RENAISSANCERE HOLDINGS LTD — Director's Dealing 2011

Mar 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2011-03-01

Reporting Person: KELLY JEFFREY D (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	Common Stock	A	13502	$0.0	Acquired	74371	Direct
2011-03-01	Common Stock (Performance Based)	A	11251	$0.0	Acquired	85622	Direct
2011-03-01	Common Stock	F	976	$66.21	Disposed	84646	Direct
2011-03-01	Common Stock	M	1344	—	Acquired	85990	Direct
2011-03-01	Common Stock	D	1344	$66.21	Disposed	84646	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-01	Restricted Stock Units	$	M	1344	Disposed		Common Stock (1344)	Direct

Footnotes

F1: These shares will vest in four equal annual installments beginning on March 1, 2012.

F2: Grant of restricted Common Stock of the Issuer, pursuant to its 2010 Performance-based Equity Incentive Plan. Vesting of these shares is subject to the satisfaction of both certain service-and performance-based vesting conditions. The amount granted represents the maximum potential achievable award. If minimal performance conditions are not met, all shares will be returned to the Performance Share Plan. The grant consists of three substantially equal performance measurement periods, and the number of shares in each tranche that ultimately vest is a function of the Issuer's Total Shareholder Return during a given calendar-year period relative to the members of a predetermined peer group of companies, and the satisfaction of applicable service conditions.

F3: This represents shares withheld by the Registrant in respect of payment of withholding tax liability incurred upon the vesting of restricted shares.

F4: The Reporting Person received a grant of Restricted Stock Units on March 1, 2010 which vests in four equal annual installments beginning on March 1, 2011. Each restricted stock unit represents a contingent right to receive, upon settlement, cash equal to the closing fair market value of one Common Share of the Issuer on the date of vesting.

F5: Represents the full value, gross of any applicable withholdings, of one quarter of the original grant which vested on March 1, 2011.

F6: Each Restricted Stock Unit was the economic equivalent of one share of the Issuer's Common Stock. On March 1, 2011, 1,344 of the Reporting Person's Restricted Stock Units were settled for cash.