Form: 8-A12B

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

March 19, 2004

Documents

FORM OF SHARE CERTIFICATE

Published on March 19, 2004

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Exhibit 4.1



6.08% SERIES C PREFERENCE SHARES 6.08% SERIES C PREFERENCE SHARES
[RENAISSANCERE HOLDINGS LTD. CORPORATE LOGO]

RHP

RENAISSANCERE HOLDINGS LTD.

INCORPORATED IN THE ISLANDS OF BERMUDA Authorized 10,000,000 6.08% Series C Preference CINS G7498P 30 9
UNDER THE COMPANIES ACT 1981 Shares 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 6.08% SERIES C PREFERENCE SHARES OF PAR VALUE US$1.00 EACH OF
RENAISSANCERE HOLDINGS LTD.

6.08% SERIES C PREFERENCE SHARES CERTIFICATE

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

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.