Exhibit 4.1



7.50% SERIES B PREFERRED SHARES        7.50% SERIES B PREFERRED SHARES


                                                             CUSIP NO. 05461T206
ORGANIZED UNDER THE LAWS                    See reverse for certain definitions
OF BERMUDA


                          AXIS CAPITAL HOLDINGS LIMITED

                         7.50% SERIES B PREFERRED SHARES

This Certifies that
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is the registered owner of
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         FULLY PAID AND NON-ASSESSABLE 7.50% SERIES B PREFERRED SHARES,
                     PAR VALUE OF US $0.0125 PER SHARE, OF

AXIS CAPITAL HOLDINGS LIMITED transferable on the books of the Company by the
holder hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued under and shall be subject to all the provisions of the
Memorandum of Association and Bye-Laws of the Company and the Certificate of
Designations approved by the Board of Directors of the Company and any
amendments thereto, copies of which are on file with the Transfer Agent, to all
of which the holder by acceptance hereof assents. This Certificate is not valid
until countersigned and registered by the Transfer Agent and Registrar.

WITNESS the seal of the Company and the facsimile signatures of its duly
authorized officers.

Dated:
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SECRETARY                                         CHIEF EXECUTIVE OFFICER AND
                                                  PRESIDENT

COUNTERSIGNED AND REGISTERED:
     THE BANK OF NEW YORK
     TRANSFER AGENT AND REGISTRAR

By:__________________________
     Authorized Signature





         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common            UNIF GIFT MIN ACT ____ Custodian ____
TEN ENT - as tenants by the entireties                      (Cust)       (Minor)
JT TEN  - as joint tenants with right of           under Uniform Gifts to Minors
          survivorship and not as tenants          Act
          in common                                   ---------------
                                                      (State)

     Additional abbreviations may also be used though not in the above list.


For Value Received,                      hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL CODE OF ASSIGNEE)

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                  Shares represented by the within Certificate,
                and do hereby irrevocably constitute and appoint


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Attorney to transfer the said Shares on the books of the within named Company
with full power of substitution in the premises.

Dated
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGE- MENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

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


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