Exhibit
4.1

CERTIFICATE OF DESIGNATION

OF

5.625% PERPETUAL PREFERRED INCOME EQUITY REPLACEMENT
SECURITIES

(PERPETUAL PIERS)

OF

ASPEN INSURANCE HOLDINGS LIMITED

ASPEN
INSURANCE HOLDINGS LIMITED, a Bermuda company (the
"Company"), hereby certifies that
pursuant to resolutions of the Board of Directors of the Company duly
adopted on October 17, 2005 and of the Pricing Committee of the Board
of Directors duly adopted on December 6, 2005, (i) the creation of the
series of Perpetual Preferred Income Equity Replacement Securities
(Perpetual PIERS), par value 0.15144558¢ per share (the
"Perpetual PIERS"), (ii) the issue of
4,000,000 Perpetual PIERS (the "Firm Perpetual
PIERS") and (iii) the grant to the Underwriter of an
option to purchase up to 600,000 additional Perpetual PIERS (the
"Option Perpetual PIERS") and the
issue of such Option Perpetual PIERS, were authorized and the
designation, rights, preferences, privileges and qualifications,
limitations and restrictions of all 4,600,000 Perpetual PIERS (in
addition to the applicable provisions set forth in the Company's
Memorandum of Association (the "Memorandum of
Association") and Amended and Restated Bye-Laws (the
"Bye-Laws")), were fixed as
follows:

			
		1. 	Designation.


The designation of this series of preference shares shall
be the "5.625% Perpetual Preferred Income Equity
Replacement Securities (Perpetual PIERS)" (hereinafter
referred to as "Perpetual PIERS"), and
the number of shares constituting this series shall be 4,600,000. The
Perpetual PIERS shall have an issue price of, and a liquidation
preference (the "liquidation
preference") of, U.S.$50 per Perpetual PIERS. The
number of authorized Perpetual PIERS may be reduced (but not below the
number then issued and outstanding and the number of Perpetual PIERS
issuable upon exercise of the Underwriter's option pursuant to
the Underwriting Agreement then outstanding) by further resolution duly
adopted by the Board of Directors. No such reduction shall affect the
due authorization of any issued and outstanding Perpetual PIERS of this
series

			
		2. 	Definitions.


As used herein, the following terms shall have the
following meanings:

"Additional
Ordinary Shares" has the meaning assigned to such term
in Section 15(a).

"Adjustment
Event" has the meaning assigned to such term in
Section 16(k).

"Affiliate" has the
meaning ascribed to it, on the date hereof, under Rule  405 of
the Securities Act of 1933, as amended.

"Agent Members" has the
meaning assigned to such term in Section 22.

"Applicable
Consideration" has the meaning assigned to such term
in Section 17.

"Appointing Preference
Shares" mean any other class or series of preference
shares of the Company, including any Perpetual Preference Shares,
ranking equally with the Perpetual PIERS either as to dividend rights
or rights upon liquidation, winding-up or dissolution and upon which
like appointing rights have been conferred and are exercisable.

"Appointing Rights" have
the meaning assigned to such term in Section 6(c).

"Board of Directors"
means the Board of Directors of the Company or, with respect to any
action to be taken by the Board of Directors, any committee of the
Board of Directors duly authorized to take such action.

1








"Business
Day" means a day that is a Monday, Tuesday, Wednesday,
Thursday or Friday and is not a day on which banking institutions in
New York City or Bermuda generally are authorized or obligated by law
or executive order to close.

"Capital
Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of
such Person, including any Preferred Stock, but excluding any debt
securities convertible into such equity.

"Closing Sale Price" of
the Ordinary Shares on any date means the closing price per Ordinary
Share (or if no closing price is reported, the average of the closing
bid and ask prices or, if more than one in either case, the average of
the average closing bid and the average closing ask prices) on such
date as reported on the principal United States national or regional
securities exchange on which the Ordinary Shares are listed or, if the
Ordinary Shares are not listed on a United States national or regional
securities exchange, as reported by The Nasdaq National Market or, if
the Ordinary Shares are not quoted on The Nasdaq National Market, as
reported by the principal other market on which the Ordinary Shares are
then traded. In the absence of such a quotation, the Closing Sale Price
will be an amount determined by a nationally recognized securities
dealer retained by the Company to make such determination.

"Continuing Directors"
mean, as of any date of determination, any member of the Board of
Directors who was a member of the Board of Directors on the Issue Date
or was thereafter nominated for election by members of the Board of
Directors or appointed by members so nominated from time to time.

"Conversion Agent"
initially means Mellon Investors Services LLC. The Company may, in its
sole discretion, remove the Conversion Agent within 10 calendar
days' prior notice to the Conversion Agent, provided that
the Company shall appoint a successor Conversion Agent who shall accept
such appointment prior to the effectiveness of such removal.

"Conversion Date" has the
meaning assigned to such term in Section 12(b).

"Conversion Price" on any
date of determination means U.S.$50 divided by the Conversion Rate as
of such date.

"Conversion
Rate" means the number of Ordinary Shares into which
each Perpetual PIERS is convertible, which is initially 1.7077, subject
to adjustments as set forth herein.

"Current Market Price"
has the meaning assigned to such term in Section 16(g)(i).

"Daily Conversion Value"
has the meaning assigned to such term in Section 14(a).

"Daily Settlement Amount"
has the meaning assigned to such term in Section 14(a).

"Depositary" means, with
respect to Perpetual PIERS issuable in whole or in part in the form of
one or more Global Perpetual PIERS, a clearing agency registered under
Section 17A of the Exchange Act that is designated to act as depositary
for such Perpetual PIERS, and initially shall be DTC.

"Depositary Participant"
means a member of, or participant in, the Depositary.

"Determination Date" has
the meaning assigned to such term in Section 16(k).

"Distributed Assets" has
the meaning assigned to such term in Section 16(d).

"Dividend Payment Date"
means January 1, April 1, July 1 and October 1 of each year, commencing
April 1, 2006.

"Dividend
Period" means the period from and including a Dividend
Payment Date to, but excluding, the next Dividend Payment Date, except
that the initial Dividend Period for the Firm Perpetual PIERS and any
Option Perpetual PIERS will commence on and include the Issue Date and
will end on and exclude the Dividend Payment Date on April 1, 2006.

"Dividend Rate" has the
meaning assigned to such term in Section 4(a).

2








"Dividend Record
Date" means, with respect to each Dividend Payment
Date, 5:00 p.m. (New York City time) on the December 15, March
15, June  15 or September  15 immediately preceding such
Dividend Payment Date.

"Dividend
Threshold Amount" has the meaning assigned to such
term in Section 16(e).

"DTC" means The
Depository Trust Company.

"Effective
Date" means the date on which a Fundamental Change
occurs.

"Exchange
Act" means the United States Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated
thereunder.

"Expiration
Time" has the meaning assigned to such term in Section
16(f).

"Extraordinary
Distribution" has the meaning assigned to such term in
Section 16(d).

"Fair Market
Value" means, except as otherwise specified in Section
16(d), the amount which a willing buyer would pay a willing seller in
an arm's-length transaction, as determined by the Board of
Directors, whose determination shall be made in good faith, and absent
manifest errors, shall be final and binding on holders.

"Firm Perpetual PIERS"
has the meaning assigned to such term in the Introductory paragraph of
this Certificate of Designation.

"Fiscal Quarter" means,
with respect to the Company, the fiscal quarter publicly disclosed by
the Company. The Company shall confirm the ending dates of its fiscal
quarters for the current fiscal year to the Conversion Agent upon the
Conversion Agent's request.

"Fundamental Change"
means the occurrence of any of the following after the Issue Date:

(a)    the consolidation or merger of the Company with
or into any other "person" (as this term is
used in Section 13(d)(3) of the Exchange Act), or the sale, lease,
transfer, conveyance or other disposition, in one or a series of
related transactions, of all or substantially all of the
Company's assets and those of its subsidiaries taken as a whole
to any "person" (as this term is used in
Section 13(d)(3) of the Exchange Act), other than:

(i)    any transaction:

(A)    that does not result in any
reclassification, conversion, exchange or cancellation of outstanding
shares of the Company's Capital Stock; and

(B)    pursuant to which the holders of
50% or more of the total voting power of the Company's
Capital Stock entitled to vote generally in elections of directors of
the Company immediately prior to such transaction have the right to
exercise, directly or indirectly, 50% or more of the total
voting power of the Company's Capital Stock entitled to vote
generally in elections of directors of the continuing or surviving
Person immediately after giving effect to such transaction (without
giving effect to any adjustment of voting power as provided in the
Bye-Laws); or

(ii)    any merger primarily for the
purpose of changing the Company's jurisdiction of incorporation
and resulting in a reclassification, conversion or exchange of
outstanding Ordinary Shares solely into Ordinary Shares or shares of
common stock of the surviving entity; or

(b)    the
adoption of a plan the consummation of which would result in the
liquidation, winding-up or dissolution of the Company; or

(c)    the acquisition, directly or indirectly, by any
person or "group" (as such term is used in
Section 13(d)(3) of the Exchange Act), of "beneficial
ownership" (as defined in Rule 13d-3 under the Exchange
Act) of more than 50% of the aggregate voting power of the
Company's Capital Stock (without giving effect to any adjustment
of voting power as provided in the Bye-Laws); or

(d)    the first day on which a majority of the members
of the Board of Directors (exclusive of any Preference Share Directors)
are not Continuing Directors; or

3








(e)    the termination of
trading of the Ordinary Shares, which will be deemed to have occurred
if the Ordinary Shares (or other common stock into which the Perpetual
PIERS become convertible) are neither listed for trading on a United
States national securities exchange nor approved for listing on The
Nasdaq National Market or any similar United States system of automated
dissemination of quotations of securities prices, and no American
Depositary Shares or similar instruments for the Ordinary Shares are so
listed or approved for listing in the United States.

"Fundamental Change Notice
Date" means the date on which the Company gives notice
of a Fundamental Change to the holders, which date shall occur within
five Business Days after the Effective Date.

"Global Perpetual PIERS"
has the meaning assigned to such term in Section 22.

"Holder" or
"holder" means the Person in whose
name a Perpetual PIERS is registered on the Registrar's
books.

"Issue Date"
means December 12, 2005, the original date of issuance of the Perpetual
PIERS.

"Junior
Shares" mean the Ordinary Shares and any other class
of share capital or series of preference shares established after the
Issue Date by the Board of Directors, the terms of which do not
expressly provide that such class or series ranks senior to or on a
parity with the Perpetual PIERS as to dividend rights or rights upon
the liquidation, winding-up or dissolution of the Company.

"Liquidation
Distribution" has the meaning assigned to such term in
Section 8(a).

"liquidation
preference" has the meaning assigned to such term in
Section 1.

"Mandatory Conversion
Date" has the meaning assigned to such term in Section
13(b).

"Market Disruption
Event" means the occurrence or existence during the
one-half hour period ending on the scheduled close of trading on any
Settlement Period Trading Day of any material suspension or limitation
imposed on trading (by reason of movements in price exceeding limits
permitted by the stock exchange or otherwise) in the Ordinary Shares or
in any options, contracts or future contracts relating to the Ordinary
Shares.

"Nonpayment"
has the meaning assigned to such term in Section 6(c).

"NYSE" means the New York
Stock Exchange, Inc.

"Officer" means the Chief
Executive Officer, the Chief Financial Officer, the Chief Operating
Officer, the Secretary and the Assistant Secretary of the Company.

"Officers'
Certificate" means a certificate signed by two
Officers.

"Opinion of
Counsel" means a written opinion from legal counsel
who is acceptable to the Transfer Agent. The counsel may be an employee
of or counsel to the Company or the Transfer Agent.

