Exhibit 4.1
CHUBB INA HOLDINGS INC.
Officers Certificate
Pursuant to Sections 1.2, 3.1 and 3.3 of the Indenture, dated as of August 1, 1999 (the Base Indenture), among Chubb INA
Holdings Inc. (formerly known as ACE INA Holdings Inc.), as issuer (the Company), Chubb Limited (formerly known as ACE Limited), as guarantor (the Guarantor), and The Bank of New York Mellon Trust Company, N.A. (formerly
known as The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (the Trustee), as supplemented by the First Supplemental Indenture,
dated as of March 13, 2013 (the First Supplemental Indenture and, together with the Base Indenture, the Indenture), by and among the Company, the Guarantor and the Trustee, the undersigned, Peter C. Enns, Executive Vice
President and Chief Financial Officer of the Company, hereby certifies as follows:
I. The issuance of a series of Securities designated as
5.000% Senior Notes due 2034 in an aggregate principal amount of $1,000,000,000 (the Securities) has been approved and authorized in accordance with the provisions of the Indenture pursuant to resolutions duly adopted by the Board of
Directors of the Company on October 15, 2015, August 16, 2021 and February 22, 2024. The terms of the Securities shall be as follows:
(a) The title of the Securities is 5.000% Senior Notes due 2034.
(b) The aggregate principal amount of the Securities which may be authenticated and delivered under the Indenture is initially
limited to $1,000,000,000, except for the Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, the other Securities pursuant to Sections 3.4, 3.5, 3.6, 9.5 or 11.7 of the Indenture.
(c) The Securities shall be issued in book-entry form, in denominations of $2,000 or any amount in excess thereof which is an
integral multiple of $1,000, and represented by two registered global Securities substantially in the form attached hereto as Exhibit A delivered to The Depository Trust Company (the Depositary), or a custodian on the Depositarys
behalf, and recorded in the book-entry system maintained by the Depositary.
(d) The principal amount of the Securities
shall be due and payable on March 15, 2034.
(e) The principal of the Securities shall bear interest from
March 7, 2024 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, payable semi-annually in arrears on March 15 and September 15 of each year (each, an Interest
Payment Date), commencing September 15, 2024, to the Persons in whose names the Securities (or one or more Predecessor of the Securities, as defined in the Indenture) are registered at the close of business on the March 1 or
September 1, as the case may be, preceding such Interest Payment Dates.