Specimen Class A Share Certificate for Endurance Specialty Holdings Ltd.

Summary

This document is a sample share certificate for Endurance Specialty Holdings Ltd., certifying that the named holder owns fully paid Class A shares with a par value of $1.00 each. The certificate is subject to the company's Memorandum of Association, Bye-Laws, and a Shareholders Agreement dated July 22, 2002. The shares have not been registered under U.S. securities laws and are subject to transfer restrictions and other conditions outlined in the company's governing documents.

EX-4.2 4 y66644a2exv4w2.txt SPECIMEN CLASS A SHARE CERTIFICATE EXHIBIT 4.2 ENDURANCE SPECIALTY HOLDINGS LTD. PAR VALUE OF SHARES US$1.00 EACH THIS IS TO CERTIFY THAT OF IS THE REGISTERED HOLDER OF FULLY PAID CLASS A SHARES OF PAR VALUE OF US$1.00 EACH IN THE ABOVE-NAMED COMPANY, SUBJECT TO THE MEMORANDUM OF ASSOCIATION AND BYE-LAWS THEREOF. GIVEN UNDER THE COMMON SEAL OF THE COMPANY THIS DAY OF , 200 . ................. DIRECTOR ................. SECRETARY "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY UNITED STATES STATE OR FOREIGN SECURITIES LAW. SUCH SECURITIES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, RESALE OR DISPOSITION IS MADE IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE UNITED STATES STATE OR FOREIGN SECURITIES LAWS. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS CONTAINED IN THE BYE-LAWS OF ENDURANCE SPECIALTY HOLDINGS LTD. ("ENDURANCE") AND THE SHAREHOLDERS AGREEMENT DATED AS OF JULY 22, 2002, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHICH ARE AVAILABLE FOR EXAMINATION BY HOLDERS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AT THE REGISTERED OFFICE OF ENDURANCE."