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: BRANAGAN IAN D (SVP, Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	A	9880	$0.0	Acquired	68367	Direct
2012-03-01	Common Stock (Performance Based)	A	8234	$0.0	Acquired	76601	Direct
2012-03-01	Common Stock	M	1792	—	Acquired	78393	Direct
2012-03-01	Common Stock	D	1792	$71.69	Disposed	76601	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Restricted Stock Units	$	M	1792	Disposed		Common Stock (1792)	Direct

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 8,234 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 3,293 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: The Reporting Person received a grant of Cash-Settled Restricted Stock Units ("CSRUs") on March 1, 2010 which vest in four equal annual installments beginning on March 1, 2011. Each CSRU 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.

F4: Represents the full value, of one quarter of the original CSRU grant which vested on March 1, 2012.

F5: Each CSRU was the economic equivalent of one share of the Issuer's Common Stock. On March 1, 2012, 1,792 of the Reporting Person's CSRUs were settled for cash.