Exhibit 4.1 

FORM OF GLOBAL SERIES E PREFERENCE SHARE
CERTIFICATE


XL CAPITAL LTD


UNLESS THIS
GLOBAL SERIES E PREFERENCE SHARE CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY GLOBAL SERIES E PREFERENCE SHARE CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


TRANSFERS OF
THIS GLOBAL SERIES E PREFERENCE SHARE CERTIFICATE SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE.






XL CAPITAL LTD


CUSIP: 

ISIN: 

Certificate No.


Fixed/Floating
Series E Perpetual Non-Cumulative Preference Ordinary Shares


XL CAPITAL LTD,
an exempted limited company duly organized and existing under the laws of the
Cayman Islands (the “Company”), hereby certifies that
[                    ]
is the registered holder of [        ] Fixed/Floating Series E Perpetual
Non-Cumulative Preference Ordinary Shares of the Company, par value $0.01 per
share and liquidation preference of $1,000 per share (the “Series E Preference
Shares”). The specific rights, preferences, limitations and other terms of the
Series E Preference Shares represented hereby are set forth in, and subject to,
the provisions of the resolutions of an authorized committee of the board of
directors of the Company, dated as of [     ] [ ], 20[ ] (the “Committee
Resolutions”), and the Memorandum and Articles of Association of the Company. Capitalized
terms used herein but not defined shall have the respective meanings given them
in the Committee Resolutions.


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          THIS
GLOBAL SERIES E PREFERENCE SHARE CERTIFICATE IS ISSUED BY the Company on
this ___ day of [    ], 20[     ].  


	
 

	
 

	
 


	
 

	
XL CAPITAL
  LTD


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
Name:


	
 

	
Title:




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ASSIGNMENT FORM


	
 


	
For value
  received the undersigned hereby sells, assigns and transfers unto:


	
 


	



	
 


	
Please
  insert social security or other identifying number of assignee:


	
 


	



	
 


	
Please print
  or type name and address, including zip code, of assignee:


	
 


	






__________
Series E Preference Shares and does hereby irrevocably constitute and appoint
___________ as
Attorney to transfer the Series E Preference Shares on the books of the Company
with full power of substitution in the premises.


	
 

	
 

	
 

	
 

	
 


	
Date: 

	
 

	
 

	
Your
  Signature: 

	
 


	
 

	


	
 

	
 

	



	
 

	
 

	
(Sign
  exactly as your name


	
 

	
 

	
appears on
  the Global Series E


	
 

	
 

	
Preference
  Share Certificate)





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The issuance
on the Closing Date is [          ]
Series E Preference Shares. The following exchanges of a part of this Global
Series E Preference Share Certificate have been made:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Date

   of

   Exchange

	
 

	
Amount of decrease in 

   number of shares 

   represented by this 

   Global Series E 

   Preference Share 

   Certificate

	
 

	
Amount of increase in 

   number of shares 

   represented by this 

   Global Series E

   Preference Share 

   Certificate

	
 

	
Number of shares 

   represented by this 

   Global Series E 

   Preference Share 

   Certificate following 

   such decrease or 

   increase

	
 

	
Signature of

   authorized officer of 

   Registrar


	


	
 

	


	
 

	


	
 

	


	
 

	






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