X0306 4 2012-11-19 0 0000913144 RENAISSANCERE HOLDINGS LTD RNR 0001289298 ODonnell Kevin RENAISSANCE HOUSE 12 CROW LANE PEMBROKE D0 HM 19 BERMUDA 0 1 0 0 President & CUO RenRe Holdings Common Stock 2012-11-19 4 A 0 19132 0.00 A 149772 D Common Stock (Performance Based) 2012-11-19 4 A 0 15943 0.00 A 165715 D Common Stock 1079 I by Partnership Grant of restricted Common Stock of the Issuer, pursuant to its 2001 Stock Incentive Plan, as amended and restated. These shares will vest in four equal annual installments beginning on November 19, 2013. 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 assuming maximum performance attainment in each of the subsequent four years. If minimal performance conditions are not met, all shares will be returned to the Performance Share Plan. The grant consists of four 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. 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. The awards reported on this Form 4 were made by the issuer in connection with the promotion of Kevin O'Donnell, the reporting person, to President of RenaissanceRe Holdings Ltd. /S/ Kevin J. O'Donnell 2012-11-19