X0306 4 2014-03-01 0 0000913144 RENAISSANCERE HOLDINGS LTD RNR 0001289298 ODonnell Kevin RENAISSANCE HOUSE 12 CROW LANE PEMBROKE D0 HM 19 BERMUDA 1 1 0 0 Pres & Chief Executive Officer Common Stock 2014-03-01 4 F 0 6079 95.51 D 197511 D Common Stock 2014-03-03 4 A 0 29231 0.00 A 226742 D Common Stock 2014-03-03 4 A 0 19231 0.00 A 245973 D Common Stock 2014-03-03 4 M 0 7412 52.90 A 253385 D Common Stock 2014-03-03 4 F 0 4125 95.06 D 249260 D Common Stock 1079 I by Partnership Incentive Stock Option (Right to Buy) 52.90 2014-03-03 4 M 0 7412 0.00 D 2005-03-03 2014-03-03 Common Stock 7412 0 D This represents shares withheld in respect of payment of withholding tax liability incurred upon the vesting of restricted shares from grants made on each of March 1, 2010, 2011, 2012 and 2013 pursuant to the Amended and Restated 2001 Stock Incentive Plan ("2001 plan") which vested on March 1, 2014. Grant of restricted common shares of the Issuer under the 2001 Plan. These shares will vest in four equal annual installments beginning on March 3, 2015. Grant of restricted common shares 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. The transactions reported hereby relate to the exercise of employee stock options originally granted to the Reporting Person under the 2001 Plan on March 3, 2004 with a ten year term, and were exercised on the expiry date of March 3, 2014. Includes 23,494 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. 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. See attached footnotes page. /S/ Stephen H. Weinstein, Attorney-in-Fact 2014-03-04