RENAISSANCERE HOLDINGS LTD — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2012-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	A	18831	$0.0	Acquired	156870	Direct
2012-03-01	Common Stock (Performance Based)	A	15692	$0.0	Acquired	172562	Direct
2012-03-01	Common Stock	F	2766	$71.69	Disposed	169796	Direct
2012-03-02	Common Stock	F	5224	$71.7	Disposed	164572	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1079	Indirect

Footnotes

F1: These shares will vest in four equal annual installments beginning on March 1, 2013.

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 of 15,692 reported as granted represents the maximum potential achievable award assuming maximum performance attainment in each of the subsequent three years, compared to a "target" award value equivalent to 6,277 shares. 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 from grants made in two prior years which vested on March 1, 2012

F4: This represents shares withheld by the Registrant in respect of payment of withholding tax liability incurred upon the vesting of restricted shares from a grant made in a prior year which vested on March 2, 2012.

F5: 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.