SWAYNE GUY 4

4 · Flagstone Reinsurance Holdings, S.A. · Filed Mar 19, 2012

Form 4

Period: 2012-03-15

CUO - International

Transactions

Holdings

Footnotes (4)

[F1]The Performance Share Units ("PSUs") vested on January 1, 2012; however, settlement of any shares took place following the calculation of the factor described in footnote (2). The factor used to determine the number of common shares awarded was determined following the filing of the Company's annual report on Form 10-K on March 13, 2012.
[F2]Vesting of PSUs is contingent on the reporting person's continued employment with Flagstone Reinsurance Holdings SA (the "Company") and the Company meeting certain fully diluted return-on-equity ("FDROE") goals. Upon vesting, the PSU holder is entitled to receive a number of common shares of the Company (or the cash equivalent, at the election of the Company) equal to the product of the number of PSUs granted multiplied by a factor based on the Company's FDROE during the vesting period. The factor ranges between 0.5 and 1.5, depending on the FDROE achieved during the vesting period. Based on the FDROE achieved during the relevant period, the number of common shares awarded was determined by multiplying the number of PSUs by a factor of 0.5.
[F3]Held in trust for the benefit of others, and the Reporting Person disclaims beneficial ownership of securities held in trust.
[F4]The Reporting Person disclaims beneficial ownership of the shares held by his wife.

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