EX-4.3



 Exhibit 4.3 

Form of 5.150% Senior Notes due 2045 

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO, UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO AXIS SPECIALTY FINANCE PLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN 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. 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.









			
	No. R-1	  	CUSIP No. [                    ]
		  	ISIN No. [                    ]

 AXIS SPECIALTY FINANCE PLC 

5.150% Senior Notes 
 Due
April 1, 2045 
 Fully and unconditionally 

guaranteed by 
 AXIS CAPITAL
HOLDINGS LIMITED 
  

			
	Principal Amount:	  	$[                    ]
		
	Regular Record Date:	  	with respect to each Interest Payment Date, the close of business on the preceding March 15 or September 15, as the case may be (whether or not a Business Day)
		
	Original Issue Date:	  	[                    ], 20[        ]
		
	Stated Maturity:	  	April 1, 2045
		
	Interest Payment Dates:	  	April 1 and October 1 commencing October 1, 20[        ]
		
	Interest Rate:	  	5.150% per year
		
	Authorized Denomination:	  	$2,000 or any integral multiples of $1,000 in addition thereto

 AXIS Specialty Finance PLC, a public company limited by shares organized under the laws of England and Wales
(the “Issuer,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
[                        ] on the Stated Maturity shown above, and to pay interest thereon from the Original Issue Date shown
above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on each Interest Payment Date as specified above, commencing on
[                    ], 20[        ] , and on the Stated Maturity at the rate per year shown above until the
principal hereof is paid or made available for payment and on any overdue principal and on any overdue installment of interest to the extent permitted by law. The Issuer or the Guarantor under certain circumstances would be required to pay
Additional Amounts to the Holders of the Senior Notes (as defined on the reverse hereof). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Stated
Maturity or a Redemption Date) will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date as specified above next preceding such Interest Payment Date, provided
that any interest payable at Stated Maturity or on a Redemption Date will be paid to the Person to whom principal is payable. Except as otherwise provided in the Indenture, any such interest that is not so punctually paid or duly provided for will
forthwith cease to be payable to the Holders on such Regular Record Date and may be paid as provided in Section 2.7 of the Indenture. 







 Payments of interest on this Note will include interest accrued to but excluding the respective
Interest Payment Dates. Interest payments for this Note shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding
calendar year, payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. 

Payment of the principal of and interest due at the Stated Maturity or a Redemption Date of this Note shall be made upon surrender of this
Note at the Corporate Trust Office of the Trustee. The principal of and interest on this Note shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
Payment of interest (including interest on an Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Issuer, (i) by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person
entitled thereto. 
 The Senior Notes will be unsecured obligations of the Issuer and will rank equally in right of payment with all other
unsecured, senior indebtedness of the Issuer from time to time outstanding. The Senior Notes will rank senior to any subordinated indebtedness of the Issuer. 

AXIS Capital Holdings Limited (the “Guarantor”) does hereby fully and unconditionally guarantee (the
“Guarantee”) to the Holders and to the Trustee all payment obligations of the Issuer on this Note when due, in accordance with the provisions of this Indenture, as provided below. The Guarantee shall rank equally in right of payment
with other unsecured, senior indebtedness of the Guarantor. The Guarantee will rank senior to any subordinated indebtedness of the Guarantor. 

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. 
 Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 







 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed. 

 

			
	 AXIS SPECIALTY FINANCE PLC,
 as
Issuer

		
	By:	 	  

	Name:	 	
	Title:	 	


 CERTIFICATE OF AUTHENTICATION 

This is one of the 5.150% Senior Notes due 2045 referred to in the within-mentioned Indenture. 