"Option Perpetual PIERS"
has the meaning assigned to such term in the Introductory paragraph of
this Certificate of Designation.

"Ordinary Share Price"
has the meaning assigned to such term in Section 15(a).

"Ordinary Shares" mean
the ordinary shares, par value 0.15144558¢ per share, of the
Company, or any other class of shares resulting from successive changes
or reclassifications of such Ordinary Shares consisting solely of
changes in par value, or from par value to no par value, or as a result
of a subdivision, combination, merger, consolidation or similar
transaction in which the Company is a constituent corporation.

"Parity Shares" mean the
Perpetual Preference Shares and any class of share capital or series of
preference shares established after the Issue Date by the Board of
Directors, the terms of which expressly provide that such class or
series will rank on a parity with the Perpetual PIERS as to dividend
rights or rights upon the liquidation, winding-up or dissolution of the
Company.

"Paying
Agent" initially means Mellon Investors Services LLC.
The Company may, in its sole discretion, remove the Paying Agent within
10 calendar days' prior notice to the Paying Agent, provided that
the Company shall appoint a successor Paying Agent who shall accept
such appointment prior to the effectiveness of such removal.

4








"Perpetual
Preference Shares" mean the series of preference
shares, par value 0.15144558¢ per share, of the Company designated
as the "Perpetual Preference Shares."

"Person" means any
individual, corporation, general partnership, limited partnership,
limited liability partnership, joint venture, association, joint-stock
company, trust, limited liability company, unincorporated organization
or government or any agency or political subdivision thereof.

"Preference Share
Director" has the meaning assigned to such term in
Section 6(c).

"Preferred
Stock," as applied to the Capital Stock of any Person,
means Capital Stock of any class of classes (however designated) that
is preferred as the payment of dividends, or as to distribution of
assets upon any voluntary or involuntary liquidation or dissolution of
such Person over other shares of Capital Stock or any other class of
such Person.

"Public Acquirer Common
Stock" has the meaning specified in the definition of
Public Acquirer Fundamental Change.

"Public Acquirer Fundamental
Change" means a Fundamental Change in which the
acquirer has a class of common stock, ordinary shares or American
Depositary Shares traded on a United States national securities
exchange or quoted on The Nasdaq National Market or that shall be so
traded or quoted when issued or exchanged in connection with such
Fundamental Change (the "Public Acquirer Common
Stock"). If an acquirer does not itself have a class
of common stock, ordinary shares or American Depositary Shares
satisfying the foregoing requirement, it shall be deemed to have Public
Acquirer Common Stock if a corporation that directly or indirectly owns
at least a majority of the acquirer has a class of common stock,
ordinary shares or American Depositary Shares satisfying the foregoing
requirement, provided that such corporation has taken all
necessary action to ensure that upon conversion of the Perpetual PIERS
into such class of common stock, ordinary shares or American Depositary
Shares, such class of common stock, ordinary shares or American
Depositary Shares will not be treated as "restricted
securities," and will otherwise be eligible for immediate
sale in the public market by non-affiliates of the Company absent a
registration statement, in which case all references to Public Acquirer
Common Stock shall refer to such class of common stock, ordinary shares
or American Depositary Shares. Majority owned for these purposes means
having "beneficial ownership" (as defined in
Rule 13d-3 under the Exchange Act) of more than 50% of the total
voting power of all shares of the respective entity's capital
stock that are entitled to vote generally in the election of
directors.

"Public Acquirer
Option" has the meaning set forth in Section
15(b).

"Purchased
Shares" has the meaning assigned to such term in
Section 16(f).

"record
date" has the meaning assigned to such term in Section
16(g)(ii).

"Reference
Period" has the meaning assigned to such term in
Section 16(d).

"Register" means the
register of issued Perpetual PIERS maintained by the Registrar.

"Registrar" initially
means Mellon Investors Services LLC. The Company may, in its sole
discretion, remove the Registrar within 10 calendar days' prior
notice to the Registrar, provided that the Company shall appoint
a successor Registrar who shall accept such appointment prior to the
effectiveness of such removal.

"Remarketing Agent" has
the meaning assigned to such term in the Certificate of Designation of
the Perpetual Preference Shares.

"SEC" or
"Commission" means the United States
Securities and Exchange Commission.

"Securities Act" means
the United States Securities Act of 1933, as amended.

"Senior Shares" mean any
class of share capital or series of preference shares established after
the Issue Date by the Board of Directors, the terms of which expressly
provide that such class or series will rank senior to the Perpetual
PIERS as to dividend rights or rights upon the liquidation, winding-up
or dissolution of the Company.

"Settlement Amount" has
the meaning assigned to such term in Section 14(a).

5








"Settlement
Period Trading Day" has the meaning assigned to such
term in Section 14(a).

"Spin-Off" has the
meaning assigned to such term in Section 16(d).

"Spin-Off Valuation
Period" has the meaning assigned to such term in a
Section 16(d).

"Stock Settlement
Averaging Period" has the meaning assigned to such
term in Section 14(a).

"Subsidiary" of any
Person means any corporation, association, partnership or other
business entity of which more than 50% of the total voting power
of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees
thereof that is at the time owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person.

"Trading Day"
means a day during which trading in securities generally occurs on the
NYSE or, if the Ordinary Shares are not listed on the NYSE, on the
principal other United States national or regional securities exchange
on which the Ordinary Shares are then listed or, if the Ordinary Shares
are not listed on a United States national or regional securities
exchange, on The Nasdaq National Market or, if the Ordinary Shares are
not quoted on The Nasdaq National Market, on the principal other market
on which the Ordinary Shares are then traded.

"Transfer Agent"
initially means Mellon Investors Services LLC. The Company may, in its
sole discretion, remove the Transfer Agent with 10 days' prior
notice to the Transfer Agent; provided, that the Company shall
appoint a successor Transfer Agent who shall accept such appointment
prior to the effectiveness of such removal.

"Trigger Event" has the
meaning assigned to such term in Section 16(d).

"Underwriter" means
Lehman Brothers Inc. as party to the Underwriting Agreement.

"Underwriting Agreement"
means the Underwriting Agreement with respect to the Perpetual PIERS,
dated December 6, 2005, between the Company and Lehman Brothers
Inc.

			
		3. 	Ranking.


The Perpetual PIERS will, with respect to dividend rights
or rights upon the liquidation, winding-up or dissolution of the
Company, rank (a)  senior to all Junior Shares, including,
without limitation, the Ordinary Shares, (b)  on a parity with
all Parity Shares, including, without limitation, the Perpetual
Preference Shares, (c)  junior to any Senior Shares and (d)
junior to all of the Company's existing and future debt
obligations.

			
		4. 	Dividend
Rights.


(a)    The holders of outstanding
Perpetual PIERS shall be entitled to receive dividends, when, as and if
declared by the Board of Directors out of funds legally available for
that purpose under Bermuda law and to the extent that at the time of
declaration and payment the Company has reasonable grounds to believe
that it is, and after the payment would be, able to pay its liabilities
as they become due and if the realizable value of its assets would
thereby not be less than the aggregate of its liabilities and issued
share capital and share capital premium accounts, at the rate per annum
of 5.625% of the Liquidation Preference (the
"Dividend Rate"). Dividends on the
Perpetual PIERS shall be payable quarterly in accordance with Section 5
on a non-cumulative basis on each Dividend Payment Date. If any
Dividend Payment Date is not a Business Day, then dividends will be
payable on the first Business Day following such Dividend Payment Date,
without accrual to the actual payment date.

(b)    Dividends shall be paid to the holders of the
Perpetual PIERS on the applicable Dividend Record Date. The Dividend
Record Date shall apply regardless of whether any particular Dividend
Record Date is a Business Day.

(c)    Dividends
payable on the Perpetual PIERS on each Dividend Payment Date will be
computed (1) for any full Dividend Period, on the basis of a 360-day
year of twelve 30-day months and (2) for any period shorter than a full
Dividend Period, on the basis of the actual number of days elapsed.

6








(d)    Dividends on the
Perpetual PIERS shall not be cumulative. To the extent that any
dividends payable on the Perpetual PIERS on any Dividend Payment Date
are not declared and paid, in full or otherwise, on such Dividend
Payment Date, then such unpaid dividends shall not accumulate and the
Company shall have no obligation to pay dividends for such Dividend
Period on or subsequent to such Dividend Payment Date, whether or not
dividends are declared on Perpetual PIERS for any subsequent Dividend
Period.

(e)    So long as any Perpetual PIERS remain
outstanding, unless the full dividends for the most recently ended
Dividend Period on all outstanding Perpetual PIERS and Parity Shares
have been declared and paid (or declared and a sum (or, if elected in
accordance with Section 5, Ordinary Shares) sufficient for the payment
thereof has been set aside): (i) no dividend whatsoever shall be
declared or paid on the Junior Shares; and (ii) no Junior Shares shall
be purchased, redeemed or otherwise acquired for consideration by the
Company, directly or indirectly (other than as a result of a
reclassification of Junior Shares for or into other Junior Shares, or
the exchange or conversion of one share of Junior Shares for or into
another share of Junior Shares). In such event, the restrictions set
forth in the preceding sentence shall continue until such time as full
dividends on all outstanding Perpetual PIERS and Parity Shares have
been declared and paid (or declared and a sum (or, if elected in
accordance with Section 5, Ordinary Shares) sufficient for the payment
thereof has been set aside) for four consecutive Dividend Periods.

(f)    When dividends are not paid in full (or duly
provided for) on any Dividend Payment Date (or, in the case of Parity
Shares having dividend payment dates different from the Dividend
Payment Dates, on a dividend payment date falling within a Dividend
Period) upon the Perpetual PIERS and any Parity Shares, all dividends
declared upon the Perpetual PIERS and all such Parity Shares payable on
such Dividend Payment Date (or, in the case of Parity Shares having
dividend payment dates different from the Dividend Payment Dates, on a
dividend payment date falling within the Dividend Period related to
such Dividend Payment Date) shall be declared pro rata based on
the aggregate liquidation preferences of the Perpetual PIERS and such
Parity Shares.

(g)    Dividends on the Perpetual
PIERS shall cease to be payable upon the Conversion Date or Mandatory
Conversion Date.

(h)    Holders of Perpetual PIERS
shall have the Appointing Rights provided in Section 6(c).

			
		5. 	Method of Payment of
Dividends.


(a)    Subject to the restrictions
set forth herein, dividends on the Perpetual PIERS may be paid:

(i)    in cash;

(ii)    by delivery
of Ordinary Shares; or

(iii)    through any
combination of cash and Ordinary Shares.

(b)    Dividend payments on the Perpetual PIERS will be
made in cash, except to the extent the Company elects to make all or
any portion of such payment in Ordinary Shares by giving notice to
holders, by first class mail sent to their addresses set forth in the
Register on the 10th  Trading Day prior to the
applicable Dividend Record Date, that the Company has made such
election and specifying the portion of such payment that will be made
in cash and the portion of such payment that will be made in Ordinary
Shares.

(c)    Ordinary Shares issued in full or
partial payment of a dividend shall be valued for such purpose at
97% of the average Closing Sale Price of the Ordinary Shares for
a five consecutive Trading Day period ending on the third Trading Day
immediately prior to the applicable Dividend Payment Date;
provided, however, that the Company has a sufficient
number of Ordinary Shares authorized to make such payment.

(d)    No fractional Ordinary Shares will be delivered
to holders in full or partial payment of a dividend. A cash adjustment
will be paid to each holder that would otherwise be entitled to a
fractional Ordinary Share based on the Closing Sale Price on the Third
Trading Day immediately preceding the applicable Dividend Payment
Date.

