Physicians Insurance Services, Ltd.
              INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA
                AUTHORIZED: 5,000,000 COMMON SHARES, NO PAR VALUE

      NUMBER                                                        SHARES



This Certifies That                                            SEE REVERSE FOR
                                    SPECIMEN                 CERTAIN DEFINITIONS
                                                             ___________________

  Is The Owner Of                                              CUSIP 719411100
                                                             ___________________



          FULLY-PAID AND NON-ASSESSABLE COMMON SHARES, NO PAR VALUE OF

                       Physicians Insurance Services, Ltd.

transferable on the books of this Corporation in person or by attorney upon
surrender of this Certificate duly endorsed or assigned. This Certificate and
the shares represented hereby are subject to the laws of the Stated of
Minnesota, and to the Articles of Incorporation and Bylaws of the Corporation,
as now or hereafter amended. This Certificate is not valid until countersigned
by the Transfer Agent.

     In Witness Whereof, the Corporation has caused this Certificate to be
signed by the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the Corporation.


Dated:

                       Physicians Insurance Services, Ltd.
                            [CORPORATE SEAL OMITTED]
                                    MINNESOTA
______________________                                    ______________________
      PRESIDENT                                                 SECRETARY



                      COUNTERSIGNED:
                      CORPORATE STOCK TRANSFER, INC.
                      3200 Cherry Creek Drive South, Suite 430, Denver, CO 80209

                      By _______________________________________________________
                             Transfer Agent and Registrar Authorized Officer


<PAGE>
<TABLE>
<CAPTION>

                       Physicians Insurance Services, Ltd.

                         Corporate Stock Transfer, Inc.
                           Transfer Fee: As Required

                                    SPECIMEN
________________________________________________________________________________
  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:
<S>                                         <C>
TEN COM  -- as tenants in common            UNIF GIFT MIN ACT- .............. Custodian for ..............
                                                                   (Cust.)                     (Minor)
TEN ENT  -- as tenants by the entireties                under Uniform Gifts to Minors

JT TEN   -- as joint tenants with right of              Act of ...........................................
            survivorship and not as                                             (State)
            tenants in common
</TABLE>
    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 type name and address of assignee

.................................................................................

.................................................................................

.................................................................................

...........................................................................Shares
of the Common Stock 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
Corporation, with full power of substitution in the premises.

Dated ................20........


SIGNATURE GUARANTEED:                           X_______________________________

                                                X_______________________________


THE SIGNATURE TO THIS  ASSIGNMENT  MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE  FACE OF  THIS  CERTIFICATE  IN  EVERY  PARTICULAR,  WITHOUT  ALTERATION  OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.  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.