 

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

		
	By:	 	  

		 	Authorized Signatory
		
	Dated:	 	









 (Reverse Side of Note) 

This Note is one of a duly authorized issue of Senior Notes of the Issuer issued and issuable in one or more series under a Senior Indenture
dated as of March 13, 2014 (the “Indenture”), among the Issuer, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,” which term includes any successor trustee under
the Indenture), to which Indenture and all indentures incidental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantor, the Trustee and the
Holders of the Senior Notes issued thereunder and of the terms upon which said Senior Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof as 5.150% Senior Notes due 2045 (the
“Senior Notes”), initially limited in aggregate principal amount of $250,000,000; provided, however, that the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the
Senior Notes, on the same terms and with the same CUSIP and ISIN numbers as the Senior Notes. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture. 

This Note is exchangeable in whole or from time to time in part for Senior Notes of this series in definitive registered form only as provided
herein and in the Indenture. If (i) at any time the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for this Note, and the Issuer does not appoint a successor Depositary within 90 days after the Issuer
receives such notice or becomes aware of such condition, as the case may be, (ii) at any time, the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934 and the Issuer has not appointed a successor
depositary within 90 days after the Issuer learns that the Depositary has ceased to be so registered or (iii) the Issuer in its sole discretion determines that this Note shall be exchangeable for Senior Notes of this series in definitive
registered form and executes and delivers to the Security Registrar a written order of the Issuer providing that this Note shall be so exchangeable, this Note shall be exchangeable for Senior Notes of this series in definitive registered form,
provided that the definitive Senior Notes so issued in exchange for this Note shall be in denominations of $2,000 and whole multiples of $1,000 in excess of $2,000, without coupons, and be of like aggregate principal amount and tenor as the portion
of this Note to be exchanged. Except as provided above, owners of beneficial interests in this Note will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in
definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. Neither the Issuer, the Guarantor, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for
any aspect of records relating to or payments made on account of beneficial ownership interests in this Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

If an Event of Default with respect to the Senior Notes shall occur and be continuing, the principal of the Senior Notes may become or may be
declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. 
 The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Senior Notes under the Indenture at any time by the Issuer and the Trustee








 
with the consent of the Holders of not less than a majority in aggregate principal amount of the Senior Notes at the time Outstanding. The Indenture also contains provisions permitting the
holders of specified percentages in principal amount of the Senior Notes at the time Outstanding, on behalf of the holders of all Senior Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such holder and upon all future Holders of this Note and of any Senior Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
 The
Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Issuer pursuant to this Note and (b) restrictive covenants and the related Events of Default, upon compliance by the Issuer with certain
conditions set forth therein, which provisions apply to this Note. 
 The Senior Notes will be redeemable, at the option of the Issuer, in
whole or in part, at any time (a “Redemption Date”), at a redemption price (the “Redemption Price”) equal to the greater of (i) 100% of the aggregate principal amount of the Senior Notes to be redeemed and
(ii) an amount equal to the sum of the present values of the remaining scheduled payments for principal and interest on the Senior Notes to be redeemed, not including any portion of the payments of interest accrued as of such Redemption Date,
discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points; plus in each case, accrued and unpaid interest on the principal amount being
redeemed to, but excluding, such Redemption Date. 
 “Treasury Rate” means (1) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if maturity is within three months before or after the remaining life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest month), or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate
per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having
a maturity comparable to the remaining term of the Senior Notes to be redeemed. 







 “Independent Investment Banker” means Barclays Capital Inc., Citigroup Global
Markets Inc., HSBC Securities (USA) Inc. and their successors or, if none of such firms is willing or able to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee after
consultation with the Issuer. 
 “Comparable Treasury Price” means (1) the average of four Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations. 
 “Reference Treasury Dealer” means each of Barclays Capital Inc., Citigroup Global Markets Inc., HSBC
Securities (USA) Inc. and their respective successors and one other primary U.S. government securities dealer (each a “Primary Treasury Dealer”), as specified by the Issuer; provided, that (1) if any of the foregoing shall
cease to be a Primary Treasury Dealer, the Issuer will substitute therefor another Primary Treasury Dealer and (2) if the Issuer fails to select a substitute within a reasonable period of time, then the substitute will be a Primary Treasury
Dealer selected by the Independent Investment Banker after consultation with the Issuer. 
 “Reference Treasury Dealer
Quotations” mean, with respect to the Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each
case, as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

Notice of any redemption will be mailed at least 30 days but no more than 60 days before the Redemption Date to each Holder of the Senior
Notes to be redeemed. Notwithstanding Section 12.2 of the Indenture, the notice of redemption with respect to the foregoing redemption need not set forth the Redemption Price but only the manner of calculation thereof. 