7








(e)    Notwithstanding the
provisions of Section 5(a), no full or partial payment of a dividend on
the Perpetual PIERS may be made by delivery of Ordinary Shares unless,
prior to 5:00 p.m. (New York City time) on the Business Day immediately
preceding the applicable Dividend Payment Date, the Ordinary Shares to
be delivered as payment therefor have been:

(i)    registered under the Securities Act, if
required, and if so, a registration statement is effective to permit
the resale of the Ordinary Shares by the holder thereof;

(ii)    qualified or registered under
applicable state securities laws, if required; and

(iii)    approved for listing on the NYSE (or
if the Ordinary Shares are not listed on the NYSE, on the principal
other United States national or regional securities exchange on which
the Ordinary Shares are then listed or, if the Ordinary Shares are not
listed on a United States national or regional securities exchange, on
The Nasdaq National Market).

			
		6. 	Voting, Appointing and
Other Rights.


(a)    The Perpetual PIERS shall
have no voting rights except as provided in Section 6(b) and Section 7
and as required by Bermuda law from time to time.

(b)    Notwithstanding the Bye-Laws, so long as any
Perpetual PIERS remain outstanding, unless a greater percentage shall
then be required by applicable law, the Company shall not, without the
affirmative vote or written consent of the holders of at least 66
2/3% of the aggregate liquidation preference of the Perpetual
PIERS then outstanding and all series of Appointing Preference Shares
then outstanding, voting or consenting, as the case may be, together as
a single class:

(i)    authorize or issue
any class or series of Senior Shares (or any security convertible into
or exchangeable for Senior Shares); or

(ii)    amend the Memorandum of Associations
or Bye-Laws in such a manner that would materially adversely affect the
specified rights, preferences or privileges of holders of the Perpetual
PIERS.

For the avoidance of doubt, the Company may
create, authorize, increase the authorized amount of, or issue any
class or series of Parity Shares or Junior Shares, without the
affirmative vote or written consent of the holders of the Perpetual
PIERS, and in taking such actions the Company shall not be deemed to
have materially adversely affected the specified rights, preferences or
privileges of the holders of the Perpetual PIERS.

(c)    Whenever full dividends on any Perpetual PIERS
shall have not been declared and paid for the equivalent of any six
Dividend Periods, whether or not consecutive (a
"Nonpayment"), the holders of the
Perpetual PIERS then outstanding and all series of Appointing
Preference Shares then outstanding, acting together as a single class,
will be entitled to the appointment (the "Appointing
Rights") of a total of two additional members to the
Board of Directors (each, a "Preference Share
Director"); provided that the appointment of
any such directors shall not cause the Company to violate the corporate
governance requirement of the NYSE as applied to United States issuers
(or any other securities exchange or automated quotation system on
which securities of the Company may be then listed) that listed
companies must have a majority of independent directors. In the event
of a Nonpayment, the number of members of the Board of Directors shall
automatically increase by two, subject to the Bye-Laws. The Preference
Share Directors shall be selected by the holders of at least a majority
of the aggregate liquidation preference of the Perpetual PIERS and any
Appointing Preference Shares at a special meeting called at the request
of the holders of at least 20% of the then outstanding aggregate
liquidation preference of the Perpetual PIERS and any series of
Appointing Preference Shares then outstanding. Whether a majority of
our Perpetual PIERS and any Appointing Preference Shares have been
affirmatively voted in favor of an appointment shall be determined by
reference to the aggregate liquidation preference of the Perpetual
PIERS and any Appointing Preference Shares affirmatively voted at the
meeting called to exercise the Appointing Rights.

If the
holders of the Perpetual PIERS become entitled to the appointment of
Preference Share Directors to the Board of Directors, the Company shall
promptly give notice to all holders by first class mail sent


8









to their addresses set forth in the Register
and take all action necessary, including calling a meeting or
circulating a consent to permit the nomination and selection of such
directors.

The Board of Directors shall promptly duly
appoint the Preference Share Directors selected by the holders of the
Perpetual PIERS and any series of Appointing Preference Shares then
outstanding in accordance with this Section 6(c). The Board of
Directors shall, subject to the Bye-Laws, determine which class or
classes, as applicable, of directors the Preference Share Directors
shall be a part of and shall allocate the Preference Share Directors to
the class or classes, as applicable, having the longest terms of office
remaining at the time of such appointment. Each Preference Share
Director shall each be entitled to one vote per director on any matter.
If, at the time the Appointing Rights are vested in the holders of the
Perpetual PIERS and any Appointing Preference Shares, there are not two
vacancies on the Board of Directors, the Company will use its best
efforts to increase the number of directors constituting the Board of
Directors.

So long as a Nonpayment shall continue, any
vacancy in the office of a Preference Share Director (other than prior
to the initial appointment of Preference Share Directors after a
Nonpayment) may be filled by the Board of Directors pursuant to an
exercise of the Appointing Rights of the holders of at least a majority
of the aggregate liquidation preference of the Perpetual PIERS then
outstanding and any other Appointing Preference Shares then
outstanding, acting together as a single class.

When the
term of a class of directors of which any Preference Share Director is
a part is expiring, the Board of Directors shall set the size of such
class of directors to be elected by the holders of the Ordinary Shares
at a level to include such Preference Share Director duly appointed by
the Board of Directors upon the exercise of the Appointing Rights.

If and when dividends for four consecutive Dividend Periods
following a Nonpayment have been paid in full (or declared and a sum
(or, if elected in accordance with Section 5, Ordinary Shares)
sufficient for the payment thereof has been set aside), then the
holders of the Perpetual PIERS shall be divested of the Appointing
Rights (subject to revesting of the Appointing Rights in the event of
any future Nonpayment pursuant to this Section 6(c)) and, if and when
the Appointing Rights of the holders of any other Appointing Preference
Shares shall have ceased, the office of each Preference Share Director
shall, notwithstanding the class of each directors such Preference
Share Directors shall be a part of, automatically be vacated and the
number of directors constituting the Board of Directors shall
automatically be reduced by two. In determining whether dividends have
been fully paid for four consecutive Dividend Periods following a
Nonpayment, the Company may take into account any dividend it elects to
pay for a Dividend Period after the regular Dividend Payment Date for
such Dividend Period has passed.

			
		7. 	Amendment or
Modification; Waiver.


(a)    To the extent
permitted by applicable law, the Board of Directors may modify the
terms of this Certificate of Designation without the consent of any
holder of Perpetual PIERS to:

(i)    evidence the succession of any person
to the obligations of the Company;

(ii)    add to the covenants for the benefit
of holders of the Perpetual PIERS or to surrender any of the rights or
powers of the Company under the Perpetual PIERS;

(iii)    cure any ambiguity or correct or
supplement any provisions that may be inconsistent, provided
that such action shall not adversely affect the interest of the holders
of the Perpetual PIERS in any material respect; or

(iv)    make any other provision with respect
to such matters or questions arising under this Certificate of
Designation which the Company may deem desirable and which shall not
adversely affect the interests of the holders of the Perpetual PIERS in
any material respect.

(b)    Except as provided
below in this Section 7(b), this Certificate of Designation may be
amended, modified or supplemented, and noncompliance in any particular
instance with any provision of this Certificate of Designation or the
Perpetual PIERS may be waived, in each case with the affirmative vote
or written consent of the holders of at least a majority of the
aggregate liquidation preference of the 

9









Perpetual PIERS then outstanding, including
any modification occurring in connection with any merger or
consolidation of the Company or otherwise.

Without the
written consent or the affirmative vote of each holder of the Perpetual
PIERS affected thereby (in addition to the written consent or the
affirmative vote of the holders of at least a majority of the aggregate
liquidation preference of the Perpetual PIERS then outstanding), an
amendment or modification under this Section 7(b) may not:

(i)    change any Dividend Payment Date;

(ii)    reduce the Dividend Rate;

(iii)    change any trigger with respect to
mandatory conversion of the Perpetual PIERS;

(iv)    change the place or currency of
payment of the Perpetual PIERS;

(v)    impair the right to institute suit for
the enforcement of the Perpetual PIERS;

(vi)    adversely affect the holders'
right to convert the Perpetual PIERS in any material respect or reduce
the Settlement Amounts payable or deliverable in satisfaction of the
Company's conversion obligation; or

(vii)    change the percentage of liquidation
preference whose holders must approve any amendment or
modification.

(c)    All of the provisions of this
Section 7 shall apply to the Perpetual PIERS.

			
		8. 	Liquidation
Rights.


(a)    In the event of any
liquidation, winding-up or dissolution of the Company, whether
voluntary or involuntary, the holders of the Perpetual PIERS shall be
entitled to receive and to be paid out of the assets of the Company
available for distribution to its shareholders, after satisfaction of
liabilities of the Company and before any payment or distribution shall
be made on the Ordinary Shares or any other class of shares ranking
junior to the Perpetual PIERS upon liquidation, winding-up or
dissolution of the Company, the liquidation preference plus declared
but unpaid dividends thereon, if any, without accumulation of any
undeclared dividends, and any outstanding conversion obligation with
respect to the Perpetual PIERS which have been converted prior to the
date of the liquidation, winding-up or dissolution of the Company
(collectively, the "Liquidation
Distribution").

(b)    After the
payment to the holders of the Perpetual PIERS of the Liquidation
Distribution to which such holders are entitled as provided for in this
Section 8, the holders of Perpetual PIERS as such shall have no right
or claim to any of the remaining assets of the Company.

(c)    If, upon any liquidation, winding-up or
dissolution of the Company, the amounts payable with respect to the
Perpetual PIERS and any other share capital of the Company ranking on a
parity with the Perpetual PIERS upon liquidation, winding-up or
dissolution of the Company are not paid in full, the holders of the
Perpetual PIERS and of such other share capital shall share ratably in
any such distribution of assets of the Company in proportion to the
full respective liquidation distributions to which they are
entitled.

(d)    Neither the sale, assignment,
transfer or lease of all or substantially all the assets or business of
the Company nor the merger or consolidation of the Company into or with
any other person shall be deemed to be a liquidation, winding-up or
dissolution, voluntary or involuntary, for the purposes of this
Section  8.

			
		9. 	No Rights of
Redemption.


The Perpetual PIERS may not be
redeemed, in whole or in part, at any time prior to maturity.

			
		10. 	Maturity.


The Perpetual PIERS have no stated maturity.

10








			
		11. 	Fundamental
Change.


(a)    In the event of a Fundamental
Change, the Company shall give notice of such Fundamental Change to the
holders by first class mail sent to their addresses set forth in the
Register on the Fundamental Change Notice Date.

(b)    The notice of Fundamental Change must state:

(i)    the Fundamental Change that has
occurred;

(ii)    if applicable, whether
the Public Acquirer Option is being elected;

(iii)    the Conversion Rate then in
effect;

(iv)    that if a holder of
Perpetual PIERS converts in connection with a Fundamental Change, it
will receive the Settlement Amount specified and may elect to tender
for sale in a remarketing the Perpetual Preference Shares such holder
will receive as part of the Settlement Amount.

(v)    the date by which a holder must convert
its Perpetual PIERS to have converted in connection with the
Fundamental Change; provided that such date shall be the tenth
Business Day immediately following the related Fundamental Change
Notice Date unless extended up to the 20th Business Day, if
required by applicable law in effect at that time; and

(vi)    the starting and ending dates of the
applicable Stock Settlement Averaging Period.

(c)    A conversion of a Perpetual PIERS will be deemed
to have been "in connection with" the
Fundamental Change if the Conversion Notice is received by the
Conversion Agent at any time during the period beginning at 9:00 a.m.
(New York City time) on the Business Day immediately following the
related Fundamental Change Notice Date and ending at 5:00 p.m. (New
York City time) on the tenth Business Day immediately following the
related Fundamental Change Notice Date; provided that the tenth
Business Day may be extended up to the 20th Business Day if
required by applicable law in effect at that time.

