Form of Stock Certificate



 Exhibit 4.1 

 

			
	6.875% SERIES C PREFERRED SHARES	 	6.875% SERIES C PREFERRED SHARES
		
		 	CUSIP NO. GO692U307
	ORGANIZED UNDER THE LAWS OF BERMUDA	 	See reverse for certain definitions

 AXIS CAPITAL HOLDINGS LIMITED 
 6.875% SERIES C PREFERRED SHARES 
 This Certifies that
                                         
                                         
       
 is the registered owner of
                                         
                            
 FULLY PAID AND NON-ASSESSABLE 6.875% SERIES C PREFERRED SHARES, PAR 
 VALUE OF US
$0.0125 PER SHARE, OF 
 AXIS CAPITAL HOLDINGS LIMITED transferable on the books of the Company by the holder hereof in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued under and shall be subject to all the provisions of the Memorandum of Association and Bye-Laws of the Company and
the Certificate of Designations approved by the Board of Directors of the Company and any amendments thereto, copies of which are on file with the Transfer Agent, to all of which the holder by acceptance hereof assents. This Certificate is not valid
until countersigned and registered by the Transfer Agent and Registrar. 
 WITNESS the seal of the Company and the facsimile
signatures of its duly authorized officers. 
 Dated:
                     
  

					
	  
	 		  	  

	SECRETARY	 		  	CHIEF EXECUTIVE OFFICER AND PRESIDENT

 COUNTERSIGNED AND REGISTERED: 
             COMPUTERSHARE 

            TRANSFER AGENT AND REGISTRAR 

 

			
	By:	 	  

		 	Authorized Signature








 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 entireties
                                         
                                         
                  (Cust)                (Minor) 

JT TEN              - as joint tenants with right of under Uniform Gifts to Minors
survivorship and 
 not as tenants Act
                     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 
 POSTAL CODE OF ASSIGNEE) 
  

	
	  

	
	  

	
	  


 Shares represented by the within Certificate, and do hereby 

irrevocably constitute and appoint 
  

	
	  

	Attorney to transfer the said Shares on the books of the within named Company 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 CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGE- MENT OR ANY
CHANGE WHATEVER.

 Signature(s) Guaranteed: 
  

	
	  

	
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION (BANKS, STOCKBROKERS, SAVINGS ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN ANY APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.








 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE COMPANY WILL
REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.