The Issuer shall furnish to the Trustee an Officer’s Certificate stating the Redemption Price with respect to the foregoing redemption
promptly after the calculation thereof. The Trustee shall not be responsible for calculating said Redemption Price or any component thereof, and shall rely conclusively on the Officer’s Certificate for the Redemption Price. Unless the Issuer
defaults in payment of the Redemption Price, on and after the redemption date, interest will cease to accrue on the Senior Notes or portions thereof called for redemption. 

If less than all of the Senior Notes are to be redeemed, the Trustee shall select, in such manner as it deems appropriate and fair, the
principal amount of such Senior Notes held by each beneficial owner of such Senior Notes to be redeemed. The Trustee may select notes and portions of notes in amounts of $2,000 and whole multiples of $1,000 in excess of $2,000. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed. 







 As provided in the Indenture and subject to certain limitations therein set forth, the transfer
of this Note is registrable in the Security Registration surrender of this Note for registration of transfer at the office or agency of the Issuer for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Issuer or the Security Registrar and duly executed by, the Holder hereof or his/her attorney duly authorized in writing, and thereupon one or more new Senior Notes, of authorized denominations and of like tenor and for the same
aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such exchange or registration of transfer, but the Issuer will require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. 
 Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee, any Person authorized by the Issuer to pay the principal of or any premium, interest or Additional Amounts on any Securities on behalf of the Issuer (“Paying Agent”) and the Security Registrar of the Issuer or
the Trustee may deem and treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other
than the Security Registrar, and neither the Issuer nor the Trustee nor any Paying Agent nor the Security Registrar shall be affected by notice to the contrary. 

Payment of Additional Amounts 
 The Issuer
and the Guarantor will make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Senior Notes or the Guarantee without withholding or deduction at source for, or on account of, any present or
future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the United Kingdom or Bermuda or any other jurisdiction in which the Issuer or the Guarantor is organized or any jurisdiction
from or through which a payment on the Senior Notes is made (each, a “Taxing Jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are
required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding
the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a Taxing Jurisdiction or any political
subdivision thereof). If a withholding or deduction at source is required, the Issuer or the Guarantor will, subject to certain limitations and exceptions described below, pay to the Holder of the Senior Notes such Additional Amounts as may be
necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deduction, will not be less than the amount provided for in the Senior Notes or in the Indenture to be then
due and payable. 







 The Issuer and the Guarantor will not be required to pay any Additional Amounts for or on account
of: 
  

	 	(1)	any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder (a) was a resident, domiciliary or national of, or engaged in business or
maintained a permanent establishment or was physically present in, the relevant Taxing Jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant Taxing Jurisdiction other than by reason of the mere
ownership of, or receipt of payment under, such Senior Notes or the Guarantee, (b) presented, where presentation is required, such Senior Notes for payment in the relevant Taxing Jurisdiction or any political subdivision thereof, unless such
Senior Notes could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Senior Notes for payment more than 30 days after the date on which the payment in respect of such Senior Notes became due
and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Senior Notes for payment on any day within that 30-day period; 


 

	 	(2)	any estate, inheritance, gift, sale, transfer, personal property or similar tax, fee, duty, assessment or other governmental charge; 


 

	 	(3)	any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of the Senior Notes to comply with any reasonable request by the Issuer or the Guarantor
addressed to the Holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the Holder or (b) to make any declaration or other similar claim or satisfy any information or reporting
requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant Taxing Jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or
other governmental charge; 

  

	 	(4)	any withholding or deduction required to be made pursuant to European Union Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU
Directive”), or any law implementing or complying with, or introduced in order to conform to such EU Directive; 

  

	 	(5)	any withholding or deduction imposed on or in respect of any Senior Notes pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any current or future regulations or official
interpretations thereof or intergovernmental agreements in connection therewith, and any agreements entered into pursuant to Section 1471(b)(1) of the U.S. Internal Revenue Code of 1986, as amended; or 


 

	 	(6)	any combination of items (1), (2), (3), (4) and (5). 