(d)    In the event of a Fundamental Change deemed to
have occurred upon a termination of trading of the Ordinary Shares
under clause (e) of the definition of Fundamental Change, the Company
covenants to use its commercially reasonable efforts to obtain the
requisite permission of the Bermuda Monetary Authority as expeditiously
as possible to (i) issue Perpetual Preference Shares or Ordinary Shares
in the settlement of its conversion obligation upon a conversion of the
Perpetual PIERS and (ii) transfer any Perpetual Preference Shares in
connection with a remarketing, as provided in the Certificate of
Designation of the Perpetual Preference Shares, or any other sale.

			
		12. 	Conversion
Rights.


(a)    Each holder of Perpetual PIERS
shall have the right, at any time and from time, at its option, to
convert such holder's Perpetual PIERS at the Conversion Rate then
in effect. Upon the holder's exercise of its right to convert
pursuant to this Section 12, the Company will deliver, per Perpetual
PIERS, one Perpetual Preference Share and a number of Ordinary Shares,
if any, as calculated under Section 14.

(b)    To
convert Perpetual PIERS held as a beneficial interest in Global
Perpetual PIERS deposited with or on behalf of DTC, a holder must
deliver to DTC the appropriate instruction form for conversion pursuant
to DTC's conversion program, and, if required pursuant to Section
12(c), pay funds equal to the dividend payable on the next Dividend
Payment Date which the holder is not entitled and, if required pursuant
to Section 12(d), pay all taxes and duties, if any.

To
convert Perpetual PIERS held in certificated form, a holder must (i)
complete and manually sign the conversion notice, in the form of
Exhibit B hereto, on the back of the Perpetual PIERS certificate (or
facsimile thereof); (ii) deliver the completed conversion notice and
the Perpetual PIERS to be converted to the specified office of the
Conversion Agent; (iii) if required by the Conversion Agent, furnish
appropriate endorsements and transfer documents; (iv) if required
pursuant to Section 12(c), pay funds equal to the dividend payable on
the next Dividend Payment Date; and (v) if required pursuant to Section
12(d), pay all taxes or duties, if any.

11








The Conversion Date shall be
the date on which all of the foregoing requirements have been
satisfied; provided, however, that with respect to a
conversion of Perpetual PIERS in connection with a Fundamental Change,
the Conversion Date shall be deemed to be the tenth Business Day (which
may be extended up to the 20th Business Day if required by
applicable law in effect at that time) following the Fundamental Change
Notice Date. The Perpetual PIERS will be deemed to have been converted
immediately prior to 5:00 p.m. (New York City time) on the Conversion
Date.

(c)    Perpetual PIERS surrendered for
conversion between 5:00 p.m. (New York City time) on any Dividend
Record Date and 5:00 p.m. (New York City time) on the Business Day
immediately preceding the corresponding Dividend Payment Date must be
accompanied by payment of an amount equal to the dividend payable on
such Perpetual PIERS on such Dividend Payment Date, if declared;
provided, however, that the Company will return such
payment to the holder if the dividend is not paid by the Company on
such Dividend Payment Date.

(d)    A holder shall
not be required to pay any taxes or duties incurred by the Company
relating the issuance or delivery of Perpetual Preference Shares or
Ordinary Shares, if any, if that holder exercises its conversion
rights, but such holder shall be required to pay any tax or duty which
may be payable relating to any transfer involved in the issuance or
delivery of the Perpetual Preference Shares or Ordinary Shares, if any,
in a name other than the holder's own. Certificates representing
Perpetual Preference Shares and Ordinary Shares, if any, shall be
issued or delivered only after all applicable taxes and duties, if any,
payable by such holder have been paid.

(e)    Commencing on the Conversion Date, dividends will
no longer be payable on the Perpetual PIERS being converted and all
rights of the holder of such Perpetual PIERS will terminate except for
the right to receive the Settlement Amount in accordance with Section
14. No payment or adjustment will be made upon conversion of Perpetual
PIERS for unpaid dividends on the Perpetual PIERS or for dividends with
respect to the Perpetual Preference Shares and Ordinary Shares, if any,
issued upon conversion; provided that for the avoidance of
doubt, a holder on a Dividend Record Date who surrenders Perpetual
PIERS for conversion on the corresponding Dividend Payment Date is
entitled to receive and retain a dividend declared and payable by the
Company on such Dividend Payment Date.

			
		13. 	Mandatory
Conversion.


(a)    At any time on or after
January 1, 2009, the Company shall have the right, at its option, to
cause the Perpetual PIERS, in whole but not in part, to be
automatically converted. Upon the Company's exercise of its right
to cause a mandatory conversion pursuant to this Section 13, the
Company will deliver, per Perpetual PIERS, $50 in cash, in lieu of one
Perpetual Preference Share, and a number of Ordinary Shares, if any, as
provided under Section 14.

The Company may exercise
its right to cause a mandatory conversion pursuant to this Section
13(a) only if, on or after January 1, 2009:

(i)    the Closing Sale Price of the Ordinary
Shares equals or exceeds 130% of the Conversion Price then in
effect for at least 20 Trading Days in any consecutive 30 Trading Day
period, including the last Trading Day of such 30-day period, ending on
the Trading Day prior to the Company's issuance of a press
release announcing the mandatory conversion, as provided in Section
13(b), and, prior to the Company's press release, all declared
and unpaid dividends shall have been paid; or

(ii)    there are fewer than 500,000 Perpetual
PIERS outstanding and, prior to the Company's press release, all
declared and unpaid dividends shall have been paid.

(b)    To exercise the mandatory conversion right
described in Section 13(a), the Company must issue a press release for
publication on the Dow Jones News Service (or its successor) prior to
9:00 a.m. (New York City time) on the first Trading Day following any
date on which the conditions described in Section 13(a) are met,
announcing the mandatory conversion. The Company shall also give notice
of the mandatory conversion by mail or by publication (with subsequent
prompt notice by mail) to the holders by first class mail sent to their
addresses set forth in the Register not more than four Business Days
after the date of the press release announcing the mandatory
conversion. The Conversion Date will be the date on which the Company
issues the press release (the "Mandatory Conversion
Date").

12








(c)    In addition to any
information required by applicable law or regulation, the press release
and notice of a mandatory conversion described in Section 13(b) shall
state, as appropriate:

(i)    the
Mandatory Conversion Date;

(ii)    the
number of Perpetual PIERS to be converted, which shall be all of the
outstanding Perpetual PIERS;

(iii)    the
Conversion Rate then in effect;

(iv)    the CUSIP, ISIN or similar number or
numbers of the Perpetual PIERS to be converted;

(v)    that the Settlement Amount per
Perpetual PIERS shall equal $50 in cash and a number of Ordinary
Shares, if any, to be determined during the applicable Stock Settlement
Averaging Period; and

(vi)    the date on
which the Company expects to deliver the Settlement Amount to holders,
which shall be the date determined pursuant to Section 14(c).

(d)    Commencing on the Mandatory Conversion Date,
dividends will no longer be payable on the Perpetual PIERS and all
rights of holders of such Perpetual PIERS will terminate except for the
right to receive the Settlement Amount in accordance with Section 14.
No payment or adjustment will be made upon mandatory conversion of
Perpetual PIERS for unpaid dividends on the Perpetual PIERS or for
dividends with respect to the Ordinary Shares, if any, issued upon such
conversion.

			
		14. 	Settlement Upon
Conversion.


(a)    Upon any conversion of
Perpetual PIERS pursuant to Section 12, the Company will deliver to
converting Holders in respect of each Perpetual PIERS being converted a
"Settlement Amount" equal to one
Perpetual Preference Share and a number of Ordinary Shares, if any,
equal to the sum of the Daily Settlement Amounts for each day of the 20
Settlement Period Trading Days during the applicable Stock Settlement
Averaging Period.

Upon any conversion of Perpetual
PIERS pursuant to Section 13, the Company will deliver to holders in
respect of each Perpetual PIERS being converted a Settlement Amount
equal to $50 in cash and a number of Ordinary Shares, if any, equal to
the sum of the Daily Settlement Amounts for each day of the 20
Settlement Period Trading Days during the applicable Stock Settlement
Averaging Period.

"Stock Settlement
Averaging Period" means, with respect to any Perpetual
PIERS, the period of 20 consecutive Settlement Period Trading Days
beginning on and including the second Settlement Period Trading Day
after the Conversion Date.

"Daily
Settlement Amount", for each Perpetual PIERS, for each
of the 20 Settlement Period Trading Days during the Stock Settlement
Averaging Period, shall equal, to the extent Daily Conversion Value
exceeds $2.50, a number of Ordinary Shares equal to the difference
between the Daily Conversion Value and $2.50, divided by the Closing
Sale Price of the Ordinary Shares for such day.

"Daily Conversion Value"
means, for each of the 20 consecutive Settlement Period Trading Days
during the Stock Settlement Averaging Period, one-twentieth (1/20) of
the product of (1) the applicable Conversion Rate and (2) the Closing
Sale Prices of the Ordinary Shares (or the consideration into which the
Common Stock has been converted in connection with transactions to
which Section 17 is applicable) on such day. For the purposes of
determining the Daily Conversion Value, the following provisions shall
apply: (i) if the Applicable Consideration includes securities for
which the price can be determined in a manner contemplated by the
definition of "Closing Sale Price," then the
value of such securities shall be determined in accordance with the
principles set forth in such definition; (ii) if the Applicable
Consideration includes other property (other than securities as to
which clause (i) applies or cash), then the value of such property
shall be the Fair Market Value of such property; and (iii) if the
Applicable Consideration includes cash, then the value of such cash
shall be the amount thereof.

"Settlement Period Trading
Day" means a day during which (i) trading in the
Ordinary Shares generally occurs, (ii) there is no Market Disruption
Event and (iii) a Closing Sale Price for the Ordinary 

13









Shares is provided on the NYSE or, if the
Ordinary Shares are not listed on the NYSE, on the principal other
United States national or regional securities exchange on which the
Ordinary Shares are then listed or, if the Ordinary Shares are not
listed on a United States national or regional securities exchange, on
The Nasdaq National Market, or, if the Ordinary Shares are not quoted
on The Nasdaq National Market, on the principal other market on which
the Ordinary Shares are then traded; provided, however,
that if the Ordinary Shares are not traded on any market, then
"Settlement Period Trading Day" means a day
the Closing Sale Price can be obtained.

(b)    No
fractional Ordinary Shares shall be issued by the Company upon
conversion of the Perpetual PIERS. In lieu of a fractional Ordinary
Share, the holder shall receive an amount of cash equal to the
fractional Ordinary Share multiplied by the Closing Sale Price on the
Trading Day immediately preceding the Conversion Date.

(c)    The Settlement Amount will be delivered to
converting Holders on the third Business Day immediately following the
last day of the Stock Settlement Averaging Period.

			
		15. 	Conversion Rate
Adjustments Related to a Fundamental Change.


(a)    Subject to Section 15(b), if and only to the
extent a holder elects to convert Perpetual PIERS in connection with a
Fundamental Change (as defined in Section 11(c)), the Conversion Rate
applicable to such converted Perpetual PIERS shall be increased by a
number of additional Ordinary Shares (the "Additional
Ordinary Shares") as set forth below. The number of
Additional Ordinary Shares shall be determined by reference to the
table below, based on the Effective Date and the price paid per
Ordinary Share in the Fundamental Change (the "Ordinary
Share Price"). If holders of Ordinary Shares receive
only cash in the Fundamental Change, the Ordinary Share Price shall be
the cash amount paid per Ordinary Share. Otherwise, the Ordinary Share
Price shall be the average of the Closing Sale Prices of the Ordinary
Shares on the five Trading Days prior to, but not including, the
Effective Date of such Fundamental Change.

