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RENAISSANCERE HOLDINGS LTD Director's Dealing 2012

Feb 23, 2012

30524_dirs_2012-02-23_f04db753-a25a-4a09-8ff0-6acf0b2a7721.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2012-02-21

Reporting Person: ODonnell Kevin (Global CUO,Pres,RenReins.Ltd)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-21 Common Stock D 1062 $73.52 Disposed 139321 Direct
2012-02-21 Common Stock F 1282 $73.52 Disposed 138039 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1079 Indirect

Footnotes

F1: Represents 1,062 Performance Shares cancelled from a maximum of 6,192 Performance Shares eligible to vest as a result of the Registrant's Total Shareholder Return for the calendar-year 2011 performance period relative to the members of a predetermined peer group. See Remarks below.

F2: Represents exclusively shares withheld by the Registrant in respect of payment of withholding tax liability incurred upon the vesting of the Performance Shares.

F3: These securities are owned and controlled by a family limited partnership for the benefit of immediate family members of the Reporting Person and may be deemed to be beneficially owned by the Reporting Person.