid, might become a Lien upon any of the properties of RIHL; provided , however , that RIHL shall not be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings and as to which RIHL is maintaining adequate reserves with respect thereto in accordance with GAAP.

(f) Maintenance of Books and Records; Inspection . RIHL will (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP and in compliance with the requirements of any Governmental Authority having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent, Collateral Agent and Issuing Bank to visit and inspect its properties and examine or audit its books, records, working papers and accounts and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon notice to RIHL, the independent public accountants of RIHL (and by this provision RIHL authorizes such accountants to discuss the finances and affairs of RIHL), all at such times and from time to time, upon reasonable notice and at such reasonable times during normal business hours, as may be reasonably requested.

(g) Compliance with Pledge Agreements . RIHL will comply, and will cooperate with and assist the Account Parties and RenRe in complying, with the terms and provisions that pertain to RIHL under the Pledge Agreements. Without limiting the foregoing, upon the redemption of any Redeemable Preference Shares at the direction of the Collateral Agent, if a Substitution Event, Suspension Event or Event of Default exists the redemption shall be made in cash or in kind as directed by the Collateral Agent (whether directly or through the Custodian).

(h) Further Assurances . RIHL will make, execute, endorse, acknowledge and deliver any amendments, modifications or supplements hereto and restatements hereof and any other agreements, instruments or documents, and take any and all such other actions, as may from time to time be reasonably requested by the Administrative Agent or the Required Lenders to perfect and maintain the validity and priority of the Liens granted pursuant to the Security Documents and to effect, confirm or further assure
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