The numbers
of Additional Ordinary Shares set forth in the table below shall be
adjusted as of any date on which the Conversion Rate is adjusted in the
same manner in which the Conversion Rate is adjusted. The Ordinary
Share Prices set forth in the table below shall be adjusted, as of any
date on which the Conversion Rate is adjusted, to equal the Ordinary
Share Prices applicable immediately prior to such adjustment multiplied
by a fraction, of which

(1)    the
numerator shall be the Conversion Rate immediately prior to the
adjustment and

(2)    the denominator
shall be the Conversion Rate as so adjusted.

The
following table sets forth the Ordinary Share Prices and number of
Additional Ordinary Shares by which the Conversion Rate shall be
adjusted:





																																											
	 		Ordinary
Share
Price
	Effective
Date		$24.00		$30.00		$35.00		$40.00		$45.00		$50.00		$55.00		$60.00		$65.00		$70.00
	December
12,
2005		 	0.3756	 		 	0.2190	 		 	0.1497	 		 	0.1099	 		 	0.0861	 		 	0.0707	 		 	0.0600	 		 	0.0566	 		 	0.0538	 		 	0.0512	 
	January
1,
2007		 	0.3649	 		 	0.1969	 		 	0.1236	 		 	0.0847	 		 	0.0640	 		 	0.0520	 		 	0.0442	 		 	0.0421	 		 	0.0403	 		 	0.0386	 
	January
1,
2008		 	0.3558	 		 	0.1727	 		 	0.0897	 		 	0.0505	 		 	0.0350	 		 	0.0281	 		 	0.0241	 		 	0.0232	 		 	0.0224	 		 	0.0216	 
	January
1,
2009		 	0.3543	 		 	0.1598	 		 	0.0513	 		 	0.0000	 		 	0.0000	 		 	0.0000	 		 	0.0000	 		 	0.0000	 		 	0.0000	 		 	0.0000	 
	Thereafter		 	0.3543	 		 	0.1598	 		 	0.0513	 		 	0.0000	 		 	0.0000	 		 	0.0000	 		 	0.0000	 		 	0.0000	 		 	0.0000	 		 	0.0000	 
	






If
the Ordinary Share Price and Effective Date are not set forth on the
table above and the Ordinary Share Price is between two Ordinary Share
Prices on the table or the Effective Date is between two days on the
table, the number of Additional Ordinary Shares shall be determined by
straight-line interpolation between the number of Additional Ordinary
Shares set forth for the higher and lower Ordinary Share Price and the
two Effective Dates, as applicable, based on a 360-day year.

If the Ordinary Share Price is:

(i)    in excess of $70.00 per share (subject
to adjustment), no Additional Ordinary Shares shall be issued upon
conversion; or

14








(ii)    less than
$24.00 per share (subject to adjustment), no Additional Ordinary Shares
shall be issued upon conversion.

Notwithstanding the
foregoing, in no event will the Conversion Rate as adjusted pursuant to
this Section 15(a) exceed 2.0833, subject to adjustments in the same
manner as the Conversion Rate.

(b)    In the event
of a Public Acquirer Fundamental Change, the Company may, in lieu of
adjusting the Conversion Rate pursuant to Section 15(a), elect to
adjust its Conversion Obligation and the Conversion Rate (the
"Public Acquirer Option") such that
from and after the Effective Date of such Public Acquirer Fundamental
Change, the holders of the Perpetual PIERS shall be entitled to convert
their Perpetual PIERS, in accordance with Section 12, based on a
conversion rate of a number of shares of Public Acquirer Common Stock
calculated by adjusting the Conversion Rate in effect immediately
before the Public Acquirer Fundamental Change shall be adjusted by
multiplying it by a fraction:

(1)    the
numerator of which shall be (A) in the case of a share exchange,
consolidation, merger or binding share exchange, pursuant to which the
Ordinary Shares are converted into cash, securities or other property,
the average value of all cash and any other consideration (as
determined by the Board of Directors) paid or payable per Ordinary
Share or (B) in the case of any other Public Acquirer Fundamental
Change, the average of the Closing Sale Prices of the Ordinary Shares
for the five consecutive Trading Days prior to but excluding the
Effective Date of such Public Acquirer Fundamental Change; and

(2)    the denominator of which shall be the
average of the Closing Sale Prices of the Public Acquirer Common Stock
for the five consecutive Trading Days commencing on the Trading Day
next succeeding the Effective Date of such Public Acquirer Fundamental
Change.

The Company shall notify holders of its
election of the Public Acquirer Option by providing notice as set forth
in Section 11.

(c)    If the Company elects to make
the adjustment to the Conversion Rate described in Section 15(b) in the
event of a Public Acquirer Fundamental Change, holders of the Perpetual
PIERS will not be entitled to receive any increase in the Conversion
Rate pursuant to Section 15(a).

(d)    To facilitate
the remarketing or redemption of Perpetual Preference Shares issuable
upon a voluntary conversion of Perpetual PIERS in connection with the
Fundamental Change, the Company will issue the Perpetual Preference
Shares on the date the holder submits the notice of election to tender
for sale in a remarketing (rather than the third Business Day
immediately following the last day of the applicable Stock Settlement
Averaging Period), and deliver such Perpetual Preference Shares on
behalf of the holder to the Remarketing Agent or an agent for the
Company to be determined in the event the Company elects to redeem the
Perpetual Preference Shares.

			
		16. 	Other Adjustments of
Conversion Rate.


The Conversion Rate shall be
adjusted from time to time by the Company as follows:

(a)    In case the Company shall, at any time or from
time to time while any of the Perpetual PIERS are outstanding, pay a
dividend in Ordinary Shares or make a distribution in Ordinary Shares
on any class or any class of the Company's share capital other
than the Perpetual PIERS, then the Conversion Rate in effect at 9:00
a.m. (New York City time) on the date following the Record Date fixed
for the determination of shareholders entitled to receive such dividend
or other distribution shall be increased by multiplying such Conversion
Rate by a fraction:

(1)    the numerator
of which shall be the sum of the number of Ordinary Shares outstanding
at 5:00 p.m. (New York City time) on the date fixed for the
determination of shareholders entitled to receive such dividend or
other distribution plus the total number of Ordinary Shares
constituting such dividend or other distribution; and

(2)    the denominator of which shall be the
number of Ordinary Shares outstanding at 5:00 p.m. (New York City time)
on the date fixed for such determination,

such
increase to become effective immediately after 9:00 a.m. (New York City
time) on the day following the date fixed for such determination. If
any dividend or distribution of the type 

15









described in this Section 16(a) is declared
but not so paid or made, the Conversion Rate shall again be adjusted to
the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

(b)    In case
outstanding Ordinary Shares shall be subdivided into a greater number
of Ordinary Shares, the Conversion Rate in effect at 9:00 a.m. (New
York City time) on the day following the day upon which such
subdivision becomes effective shall be proportionately increased, and
conversely, in case outstanding Ordinary Shares shall be combined into
a smaller number of Ordinary Shares, the Conversion Rate in effect at
9:00 a.m. (New York City time) on the day following the day upon which
such combination becomes effective shall be proportionately reduced,
such increase or reduction, as the case may be, to become effective
immediately after 9:00 a.m. (New York City time) on the day following
the day upon which such subdivision or combination becomes
effective.

(c)    In case the Company shall issue
rights or warrants (other than any rights or warrants referred to in
Section 16(d)) to all or substantially all holders of the outstanding
Ordinary Shares entitling them to subscribe or purchase, for a period
of up to 45 calendar days, Ordinary Shares at a price per share less
than the Current Market Price on the Trading Day immediately preceding
the date of announcement of such issuance of such rights or warrants,
the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect
immediately prior to the date fixed for determination of shareholders
entitled to receive such rights or warrants by a fraction,

(1)    the numerator of which shall be the
number of Ordinary Shares outstanding on the date fixed for
determination of shareholders entitled to receive such rights or
warrants plus the total number of additional Ordinary Shares offered
for subscription or purchase, and

(2)    the denominator of which shall be the
sum of the number of Ordinary Shares outstanding at 5:00 p.m. (New York
City time) on the date fixed for determination of shareholders entitled
to receive such rights or warrants plus the number of Ordinary Shares
that the aggregate offering price of the total number of Ordinary
Shares so offered would purchase at such Current Market Price.

Such adjustment shall be successively made whenever any
such rights or warrants are issued, and shall become effective
immediately after 9:00 a.m. (New York City time) on the day following
the date fixed for determination of shareholders entitled to receive
such rights or warrants. To the extent that Ordinary Shares are not
delivered after the expiration of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would
then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of delivery of only the
number of Ordinary Shares actually delivered. If such rights or
warrants are not so issued, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such date
fixed for the determination of shareholders entitled to receive such
rights or warrants had not been fixed. In determining whether any
rights or warrants entitle the holders to subscribe for or purchase
Ordinary Shares at less than such Current Market Price, and in
determining the aggregate offering price of such Ordinary Shares, there
shall be taken into account any consideration received by the Company
for such rights or warrants and any amount payable on exercise or
conversion thereof, the value of such consideration, if other than
cash, to be determined by the Board of Directors.

(d)    In case the Company shall, by dividend or
otherwise, distribute to all or substantially all holders of the
Ordinary Shares any class of share capital of the Company, evidences of
its indebtedness or assets (including securities, but excluding (i) any
rights or warrants referred to in Section 16(c), (ii) any dividends or
distributions in connection with a reclassification, change,
consolidation, merger, combination or sale or conveyance to which
Section 17 applies, (iii) any dividends or distributions paid
exclusively in cash or (iv) any dividends or distributions referred to
in Section 16(a)) (any of the foregoing hereinafter in this Section
16(d)) called the "Distributed
Assets"), then, in each such case, the Conversion Rate
shall be increased so that the same shall be equal to the rate
determined by multiplying the Conversion Rate in effect on the record
date with respect to such distribution by a fraction,

16








(1)    the
numerator of which shall be the Current Market Price on such record
date; and

(2)    the denominator of which
shall be the Current Market Price on such record date less the Fair
Market Value on the record date of the portion of the Distributed
Assets so distributed applicable to one Ordinary Share,

such adjustment to become effective immediately prior to 9:00
a.m. (New York City time) on the day following such record date. If
such dividend or distribution is not so paid or made, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then
be in effect if such dividend or distribution had not been
declared.

If the Board of Directors determines the
Fair Market Value of any distribution for purposes of this Section
16(d) by reference to the actual or when issued trading market for any
Distributed Assets comprising all or part of such distribution, it must
in doing so consider the prices in such market over the same period
(the "Reference Period") used in
computing the Current Market Price pursuant to Section 16(g)(i) to the
extent possible, unless the Board of Directors determines in good faith
that determining the Fair Market Value during the Reference Period
would not be in the best interest of the holders. Notwithstanding the
foregoing, (1) in the event any such distribution consists of shares of
capital stock of, or similar equity interests in, one or more of the
Company's Subsidiaries (a
"Spin-Off") or (2) the then Fair
Market Value of the portion of the Distributed Assets so distributed
applicable to one Ordinary Share is equal to or greater than the
Current Market Price on the record date or the Current Market Price
exceeds such Fair Market Value by less than $1.00 (an
"Extraordinary Distribution"), the
Conversion Rate shall be increased so that the same shall be equal to
the rate determined by multiplying the Conversion Rate in effect
immediately prior to 5:00 p.m. (New York City time) on the record date
with respect to such distribution by a fraction:

(1)    the numerator of which shall be the
Current Market Price of the Ordinary Shares, plus the Fair Market Value
of the portion of the distributed assets so distributed applicable to
one Ordinary Share (determined on the basis of the number of Ordinary
Shares outstanding on the record date), determined as set forth above,
and

(2)    the denominator of which shall
be the Current Market Price on such record date;

such
increase shall become effective immediately prior to 9:00 a.m. (New
York City time) on the day following the determination of the Current
Market Price. In the event that such dividend or distribution is not so
paid or made, the Conversion Rate shall again be adjusted to be the
Conversion Rate that would then be in effect if such dividend or
distribution had not been declared. In the case of a Spin-Off, the Fair
Market Value of the securities to be distributed shall equal the
average of the Closing Sale Prices of such securities on the principal
securities market on which such securities are traded for the five
consecutive Trading Days commencing on and including the sixth day of
trading of those securities after the effectiveness of the Spin-Off
(the "Spin-Off Valuation Period"), and
the Current Market Price shall be measured for the same period. In the
event, however, that an underwritten initial public offering of the
securities in the Spin-Off occurs simultaneously with the Spin-Off,
Fair Market Value of the securities distributed in the Spin-Off shall
mean the initial public offering price of such securities and the
Current Market Price shall mean the Closing Sale Price for the Ordinary
Shares on the same Trading Day. In the case of an Extraordinary
Distribution, the Current Market Price shall mean the average of the
Closing Sale Prices of the Ordinary Shares for the five consecutive
Trading Days immediately following the Ex-Date for the Extraordinary
Distribution.

