Form: 8-A12B

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

December 14, 2006

Documents

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[FORM OF SERIES D PREFERENCE SHARES SHARE CERTIFICATE]

6.60% SERIES D

PREFERENCE SHARES

6.60% SERIES D

PREFERENCE SHARES

RENAISSANCERE HOLDINGS LTD. CORPORATE

CERTIFICATE NUMBER

RHPD1

RenaissanceRe Holdings Ltd.

INCORPORATED IN THE ISLANDS OF BERMUDA

UNDER THE COMPANIES ACT 1981

THIS CERTIFICATE IS TRANSFERABLE IN

RIDGEFIELD PARK, NJ OR NEW YORK, NY

Authorized 12,000,000 6.60% Series D Preference

Shares having a par value of US$1.00 each

CINS G7498P 40 8

THIS IS TO CERTIFY THAT

is the registered holder of

FULLY PAID AND NON-ASSESSABLE 6.60% SERIES D PREFERENCE SHARES OF PAR VALUE

US$1.00 EACH OF RENAISSANCERE HOLDINGS LTD.

6.60% SERIES D PREFERENCE SHARES CERTIFICATE

SECRETARY DIRECTOR AND CHIEF EXECUTIVE LOGO

OFFICER

MELLON INVESTOR SERVICES LLC TRANSFER AGENT AND REGISTRAR

By:

Authorized Signature

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 right of survivorship and not as tenants in common     

under Uniform Gifts to Minors

Act                                              

(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 ZIP 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  

 
    NOTICE       The signature to this assignment must 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.