Exhibit 4.2
 
[FACE OF CERTIFICATE]
 
ARCH CAPITAL GROUP LTD., 
an exempted company with limited liability 
registered under the laws of Bermuda
 
8.00% NON-CUMULATIVE PREFERRED SHARES, SERIES A, 
US$0.01 par value per share 
 


	CUSIP NO. G0450A147

CERTIFICATE NO.   
	 
	See the attached Reverse of Certificate for certain definitions




 


This Certifies that SPECIMEN is the registered owner of SPECIMEN FULLY PAID 8.00% NON-CUMULATIVE PREFERRED SHARES, SERIES A, US$0.01 par value per share (“Shares”), of ARCH CAPITAL GROUP LTD., an exempted company with limited liability registerred under the laws of Bermuda (the “Company”), 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 Bye-Laws of the Company and the Certificate of Designations relating thereto approved by the Board of Directors (or an authorized committee thereof) 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 secretary and a duly authorized officer.
 


	Dated:
	SPECIMEN
	 
	 

	 
	 

	 
	 

	SPECIMEN
	 
	SPECIMEN
	 

	Secretary
	Authorized Officer

	 
	 

	 
	 

	COUNTERSIGNED AND REGISTERED:
	 

	AMERICAN STOCK TRANSFER AND TRUST COMPANY,
	 

	as TRANSFER AGENT AND REGISTRAR
	 

	 
	 

	By:
	SPECIMEN
	 
	 

	 
	Authorized Signature
	 

								



 















 
[REVERSE OF CERTIFICATE]
 
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 or U/G/M/A - Uniform Gifts to Minors Act

	TEN ENT - as tenants by the entireties
	 
	 

	JT TEN - as joint tenants with right of survivorship and not as tenants in common


 
Additional abbreviations may also be used though not in the above list.
 
For Value Received,                                            hereby sell, assign and transfer unto                                                                                 [                                                                 ] (Please insert social security number or other identifying number of assignee and print or typewrite name and address including postal code of assignee)
 
                                                                                            Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint
 
                                                                                           Attorney to transfer the said Shares on the books of the within named Company with full power of substitution in the premises.
 


	Dated
	 
	 

	 

	 

	 
	 

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

	 

	Signature(s) Guaranteed:

	 

	 
	 

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

	 

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