Rights or warrants distributed by the
Company to all holders of Ordinary Shares entitling the holders thereof
to subscribe for or purchase shares of the Company's capital
stock (either initially or under certain circumstances), which rights
or warrants, until the occurrence of a specified event or events
("Trigger Event"): (i) are deemed to
be transferred with such shares of Ordinary Shares; (ii) are not
exercisable; and (iii) are also issued in respect of future issuances
of Ordinary Shares, shall be deemed not to have been distributed for
purposes of this Section 16 (and no adjustment to the Conversion Rate
under this Section 16 will be required) until the occurrence of the
earliest Trigger Event, whereupon such rights and warrants shall be
deemed to have been distributed and an appropriate adjustment (if any
is required) 

17









to the Conversion Rate shall be made under
this Section 16(d). If any such right or warrant, including any such
existing rights or warrants distributed prior to the date of this
Certificate of Designation, are subject to events, upon the occurrence
of which such rights or warrants become exercisable to purchase
different securities, evidences of indebtedness or other assets, then
the date of the occurrence of any and each such event shall be deemed
to be the date of distribution and record date with respect to new
rights or warrants with such rights (and a termination or expiration of
the existing rights or warrants without exercise by any of the holders
thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other
event (of the type described in the preceding sentence) with respect
thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Rate under this
Section 16 was made, (1) in the case of any such rights or warrants
that shall all have been redeemed or repurchased without exercise by
any holders thereof, the Conversion Rate shall be readjusted upon such
final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash
distribution, equal to the per share redemption or repurchase price
received by a holder or holders of Ordinary Shares with respect to such
rights or warrants (assuming such holder had retained such rights or
warrants), made to all holders of Ordinary Shares as of the date of
such redemption or repurchase, and (2) in the case of such rights or
warrants that shall have expired or been terminated without exercise by
any holders thereof, the Conversion Rate shall be readjusted as if such
rights and warrants had not been issued.

No adjustment
of the Conversion Rate shall be made pursuant to this Section 16(d) in
respect of rights or warrants distributed or deemed distributed on any
Trigger Event to the extent that such rights or warrants are actually
distributed or reserved by the Company for distribution to holders of
Perpetual PIERS upon conversion by such holders of Perpetual PIERS.

For purposes of this Section 16(d) and Sections 16(a) and
(b), any dividend or distribution to which this Section 16(d) is
applicable that also includes Ordinary Shares, or rights or warrants to
subscribe for or purchase Ordinary Shares (or both), shall be deemed
instead to be (1) a dividend or distribution of the evidences of
indebtedness, assets or shares of capital stock other than such
Ordinary Shares or rights or warrants (and any Conversion Rate
adjustment required by this Section 16(d) with respect to such dividend
or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such Ordinary Shares or such rights or
warrants (and any further Conversion Rate adjustment required by
Sections 16(a) or 16(b) with respect to such dividend or distribution
shall then be made), except (A) the record date of such dividend or
distribution shall be substituted as "the date fixed for
the determination of shareholders entitled to receive such dividend or
other distribution", "the date fixed for the
determination of shareholders entitled to receive such rights or
warrants" and "the date fixed for such
determination" within the meaning of Section 16(a) and
16(b) and (B) any Ordinary Shares included in such dividend or
distribution shall not be deemed "outstanding at 5:00 p.m.
(New York City time) on the date fixed for such
determination" within the meaning of Section 16(a).

(e)    In case the Company shall, by dividend or
otherwise, distribute to all or substantially all holders of Ordinary
Shares cash (excluding (x) any dividend or distribution in connection
with the liquidation, winding-up or dissolution of the Company, whether
voluntary or involuntary and (y) any quarterly cash dividend on
Ordinary Shares to the extent that the aggregate cash dividend per
Ordinary Share in any quarterly period does not exceed U.S.$0.15 (the
"Dividend Threshold Amount"), then the
Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect on the
applicable record date by a fraction,

(1)    the numerator of which shall be the
Current Market Price on such record date less the Dividend Threshold
Amount; and

(2)    the denominator of
which shall be the Current Market Price on such record date less the
amount of the cash distribution applicable to one Ordinary Share,

such adjustment to be effective immediately prior to 9:00
a.m. (New York City time) on the day following the record date;
provided that if the cash dividend or distribution is not a
regular quarterly dividend, then the Dividend Threshold Amount will be
deemed to be zero. If such dividend or distribution is not so paid or
made, the Conversion Rate shall again be adjusted to be the Conversion
Rate that would then be in effect if such cash dividend or distribution
had not been declared.

18








The Dividend Threshold Amount
is subject to adjustments under the same circumstances under which the
Conversion Rate is subject to adjustment; provided that no
adjustment will be made to the Dividend Threshold Amount for any
adjustment made to the Conversion Rate pursuant to this Section
16(e).

Notwithstanding the foregoing, in no event will
the Conversion Rate as adjusted pursuant to this Section 16(e) exceed
2.0833, subject to adjustments in the same manner as the Conversion
Rate.

(f)    In case a tender offer or exchange
offer made by the Company or any Subsidiary for all or any portion of
the Ordinary Shares shall expire and such tender or exchange offer (as
amended upon the expiration thereof) shall require the payment to
shareholders of consideration per Ordinary Share having a Fair Market
Value that as of the last time (the "Expiration
Time") tenders or exchanges may be made pursuant to
such tender or exchange offer (as it may be amended) exceeds the
Closing Sale Price of an Ordinary Share on the Trading Day next
succeeding the Expiration Time, the Conversion Rate shall be increased
so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the Expiration Time by a
fraction,

(1)    the numerator of which
shall be the sum of (x) the Fair Market Value of the aggregate
consideration payable to shareholders based on the acceptance (up to
any maximum specified in the terms of the tender or exchange offer) of
all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted up to any such maximum,
being referred to as the "Purchased
Shares") and (y) the product of the number of the
Ordinary Shares outstanding (less any Purchased Shares) at the
Expiration Time and the Closing Sale Price of the Ordinary Shares on
the Trading Day next succeeding the Expiration Time, and

(2)    the denominator of which shall be the
number of Ordinary Shares outstanding (including any Purchased Shares)
at the Expiration Time multiplied by the Closing Sale Price of the
Ordinary Shares on the Trading Day next succeeding the Expiration
Time,

such adjustment to become effective immediately
prior to 9:00 a.m. (New York City time) on the day following the
Expiration Time. If the Company is obligated to purchase shares
pursuant to any such tender or exchange offer, but the Company is
permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Rate
shall again be adjusted to be the Conversion Rate that would then be in
effect if such tender or exchange offer had not been made.

(g)    For purposes of this Section 16, the following
terms shall have the meaning indicated:

(i)    "Current Market
Price" on any date means the average of the Closing
Sale Prices of Ordinary Shares for the five consecutive Trading Days
immediately prior to such date (the "day in
question"); provided that if:

(1)    the "ex" date
(as hereinafter defined) for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to
the Conversion Rate pursuant to Section 16(a), (b), (c), (d), (e) or
(f) occurs during such five consecutive Trading Days, the Closing Sale
Price for each Trading Day prior to the "ex"
date for such other event shall be adjusted by dividing such Closing
Sale Price by the same fraction by which the Conversion Rate is so
required to be multiplied as a result of such other event;

(2)    the "ex" date
for any event (other than the issuance or distribution requiring such
computation) that requires an adjustment to the Conversion Rate
pursuant to Section 16(a), (b), (c), (d), (e) or (f) occurs on or after
the "ex" date for the issuance or
distribution requiring such computation and prior to the day in
question, the Closing Sale Price for each Trading Day on and after the
"ex" date for such other event shall be
adjusted by multiplying such Closing Sale Price by the fraction by
which the Conversion Rate is so required to be multiplied as a result
of such other event; and

(3)    the
"ex" date for the issuance or distribution
requiring such computation is prior to the day in question, after
taking into account any adjustment required pursuant to clause (1) or
(2) of this proviso, the Closing Sale Price for each Trading Day on or
after such "ex" date shall be adjusted by
adding thereto the amount of any cash and the Fair Market Value (as
determined 

19









by the Board of Directors in a manner
consistent with any determination of such value for purposes of Section
16(d), (e) or (f)) of the evidences of indebtedness, shares of capital
stock or assets being distributed applicable to one Ordinary Share as
of 5:00 p.m. (New York City time) on the day before such
"ex" date.

Notwithstanding the
foregoing, whenever successive adjustments to the Conversion Rate are
called for pursuant to this Section 16, such adjustments shall be made
to the Current Market Price as may be necessary or appropriate to
effectuate the intent of this Section 16 and to avoid unjust or
inequitable results as determined in good faith by the Board of
Directors.

"Ex" date,
when used:

(1)    with respect to any
issuance or distribution, means the first date on which the Ordinary
Shares trade regular way on the relevant exchange or in the relevant
market from which the Closing Sale Price was obtained without the right
to receive such issuance or distribution;

(2)    with respect to any subdivision or
combination of the Ordinary Shares, means the first date on which the
Ordinary Shares trade regular way on such exchange or in such market
after the time at which such subdivision or combination becomes
effective; and

(3)    with respect to any
tender or exchange offer, means the first date on which the Ordinary
Shares trade regular way on such exchange or in such market after the
Expiration Time of such offer.

(ii)    "record
date" shall mean, with respect to any dividend,
distribution or other transaction or event in which the holders of the
Ordinary Shares have the right to receive any cash, securities or other
property or in which the Ordinary Shares (or other applicable security)
is exchanged for or converted into any combination of cash, securities
or other property, the date fixed for determination of stockholders
entitled to receive such cash, securities or other property (whether
such date is fixed by the Board of Directors or by statute, contract or
otherwise).

(h)    The Company may make such
increases in the Conversion Rate, in addition to those required by
Section 16(a)-(f), as the Board of Directors considers to be advisable
to avoid or diminish any income tax to holders of Ordinary Shares or
rights to purchase Ordinary Shares resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes.

To the extent
permitted by applicable law, the Company from time to time may increase
the Conversion Rate by any amount for any period of time if the period
is at least 20 Business Days, the increase is irrevocable during the
period and the Board of Directors shall have made a determination that
such increase would be in the best interests of the Company, which
determination shall be conclusive. Whenever the Conversion Rate is
increased pursuant to the preceding sentence, the Company shall give
notice of the increase to holders by first class mail sent to their
addresses set forth in the Register, which notice will be given at
least 15 calendar days prior to the effectiveness of any such increase,
and such notice shall state the increased Conversion Rate and the
period during which it will be in effect.

