FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * ODonnell Kevin   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) Global CUO,Pres,RenReins.Ltd (Last) (First) (Middle) RENAISSANCE HOUSE, 8-20 EAST BROADWAY 3. Date of Earliest Transaction (Month/Day/Year) 05/04/2010 (Street) PEMBROKE, BERMUDA, D0 HM19 4. If Amendment, Date 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 (City) (State) (Zip) 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 05/04/2010   M(1)   33,933 A $ 12.4 153,402 D   Common Stock 05/04/2010   F   16,879 D $ 54.67 136,523 D   Common Stock 05/04/2010   M(1)   13,755 A $ 37.87 150,278 D   Common Stock 05/04/2010   F   11,008 D $ 54.67 139,270 D   Common Stock 05/04/2010   M(1)   12,402 A $ 41.98 151,672 D   Common Stock 05/04/2010   F   10,531 D $ 54.67 141,141 D   Common Stock 05/04/2010   M(1)   17,641 A $ 45.38 158,782 D   Common Stock 05/04/2010   F   15,693 D $ 54.67 143,089 D   Common Stock 05/04/2010   M(1)   8,067 A $ 12.4 151,156 D   Common Stock 05/04/2010   F   1,830 D $ 54.67 149,326 D   Common Stock               14,966 I by Partnership (2) Common Stock               5,088 I by Spouse Common Stock               162 I by Family Trust (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities (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 of Derivative Security: 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)

$ 12.4

05/04/2010

M(1)

33,933

05/04/2001

05/04/2010

Common Stock

33,933

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 37.87

05/04/2010

M(1)

13,755

05/16/2002

05/04/2010

Common Stock

13,755

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 41.98

05/04/2010

M(1)

12,402

11/06/2002

05/04/2010

Common Stock

12,402

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 45.38

05/04/2010

M(1)

17,641

11/07/2003

05/04/2010

Common Stock

17,641

$ 0

0

D

Incentive Stock Option (right to buy)

$ 12.4

05/04/2010

M(1)

8,067

05/04/2003

05/04/2010

Common Stock

8,067

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ODonnell Kevin RENAISSANCE HOUSE 8-20 EAST BROADWAY PEMBROKE, BERMUDA, D0 HM19			Global CUO,Pres,RenReins.Ltd

Signatures

/s/ Stephen H. Weinstein, Attorney-in-Fact		05/06/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The transactions reported hereby relate to the exercise of employee stock options originally granted to the Reporting Person on May 5, 1998 with a ten year term, and accordingly were automatically exercised on the date they would have otherwise expired.
(2)	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.
(3)	These securities are held by a trust for the benefit of immediate family members of the Reporting Person and may be deemed to be beneficially owned by the Reporting Person.

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

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