 In addition, the Issuer and
Guarantor will not pay Additional Amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, the Senior Notes or Guarantee to any Holder who is a fiduciary or partnership or other than the sole








 
beneficial owner of the Senior Notes if such payment would be required by the laws of the relevant Taxing Jurisdiction (or any political subdivision or relevant taxing authority thereof or
therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner, settlor, member or beneficial
owner would not have been entitled to such Additional Amounts had it been the Holder of the Senior Notes. 
 Whenever in the Indenture or
this Note there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, the Senior Notes, such mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of the Senior Notes established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of
Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. 

In the event that any withholding or deduction for or on account of any taxes is required, at least 10 days prior to each date of payment of
principal of or interest on the Senior Notes, the Issuer or the Guarantor will furnish to the Trustee and the Paying Agent, if other than the Trustee, an Officer’s Certificate specifying the amount required to be withheld or deducted on such
payments to the Holders, certifying that the Issuer or the Guarantor shall pay such amounts required to be withheld to the appropriate governmental authority and certifying to the fact that the Additional Amounts will be payable and the amounts so
payable to each Holder, and that the Issuer or the Guarantor will pay to the Trustee or such Paying Agent the Additional Amounts required to be paid; provided that no such Officer’s Certificate will be required prior to any date of payment of
principal of or interest on the Senior Notes if there has been no change with respect to the matters set forth in a prior Officer’s Certificate. The Trustee and each Paying Agent may rely on the fact that any Officer’s Certificate
contemplated by this paragraph has not been furnished as evidence of the fact that no withholding or deduction for or on account of any taxes is required. The Issuer covenants to indemnify the Trustee and any Paying Agent for and to hold them
harmless against any loss, liability or expense reasonably incurred without gross negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any such Officer’s
Certificate furnished pursuant to this paragraph or on the fact that any Officer’s Certificate contemplated by this paragraph has not been furnished. 

The Issuer will make or cause to be made any required withholding or deduction and remit the full amount deducted or withheld to the relevant
Taxing Jurisdiction in accordance with applicable law. The Issuer will furnish or cause to be furnished to the Holders, within 60 days after the date the payment of any taxes so deducted or withheld is due pursuant to applicable law, either
certified copies of tax receipts evidencing such payment by the Issuer or, if such receipts are not obtainable, other evidence of such payments by the Issuer reasonably satisfactory to the Holders. 

The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any
jurisdiction in which any successor to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein. 







