EX-4.1



 Exhibit 4.1 

 

			
	5.50% SERIES D PREFERRED SHARES	 	5.50% SERIES D PREFERRED SHARES
		
		 	CUSIP NO. G0692U 117
	ORGANIZED UNDER THE LAWS OF BERMUDA	 	See reverse for certain definitions

 AXIS CAPITAL HOLDINGS LIMITED 
 5.50% SERIES D PREFERRED SHARES 
 This Certifies that
                                         
                                         
                       
 is
the registered owner of
                                         
                                         
       
 FULLY PAID AND NON-ASSESSABLE 5.50% SERIES D PREFERRED SHARES, 

PAR VALUE OF U.S. $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.