Form: 8-A12B

Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)

November 16, 2001

FORM OF STOCK CERTIFICATE

Published on November 16, 2001

EXHIBIT 4.1




SERIES A PREFERENCE SHARES SERIES A PREFERENCE SHARES

[RENAISSANCERE HOLDINGS LTD. CORPORATE LOGO]

RHP


RENAISSANCERE HOLDINGS LTD.



INCORPORATED IN THE ISLANDS OF BERMUDA Authorized 6,000,000 Series A Preference Shares CINS G7496G202
UNDER THE COMPANIES ACT 1981 having a par value of US$1.00 each
THIS CERTIFICATE IS TRANSFERABLE IN
RIDGEFIELD PARK, NJ OR NEW YORK, NY



- --------------------------------------------------------------------------------
THIS IS TO CERTIFY THAT





is the registered holder of
- --------------------------------------------------------------------------------

FULLY PAID AND NON-ASSESSABLE SERIES A PREFERENCE SHARES OF PAR VALUE US$1.00
EACH OF

PREFERENCE SHARES

RenaissanceRe Holdings Ltd.

transferable on the books of the Company by the holder hereof in person or by
duly authorized attorney upon surrender of the certificate properly endorsed.
This certificate and the shares represented hereby are issued and shall be
subject to all of the provisions of the Memorandum of Association and Bye-Laws
of the Company and all amendments thereof to all of which the holder by
acceptance hereof assents and shall be transferable in accordance therewith.
This certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

WITNESS the facsimile seal of the Company and the facsimile signatures of
its duly authorized officers.

Dated

SECRETARY CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
RENAISSANCERE HOLDINGS LTD.

The Company will furnish without charge, to each shareholder who so
requests, a copy of the provisions setting forth the designations, preferences
and relative, participating, optional or other special rights of each class of
shares or series thereof which the Company is authorized to issue, and the
qualifications, limitations or restrictions of such preferences and/or rights.
Any such request may be addressed to the Secretary of the Company or to the
Transfer Agent named on the face hereof.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:



TEN COM -as tenants in common UNIF GIFT MIN ACT- ____________ Custodian ____________
(Cust) (Minor)

TEN ENT -as tenants by the entities under Uniform Gifts to Minors
Act____________________
(State)
JT TEN -as joint tenants with
right of survivorship and
not as tenants in common


Additional abbreviations may also be used though not in the above list.




For value received, ______________________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________

______________________________________


__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING SIP CODE, OF
ASSIGNEE)

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________
shares

represented by the within certificate, and do hereby irrevocably
constitute and appoint

__________________________________________________________________________
Attorney

to transfer the said stock on the books of the within named Company with
full power of substitution in the premises.

Dated _______________________



X_________________________________________________
The signature to this assignment must
NOTICE correspond with the name as written
upon the face of the certificate in
every particular, without alteration or
enlargement, or any change whatsoever


Signature(s) Guaranteed:

__________________________________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17a3-15.