 Redemption for Tax Purposes 

The Issuer or the Guarantor may redeem the Senior Notes at its option, in whole but not in part, at any time upon giving not less than 30 nor
more than 60 days’ notice to the Holders thereof, at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest and Additional Amounts, if any, to the date fixed for redemption, if at any time the Issuer
or the Guarantor receives an opinion of counsel that as a result of (1) any change in or amendment to the laws or treaties (or any regulations or rulings promulgated under these laws or treaties) of the United Kingdom or Bermuda or any other
Taxing Jurisdiction (or of any political subdivision or taxation authority affecting taxation) or any change in the application or official interpretation of such laws, regulations or rulings, (2) any action taken by a taxing authority of the
United Kingdom or Bermuda or any other Taxing Jurisdiction (or any political subdivision or taxing authority affecting taxation) which action is generally applied or is taken with respect to the Issuer or the Guarantor, or (3) a decision
rendered by a court of competent jurisdiction in the United Kingdom or Bermuda or any other Taxing Jurisdiction (or any political subdivision) whether or not such decision was rendered with respect to the Issuer or the Guarantor, which change,
amendment, action or decision is announced and becomes effective on or after the issuance of the Senior Notes on the Original Issue Date (or, if the Taxing Jurisdiction was not a Taxing Jurisdiction on the Original Issue Date, the date on which such
Taxing Jurisdiction became a Taxing Jurisdiction under the Senior Notes), there is a substantial probability that the Issuer or the Guarantor will be required as of the next Interest Payment Date to pay Additional Amounts with respect to the Senior
Notes as provided above and such requirements cannot be avoided by the use of reasonable measures (consistent with practices and interpretations generally followed or in effect at the time such measures could be taken) then available.
Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Issuer or the Guarantor, as the case may be, would be obligated to make such payment of Additional Amounts or
withholding if a payment in respect of the Senior Notes were then due. Prior to giving of any notice of redemption described in this paragraph, the Issuer or the Guarantor, as the case may be, shall deliver to the Trustee (a) a certificate
signed by a responsible accounting or financial officer of the Issuer or the Guarantor, as the case may be, stating that the obligation to pay Additional Amounts cannot be avoided by the Issuer or the Guarantor, as the case may be, taking reasonable
measures (consistent with practices and interpretations generally followed or in effect at the time such measures could be taken) then available to it and (b) a written opinion of independent tax counsel of recognized standing to the effect
that the circumstances referred to above exist. The Trustee will accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the
Holders. Interest on the Senior Notes will cease to accrue at the redemption date unless the Issuer or the Guarantor defaults in the payment of the redemption price. 

Notwithstanding the foregoing, the Issuer or the Guarantor, as the case may be, may not redeem the Senior Notes under this provision if the
Taxing Jurisdiction changes under the Senior Notes and the Issuer or the Guarantor, as the case may be, is obligated to pay Additional Amounts as a result of a change in the laws or treaties (or any regulations or rulings promulgated thereunder), or
any change in any official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings, of the then current Taxing Jurisdiction which, at the time the latter became a Taxing Jurisdiction under
the Senior Notes, was publicly announced as being or having been formally proposed. 
 Any redemption pursuant to this section shall be
subject to the provisions of Sections 12.1 to 12.4 of the Indenture. 







 The Senior Notes are issuable only in registered form without coupons in denominations of $2,000
and whole multiples of $1,000 in excess of $2,000. As provided in the Indenture and subject to certain limitations therein set forth, Senior Notes are exchangeable for a like aggregate principal amount of Senior Notes of a different authorized
denomination, as requested by the Holder surrendering the same upon surrender of the Senior Note or Senior Notes to be exchanged at the office or agency of the Issuer. 

No recourse shall be had for payment of the principal of or interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator, as such or against any past, present or future shareholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any
successor, under any rule, law, statute or constitutional provision, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released, by the acceptance hereof and
as part of the consideration for the issuance hereof. 
 Unless the certificate of authentication hereon has been executed by the Trustee by
manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 This Note
shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such state, except as may be required by mandatory provisions of law. 







 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, 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 under Uniform Gift to Minors Act
		  		  	  
	  	
		  		  	(State)	  	
				
	TEN ENT – as tenants by the entireties	  		  		  	
				
	JT TEN – as joint tenants with rights of	  		  	CUST — Custodian survivorship and not as tenants in common	  	

 Additional abbreviations may also be used 

though not on the above list. 
 FOR VALUE
RECEIVED, the undersigned hereby sell(s) and transfer(s) unto 
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE 

 
  
  

 
  

 
 (please insert Social Security or other identifying
number of assignee) 
 the within Note and all rights thereunder, hereby irrevocably constituting and appointing 

 
  
  

 
  

 
 agent to transfer said Note on the books of the
Issuer, with full power of substitution in the premises. 
  

							
	Dated:	 		 		 	  

				
		 		 		 	  

		 		 		 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatever.