Form: 4

Statement of changes in beneficial ownership of securities

March 8, 2010

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ashley William J
(Last) (First) (Middle)
RENAISSANCE HOUSE
8-20 EAST BROADWAY
(Street)
PEMBROKE, BERMUDA D0 HM 19
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RENAISSANCERE HOLDINGS LTD [ RNR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
FormerPresCEORenReInsHldgsLtd.
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/04/2010 M 23,000 A $37.51 78,847 D
Common Stock 03/04/2010 F 17,840(1) D $56.79 61,007 D
Common Stock 03/05/2010 S 5,160 D $56.65(2) 55,847 D
Common Stock 03/04/2010 M 10,077 A $29.77 65,924 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $37.51 03/04/2010 M 23,000 11/04/2006 11/04/2015 Common Stock 23,000 $0 0 D
Incentive Stock Option (right to buy) $29.77 03/04/2010 M 10,077 01/11/2003 01/11/2012 Common Stock 10,077 $0 0 D
Explanation of Responses:
1. Represents exclusively shares withheld by Issuer in respect of payment of the exercise price upon exercise of the stock options.
2. Represents a weighted average sale price; the sales prices ranged from $56.58 to $56.71. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission, the issuer or a security holder of the issuer.
Remarks:
This Form 4 is being filed exclusively to report two option exercises: (x) the exercise of Non-Qualified Stock Options at an exercise price of $37.51 per share, settled by the surrender of 17,840 shares of common stock, and the concurrent disposition of the 5,160 shares of Common Stock issued thereupon; and (y) the exercise of Incentive Stock Options for 10,077 shares of Common Stock for which the exercise price of $29.77 was paid in cash. As announced by the Company on January 11, 2010, the Reporting Person has retired from his executive positions with the Company.
/s/ Stephen H. Weinstein, Attorney-in-Fact 03/08/2010
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.