RENAISSANCERE HOLDINGS LTD — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2014-03-03

Reporting Person: Dutt Aditya (President, Ventures)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-03	Common Stock	A	9416	$0.00	Acquired	57629	Direct
2014-03-03	Common Stock	A	6005	$0.00	Acquired	63634	Direct

Footnotes

F1: Grant of restricted common shares of the Issuer pursuant to the Amended and Restated 2001 Stock Incentive Plan ("2001 Plan"). These shares will vest in four equal annual installments beginning on March 3, 2015.

F2: Grant of restricted common stock of the Issuer, pursuant to its 2010 Performance-based Equity Incentive Plan ("Performance Share 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: Includes 7,484 shares from prior awards of Performance Shares which will not be earned as the applicable performance conditions were not met, but will remain outstanding under the terms of the Performance Share Plan until the time vesting requirement is met, at which point the shares will be cancelled.