(i)    No
adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least one
percent (1%) in such rate; provided that any adjustments
that by reason of this Section 16(i) are not required to be made shall
be carried forward and the Company shall make such carry forward
adjustments, regardless of whether the aggregate adjustment is less
than 1%, (i) annually on the anniversary of the Issue Date with
respect to adjustments in the Conversion Rate by reason of Section
16(e) and (ii) prior to the Mandatory Conversion Date. All calculations
under this Section 16 shall be made by the Company and shall be made to
the nearest cent or to the nearest one-ten thousandth (1/10,000) of a
share, as the case may be. No adjustment need be made for rights to
purchase Ordinary Shares pursuant to a Company plan for reinvestment of
dividends or interest or for any issuance of Ordinary Shares or
convertible or exchangeable securities or rights to purchase Ordinary
Shares or convertible or exchangeable securities.

(j)    Whenever the Conversion Rate is adjusted as
herein provided, the Company will issue a press release through
Business Wire containing the relevant information and make this
information 

20









available on the Company's website or
through another public medium as the Company may use at that time. In
addition, the Company shall promptly file with the Conversion Agent an
Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts
requiring such adjustment. Unless and until the Conversion Agent shall
have received such Officers' Certificate, the Conversion Agent
shall not be deemed to have knowledge of any adjustment of the
Conversion Rate and may assume that the last Conversion Rate of which
it has actual knowledge is still in effect. Promptly after delivery of
such certificate, the Company shall prepare a notice of such adjustment
of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment becomes effective and shall mail such
notice of such adjustment of the Conversion Rate to the holder of each
Perpetual PIERS, within 20 calendar days after execution thereof, by
first class mail sent to their addresses set forth in the Register.
Failure to deliver such notice shall not affect the legality or
validity of any such adjustment.

(k)    In any case
in which this Section 16 provides that an adjustment shall become
effective immediately after (1) a record date for an event, (2) the
date fixed for the determination of shareholders entitled to receive a
dividend or distribution pursuant to Section 16(a), (3) a date fixed
for the determination of shareholders entitled to receive rights or
warrants pursuant to Section 16(c), or (4) the Expiration Time for any
tender or exchange offer pursuant to Section 16(f) (each a
"Determination Date"), the Company may
elect to defer until the occurrence of the applicable Adjustment Event
(as hereinafter defined) (x) issuing to the holder of any Perpetual
PIERS converted after such Determination Date and before the occurrence
of such Adjustment Event, the additional Ordinary Shares, if any, or
other securities issuable upon such conversion by reason of the
adjustment required by such Adjustment Event over and above the
Ordinary Shares, if any, issuable upon such conversion before giving
effect to such adjustment and (y) paying to such holder any amount in
cash in lieu of any fractional share pursuant to Section 14(b). For
purposes of this Section 16(k), the term "Adjustment
Event" shall mean:

(i)    in any case referred to in clause (1)
hereof, the occurrence of such event,

(ii)    in any case referred to in clause (2)
hereof, the date any such dividend or distribution is paid or made,

(iii)    in any case referred to in clause (3)
hereof, the date of expiration of such rights or warrants, and

(iv)    in any case referred to in clause (4)
hereof, the date a sale or exchange of Ordinary Shares pursuant to such
tender or exchange offer is consummated and becomes irrevocable.

(m)    For purposes of this Section 16, the number of
Ordinary Shares at any time outstanding shall not include shares held
in the treasury of the Company. The Company will not pay any dividend
or make any distribution on Ordinary Shares held in the treasury of the
Company.

(n)    No adjustment to the Conversion Rate
shall be made pursuant to this Section 16 if the holders of the
Perpetual PIERS will participate in the transaction that would
otherwise give rise to adjustment pursuant to this Section 16 without
conversion as a result of holding the Perpetual PIERS.

			
		17. 	Effect of
Reclassification, Consolidation, Merger or Sale.


(a)    In the event of:

(i)    any reclassification or change of the
outstanding Ordinary Shares (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination); or

(ii)    any consolidation or merger of the
Company with or into another Person or any sale, lease, transfer,
conveyance or other disposition of all or substantially all of the
Company's assets and those of its Subsidiaries taken as a whole
to any other Person or Persons, as a result of which the holders of the
Ordinary Shares shall be entitled to receive stock, other securities or
other property or assets (including cash or any combination thereof)
with respect to or in exchange for such Ordinary Shares,

each Perpetual PIERS will become, without the consent of any
holders of Perpetual PIERS, convertible based on the kind and amount of
shares of stock and other securities or property or assets (including
cash 

21









or any combination thereof) (the
"Applicable Consideration") that the
holders of the Ordinary Shares received in such reclassification,
change, consolidation, merger, sale, lease, transfer, conveyance or
other disposition; provided that if the kind or amount of
securities, cash or other property receivable upon such consolidation,
merger, sale, lease, transfer, conveyance or other disposition is not
the same for each Ordinary Share in the light of rights of election
available to holders of Ordinary Shares, then for the purposes of this
Section 17, the kind and amount of securities, cash or other property
receivable upon such consolidation, merger, sale, lease, transfer,
conveyance or other disposition shall be proportionately the same as
the kind and amount per Ordinary Share received by all holders of the
Ordinary Shares in the aggregate and the term "Applicable
Consideration" shall be construed accordingly. In all
cases, the provisions of Section 14 relating to the satisfaction of the
Company's conversion obligation shall continue to apply with
respect to the calculation of the Settlement Amount.

(b)    The Company shall cause notice of the application
of this Section 17 to be mailed to each holder by first class mail sent
to their addresses set forth in the Register within 20 calendar days
after the occurrence of any of the events specified in Section 17(a).
Failure to deliver such notice shall not affect the legality or
validity of any conversion right with respect to this Section 17.

(c)    The above provisions of this Section 17 shall
similarly apply to successive reclassifications, changes,
consolidations, mergers, sales, leases, transfers, conveyances or other
dispositions. If this Section 17 applies to any event or occurrence,
Section 16 shall not apply. Notwithstanding this Section 17, if a
Public Acquirer Fundamental Change occurs and the Company elects to
adjust its Conversion Obligation and the Conversion Rate pursuant to
Section 15(b), the provisions of Section 15(b) shall apply to the
conversion instead of this Section 17.

			
		18. 	Increase in
Conversion Rate In Connection with Ordinary Share Price.


(a)    After January 1, 2009, if for 20 Trading Days
(whether or not consecutive) in the period of 30 consecutive Trading
Days ending on the last Trading Day of a Fiscal Quarter, the Closing
Sale Price of the Ordinary Shares exceeds 200% of the Conversion
Price then in effect, then the Conversion Rate then in effect shall
increase by one-quarter of an annual rate equal to 9.00%,
effective on the last day of the next Fiscal Quarter. Such increased
Conversion Rate will remain in effect thereafter.

(b)    The above provisions of this Section 18 shall
similarly apply to successive quarters.

(c)    Notwithstanding the foregoing, in no event will
the Conversion Rate as adjusted pursuant to this Section 18 exceed
2.0833, subject to adjustments in the same manner as the Conversion
Rate.

			
		19. 	Reservation
of Shares; Compliance with Governmental Requirements; Shares to be
Fully Paid; Listing of Ordinary Shares.


(a)    The Company shall:

(i)    at all times reserve and keep
available, free from preemptive rights, for issuance upon conversion of
the Perpetual PIERS such number of its authorized and unissued Ordinary
Shares as shall from time to time be sufficient to permit the
conversion of all outstanding Perpetual PIERS presented for
conversion.

(ii)    prior to the delivery
of any securities that the Company shall be obligated to deliver upon
conversion of the Perpetual PIERS, comply with all applicable federal
and state laws and regulations that require action to be taken by the
Company (including, without limitation, the registration or approval,
if required, of any Perpetual Preference Shares and Ordinary Shares to
be issued upon conversion of the Perpetual PIERS hereunder); and

(iii)    ensure that all Perpetual Preference
Shares and Ordinary Shares delivered upon conversion of the Perpetual
PIERS will, upon delivery, be duly and validly issued and fully paid
and nonassessable, free from all liens and charges and not subject to
any preemptive rights.

(b)    The Company further
covenants that, if at any time the Ordinary Shares shall be listed on
the NYSE or any other United States national securities exchange or
automated quotation system, the 

22









Company will, if permitted by the rules of
such exchange or automated quotation system, list and keep listed, so
long as the Ordinary Shares shall be so listed on such exchange or
automated quotation system, all Ordinary Shares issuable upon
conversion of the Perpetual PIERS; provided that if the rules of
such exchange or automated quotation system permit the Company to defer
the listing of such Ordinary Shares until the first conversion of the
Perpetual PIERS in accordance with the provisions of this Certificate
of Designation, the Company covenants to list such Ordinary Shares
issuable upon conversion of the Perpetual PIERS in accordance with the
requirements of such exchange or automated quotation system at such
time.

			
		20. 	Consolidation,
Merger, Sale or Conveyance.


(a)    The Company
covenants that it will not consolidate with, convert into, or merge
with and into, any other entity or sell, assign, transfer, lease or
convey all or substantially all of its properties and assets to any
person or entity, unless:

(i)    either
the Company shall be the continuing corporation, or the successor (if
other than the Company) shall be a corporation organized under the laws
of the United States of America or a State thereof or the District of
Columbia, Bermuda or any country which is, on the Issue Date, a member
of the Organization of Economic Cooperation and Development and the
Perpetual PIERS are converted into or exchanged for, in accordance with
applicable law, Perpetual PIERS of the successor corporation with
substantially the same rights, powers, preferences and privileges;
and

(ii)    the Company or such successor
corporation, as the case may be, shall not, immediately after such
consolidation, conversion, merger, sale, assignment, transfer, lease or
conveyance, be in default of any obligation under the Perpetual
PIERS.

(b)    In case of any such merger,
consolidation, share exchange, sale, assignment, transfer, lease or
conveyance and upon any conversion of securities into a successor
corporation in accordance with (a) above, such successor corporation
shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the Company. Such successor
Person thereupon may cause to be signed, and may issue either in its
own name or in the name of the Company, any or all of the certificates
evidencing Perpetual PIERS issuable hereunder which theretofore shall
not have been signed by the Company. All the certificates issued shall
in all respects have the same legal rank and benefit under this
Certificate of Designation as the certificates theretofore or
thereafter issued in accordance with the terms of this Certificate of
Designation as though all of such certificates had been issued on the
Issue Date.

In case of any such merger, consolidation,
share exchange, sale, assignment, transfer, lease or conveyance such
change in phraseology and form (but not in substance) may be made in
the certificates evidencing securities for which the Perpetual PIERS
have been exchanged thereafter to be issued as may be appropriate.

(c)    The Company shall deliver to the Conversion Agent
an officers' certificate and an opinion of counsel as conclusive
evidence that any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance, and any such assumption,
complies with the provisions of this Section 20 and that all conditions
precedent to the consummation of any such merger, consolidation, share
exchange, sale, assignment, transfer, lease or conveyance have been
met.

			
		21. 	Currency of
Payments.


Any cash payments with respect to the
Perpetual PIERS shall be paid in United States dollars in immediately
available funds.

			
		22. 	Form.


(a)    The Perpetual PIERS shall be issued initially in
the form of one or more fully registered global certificates with the
global securities legend set forth in Exhibit  A hereto (the
"Global Perpetual PIERS"), each as set
forth on the form of Perpetual PIERS certificate attached hereto as
Exhibit A which 

23









is hereby incorporated in and expressly made
a part of this Certificate of Designation. The Global Perpetual PIERS
certificate may have notations, legends or endorsements required by
law, stock exchange rules, agreements to which the Company is subject,
if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company). The Global
Perpetual PIERS shall be deposited on behalf of the holders of the
Perpetual PIERS represented thereby with the Registrar, as custodian
for DTC (or with such other custodian as DTC may direct), and
registered in the name of DTC or a nominee of DTC, duly executed by the
Company and countersigned by the Registrar as hereinafter provided. The
aggregate number of Perpetual PIERS represented by Global Perpetual
PIERS may from time to time be increased or decreased by adjustments
made on the records of the Registrar and DTC or its nominee as
hereinafter provided.

