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: Paradine Jonathan (CUO - Renaissance Reins. Ltd.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	Common Stock	A	7797	$0.0	Acquired	62489	Direct
2011-03-01	Common Stock (Performance Based)	A	6498	$0.0	Acquired	68987	Direct
2011-03-01	Common Stock	S	4026	$66.63	Disposed	64961	Direct
2011-03-01	Common Stock	M	24793	$37.51	Acquired	89754	Direct
2011-03-01	Common Stock	F	14046	$66.21	Disposed	75708	Direct
2011-03-01	Common Stock	M	1791	—	Acquired	77499	Direct
2011-03-01	Common Stock	D	1791	$66.21	Disposed	75708	Direct
2011-03-02	Common Stock	S	22047	$66.41	Disposed	53661	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-01	Non-Qualified Stock Option (Right to Buy)	$37.51	M	24793	Disposed	2015-11-04	Common Stock (24793)	Direct
2011-03-01	Restricted Stock Units	$	M	1791	Disposed		Common Stock (1791)	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: Represents a weighted average sale price; the sales prices ranged from $66.50 to $66.81. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission, the issuer or a security holder of the issuer.

F4: This transaction reflects the exercise of employee stock options originally granted to the Reporting Person on November 4, 2005 with a ten year term.

F5: 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.

F6: Represents the full value, gross of any applicable withholdings, of one quarter of the original grant which vested on March 1, 2011.

F7: Each Restricted Stock Unit was the economic equivalent of one share of the Issuer's Common Stock. On March 1, 2011, 1,791 of the Reporting Person's Restricted Stock Units were settled for cash.

F8: Represents a weighted average sale price; the sales prices ranged from $66.01 to $66.73. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission, the issuer or a security holder of the issuer.