In the event Global Perpetual
PIERS is deposited with or on behalf of DTC, the Company shall execute,
and the Registrar shall countersign and deliver, initially one or more
Global Perpetual PIERS certificates that (a) shall be registered in the
name of Cede & Co. or other nominee of the Depositary and (b) shall
be delivered by the Registrar to DTC or pursuant to DTC's
instructions or held by the Registrar as custodian for DTC. Members of,
or participants in, DTC ("Agent
Members") shall have no rights under this Certificate
of Designation with respect to any Global Perpetual PIERS held on their
behalf by DTC or by the Registrar as the custodian of DTC or under such
Global Perpetual PIERS, and DTC may be treated by the Company, the
Registrar and any agent of the Company or the Registrar as the absolute
owner of such Global Perpetual PIERS for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Registrar or any agent of the Company or the Registrar
from giving effect to any written certification, proxy or other
authorization furnished by DTC or impair, as between DTC and its Agent
Members, the operation of customary practices of DTC governing the
exercise of the rights of a holder of a beneficial interest in any
Global Perpetual PIERS.

(b)    Owners of beneficial
interests in Global Perpetual PIERS shall not be entitled to receive
physical delivery of certificated shares of Perpetual PIERS,
unless:

(i)    DTC is unwilling or unable
to continue as Depositary for the Global Perpetual PIERS and the
Company does not appoint a qualified replacement for DTC within 90
calendar days;

(ii)    DTC ceases to be a
"clearing agency" registered under the
Exchange Act; or

(iii)    the Company
decides to discontinue the use of book-entry transfer through DTC (or
any successor Depositary).

In any such case, the
Global Perpetual PIERS shall be exchanged in whole for certificated
Perpetual PIERS in registered form, with the same terms and of an equal
aggregate liquidation preference (unless the Company determines
otherwise in accordance with applicable law).   Certificated
Perpetual PIERS shall be registered in the name or names of the Person
or Person specified by DTC in a written instrument to the
Registrar.

(c)    An Officer shall sign the
Perpetual PIERS certificate for the Company by manual or facsimile
signature.   If the Officer whose signature is on a Perpetual
PIERS certificate no longer holds that office at the time the Registrar
countersigns the Perpetual PIERS certificate, the Perpetual PIERS
certificate shall be valid nevertheless.

A Perpetual
PIERS certificate shall not be valid until an authorized signatory of
the Registrar signs the Perpetual PIERS certificate by manual or
facsimile signature. The signature shall be conclusive evidence that
the Perpetual PIERS certificate has been countersigned under this
Certificate of Designation.

			
		23. 	Registration;
Transfer.


(a)    Notwithstanding any provision
to the contrary herein, so long as a Global Perpetual PIERS remains
outstanding and is held by or on behalf of the Depositary, transfers of
a Global Perpetual PIERS, in whole or in part, or of any beneficial
interest therein, shall only be made in accordance with this
Section  23.

(b)    Transfers of a Global
Perpetual PIERS shall be limited to transfers of such Global Perpetual
PIERS in whole, but not in part, to nominees of the Depositary or to a
successor of the Depositary or such successor's nominee.

24








			
		24. 	Calculation
in Respect of Perpetual PIERS.


The Company will
be responsible for making all calculations called for in respect of the
Perpetual PIERS, including, but not limited to, the determination of
the dividends payable on the Perpetual PIERS, the Closing Sale Price of
the Ordinary Shares, the amount and timing of any adjustments to the
Conversion Rate, the Conversion Price and the Settlement Amount
deliverable upon conversion. Any calculations made in good faith and
without manifest error will be final and binding on holders. The
Company or its agents will be required to deliver to the Paying Agent
or Conversion Agent, as applicable, a schedule of its calculations and
the Paying Agent or Conversion Agent, as applicable, will be entitled
to rely upon the accuracy of such calculations without independent
verification. The Paying Agent or Conversion Agent, as applicable, will
forward such calculations to any holder upon the request of the
holder.

			
		25. 	Severability.


In the event any provision of this Certificate of
Designation shall be invalid, unenforceable or illegal, then, to the
fullest extent permitted by applicable law, the validity,
enforceability and legality ofthe remaining provisions shall not in any
way be affected or impaired thereby.

25








IN WITNESS WHEREOF, the Company
has caused this Certificate of Designation to be signed and attested by
the undersigned this 12th day of December, 2005.





															
	 		 		ASPEN
INSURANCE HOLDINGS LIMITED
	 		 		By:		/s/
Julian Cusack
	Attest:		/s/ Heather
Kitson		 		 
	






26














EXHIBIT
A

FORM OF
 5.625% PERPETUAL PREFERRED INCOME
EQUITY REPLACEMENT SECURITIES
 (PERPETUAL PIERS)

FACE OF
SECURITY

[UNLESS THIS 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 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 SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION REFERRED TO
BELOW.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND
OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.]1


	
		
	


		
	1 	This
legend should be included only if the share certificate evidences
Global Perpetual PIERS.


A-1












											
	Certificate
Number		Number of

Perpetual PIERS
	[            ]		 		[        ]
	 		CUSIP
NO.:		[        ]
	






5.625%
Perpetual Preferred Income Equity Replacement Securities
("Perpetual PIERS")
 (par value
0.15144558¢ per share)
 (liquidation preference $50 per
Perpetual PIERS)

of

ASPEN INSURANCE HOLDINGS LIMITED

ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda company (the
"Company"), hereby certifies that
[___________]
(the "Holder") is the registered owner of
[___________]1
[________,
or such number as is indicated in the records of the Registrar and the
Depository]2
fully paid and non-assessable preference shares of the Company
designated the 5.625% Perpetual Preferred Income Equity
Replacement Securities (par value 0.15144558¢ per share)
(liquidation preference $50 per share of Perpetual PIERS) (the
"Perpetual PIERS"). The Perpetual PIERS are
transferable on the books and records of the Registrar, in person or by
a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of
the Perpetual PIERS represented hereby are issued and shall in all
respects be subject to the provisions of the Certificate of Designation
dated December 12, 2005, as the same may be amended from time to time
(the "Certificate of Designation").
Capitalized terms used herein but not defined shall have the meaning
given them in the Certificate of Designation. The Company will provide
a copy of the Certificate of Designation to a Holder without charge
upon written request to the Company at its principal place of
business.

Reference is hereby made to select
provisions of the Perpetual PIERS set forth on the reverse hereof, and
to the Certificate of Designation, which select provisions and the
Certificate of Designation shall for all purposes have the same effect
as if set forth at this place.

Upon receipt of this
certificate, the Holder is bound by the Certificate of Designation and
is entitled to the benefits thereunder.

Unless the
Registrar has properly countersigned, these Perpetual PIERS shall not
be entitled to any benefit under the Certificate of Designation or be
valid or obligatory for any purpose.

	


		
	1	This
phrase should be included only if the share certificate evidences
certificated Perpetual PIERS.


		
	2	This
phrase should be included only if the share certificate evidences
Global Perpetual PIERS.


A-2








IN WITNESS WHEREOF, the Company
has executed this certificate this      day of         ,
        .





															
	 		 		ASPEN
INSURANCE HOLDINGS LIMITED
	 		 		By:		 
	 		 		Name:		 
	 		 		Title:		 
	






A-3








REGISTRAR'S
COUNTERSIGNATURE

These are Perpetual PIERS referred
to in the within-mentioned Certificate of Designation.





											
	Dated:		MELLON
INVESTOR SERVICES LLC, as Registrar,
	 		By:		 
	 		 		Authorized
Signatory
	






A-4








REVERSE OF SECURITY

Dividends on each Perpetual PIERS shall be payable at a
rate per annum set forth in the face hereof or as provided in the
Certificate of Designation.

The Perpetual PIERS shall
be convertible in the manner and according to the terms set forth in
the Certificate of Designation. The Perpetual PIERS shall not be
redeemable in whole or in part.

The Company will
furnish without charge to each holder who so requests the powers,
designations, preferences and relative, participating, optional or
other special rights of each class or series of share capital and the
qualifications, limitations or restrictions of such preferences and/or
rights.

A-5








ASSIGNMENT

FOR VALUE
RECEIVED, the undersigned assigns and transfers the Perpetual PIERS
evidenced hereby to:

___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

(Insert assignee's social security or tax
identification number)

___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

(Insert address and zip code of assignee)

and
irrevocably appoints:

___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

agent to transfer the Perpetual PIERS evidenced hereby on the
books of the Transfer Agent. The agent may substitute another to act
for him or her.

Date:
___________________

Signature:
_____________________________

(Sign exactly as your name appears on the other side of this
Perpetual PIERS Certificate)

Signature Guarantee:
____________________

_________________________

(Signature must be guaranteed by an "eligible
guarantor institution" that is a bank, stockbroker,
savings and loan association or credit union meeting the requirements
of the Transfer Agent, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program
("STAMP") or such other
"signature guarantee program" as may be
determined by the Transfer Agent in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934,
as amended.)

A-6














EXHIBIT B

NOTICE OF CONVERSION

(To be Executed by the Holder
 in order to Convert
the Perpetual PIERS)

The undersigned hereby irrevocably
elects to convert (the "Conversion")
5.625% Perpetual Preferred Income Equity Replacement Securities
(Perpetual PIERS) (the "Perpetual PIERS"),
represented by stock certificate No(s). (the "Perpetual
PIERS Certificates"), into Perpetual Preference Shares and
Ordinary Shares, if any, of Aspen Insurance Holdings Limited (the
"Company") according to the conditions of the
Certificate of Designation of the Perpetual PIERS (the
"Certificate of Designation"), as of the date
written below. If Perpetual Preference Shares or Ordinary Shares are to
be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect thereto,
if any, and is delivering herewith the Perpetual PIERS Certificates. No
fee will be charged to the holder for any conversion, except for
transfer taxes, if any. A copy of each Perpetual PIERS Certificate is
attached hereto (or evidence of loss, theft or destruction
thereof).

The undersigned represents and warrants that
all offers and sales by the undersigned of the Perpetual Preference
Shares and Ordinary Shares, if any, issuable to the undersigned upon
conversion of the Perpetual PIERS shall be made pursuant to
registration of the Perpetual Preference Shares and Ordinary Shares
under the Securities Act of 1933, as amended (the
"Act"), or pursuant to any exemption from
registration under the Act.

Capitalized terms used but
not defined herein shall have the meanings ascribed thereto in or
pursuant to the Certificate of Designation.

Date of
Conversion:_____________________________________________

Applicable Conversion
Rate:_____________________________________

Number of Perpetual PIERS to be
Converted:_____________________

Number of Perpetual Preference Shares to be
Issued:*______________

Number of Ordinary Shares to be
Issued:*_________________________

Signature:______________________________________________________

Name:___________________________________________________

Address:**_______________________________________________

Fax
No.:_________________________________________________

*The Company is not required to issue Perpetual Preference
Shares and Ordinary Shares until the original Perpetual PIERS
Certificate(s) (or evidence of loss, theft or destruction thereof) to
be converted are received by the Company or the Conversion Agent. The
Company shall issue and deliver Perpetual Preference Shares and
Ordinary Shares to an overnight courier not later than three business
days following receipt of the original Perpetual PIERS Certificate(s)
to be converted.

**Address where Perpetual Preference
Shares and Ordinary Shares and any other payments or certificates shall
be sent by the Company.

B-1