EXHIBIT
		4.4
	 

	 
		7.000% SENIOR NOTE
		DUE 2036 
	 

	 
		UNLESS THIS
		CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
		TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER 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
		REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
		ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
		HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
		REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
	 

	 
		THIS 7.000% SENIOR
		NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
		REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
		THIS 7.000% SENIOR NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
		REGISTERED, AND NO TRANSFER OF THIS 7.000% SENIOR NOTE IN WHOLE OR IN PART MAY
		BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
		NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
		INDENTURE.
	 

	 
		 
	 

	 

	 
	 

	 
	 
	 

	 

	 
		PRIMUS GUARANTY,
		LTD.
	 

	 
	 

	 

	 
		$125,000,000
	 

	 
		7.000% SENIOR NOTES
		DUE 2036 
	 

	 
		 
	 

	 
			
				
				  CUSIP:
				  G72457115
				

			 	
				
				   
				

			 
	
				
				  No. 001

				

			 	
				
				  $125,000,000
				

			 

 

	 
		Primus Guaranty, Ltd.,
		a company duly organized and existing under the laws of Bermuda (herein called
		the “Company”, which term includes any successor Person under the
		Indenture hereinafter referred to), for value received, hereby promises to pay
		to Cede & Co., or registered assigns (the “Holder”), the
		principal sum of One Hundred and Twenty Five Million Dollars ($125,000,000) on
		December 27, 2036 and to pay interest thereon from December 27, 2006 or from
		the most recent Interest Payment Date to which interest has been paid or duly
		provided for, quarterly in arrears on March 27, June 27, September 27 and
		December 27 of each year, commencing on March 27, 2007, at the rate of
		7.000% per annum, until the principal hereof is paid or made available for
		payment. The interest so payable, and punctually paid or duly provided for, on
		any Interest Payment Date will, as provided in such Indenture, be paid to the
		Person in whose name this 7.000% Senior Note (or one or more Predecessor
		Securities) is registered at the close of business on the Regular Record Date
		for such interest, which shall be the close of business on the Business Day
		preceding such Interest Payment Date; provided, that with respect to 7.000%
		Senior Notes that are not represented by one or more Global Securities, the
		Regular Record Date shall be the close of business on the 15th calendar day
		(whether or not a Business Day) preceding such Interest Payment Date. Any such
		interest not so punctually paid or duly provided for will forthwith cease to be
		payable to the Holder on such Regular Record Date and may either be paid to the
		Person in whose name this 7.000% Senior Note (or one or more Predecessor
		Securities) is registered at the close of business on a Special Record Date for
		the payment of such Defaulted Interest to be fixed by the Trustee, notice
		whereof shall be given to Holders of 7.000% Senior Notes not less than 10 days
		prior to such Special Record Date, or be paid at any time in any other lawful
		manner not inconsistent with the requirements of any securities exchange on
		which the 7.000% Senior Notes may be listed, and upon such notice as may be
		required by such exchange, all as more fully provided in said Indenture.
		
	 

	 
		Payment of the
		principal of (and premium, if any) and any such interest on this 7.000% Senior
		Note will be made at the office or agency of the Paying Agent, in the Borough
		of Manhattan, City and State of New York, in such coin or currency of the
		United States of America as at the time of payment is legal tender 
	 

	 
		 
	 

	 
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		for payment of public
		and private debts; provided, however, that at the option of the Company payment
		of interest may be made by check mailed to the address of the Person entitled
		thereto as such address shall appear in the Security Register. 
	 

	 
		Reference is hereby
		made to the further provisions of this 7.000% Senior Note set forth on the
		reverse hereof, which further provisions shall for all purposes have the same
		effect as if set forth at this place. 
	 

	 
		Unless the certificate
		of authentication hereon has been executed by the Trustee referred to on the
		reverse hereof by manual signature, this 7.000% Senior Note shall not be
		entitled to any benefit under the Indenture or be valid or obligatory for any
		purpose. 
	 

	 
		IN WITNESS WHEREOF,
		the Company has caused this instrument to be duly executed. 
	 

	 
		Dated: December 27,
		2006
	 

	 
		 
	 

	 
			
				
				  Attest:

				

			 	
				
				   
				

			 	
				
				  Primus
				  Guaranty, Ltd.
				

			 
	
				
				  
 /s/Richard Claiden
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 Thomas W.
				  Jasper
				

			 
	
				
				  Name:
				

			 	
				
				  Richard
				  Claiden
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	

				
				  Thomas W.
				  Jasper
				

			 
	
				
				  Title: 

				

			 	
				
				  Chief
				  Financial Officer
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 

				

			 	
				
				  Chief
				  Executive Officer
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		CERTIFICATE OF
		AUTHENTICATION 
	 

	 
		This is one of the
		Securities of the series designated therein referred to in the within-mentioned
		Indenture.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK
				  TRUST COMPANY AMERICAS, as Trustee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Wanda
				  Camacho
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Wanda
				  Camacho
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Authorized
				  Signatory Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Dated:
				  December 27, 2006
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
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		REVERSE OF 7.000%
		SENIOR NOTE 
	 

	 
		This Security is one
		of a duly authorized issue of securities of the Company (herein called the
		“Securities”), issued and to be issued in one or more series under an
		Indenture, dated as of December 27, 2006, as heretofore supplemented and
		amended and as further supplemented by a First Supplemental Indenture dated as
		of December 27, 2006 (collectively, as amended or supplemented from time to
		time, herein called the “Indenture”, which term shall have the
		meaning assigned to it in such instrument), between the Company and Deutsche
		Bank Trust Company Americas, as Trustee (herein called the “Trustee”,
		which term includes any successor trustee under the Indenture), to which
		Indenture and all indentures supplemental thereto reference is hereby made for
		a statement of the respective rights, limitations of rights, duties and
		immunities thereunder of the Company, the Trustee and the Holders of the
		Securities and of the terms upon which the Securities are, and are to be,
		authenticated and delivered. This Security is one of the series designated on
		the face hereof (the “7.000% Senior Notes”) which is limited in
		aggregate principal amount to $125,000,000.
	 

	 
		The Securities of this
		series are subject to redemption upon no less than 30 days’ notice by
		mail, at any time on or after December 27, 2011, as a whole or in part, at the
		election of the Company, at a Redemption Price equal to 100% of the principal
		amount, together with accrued interest to the Redemption Date, but interest
		installments whose Stated Maturity is on or prior to such Redemption Date will
		be payable to the Holders of such Securities or one or more Predecessor
		Securities, of record at the close of business on the relevant Record Dates
		referred to on the dace hereof, all as provided in the Indenture.
	 

	 
		If an Event of Default
		with respect to 7.000% Senior Notes shall occur and be continuing, the
		principal of the 7.000% Senior Notes may be declared due and payable in the
		manner and with the effect provided in the Indenture. 
	 

	 
		The Indenture permits,
		with certain exceptions as therein provided, the amendment thereof and the
		modification of the rights and obligations of the Company and the rights of the
		Holders of the Securities of each series to be affected under the Indenture at
		any time by the Company and the Trustee with the consent of the Holders of a
		majority in principal amount of the Securities at the time Outstanding of each
		series to be affected. The Indenture also contains provisions permitting the
		Holders of specified percentages in principal amount of the Securities of each
		series at the time Outstanding, on behalf of the Holders of all Securities of
		such series, to waive certain past defaults under the Indenture and their
		consequences. Any such consent or waiver by the Holder of this 7.000% Senior
		Note shall be conclusive and binding upon such Holder and upon all future
		Holders of this 7.000% Senior Note and of any 7.000% Senior Note issued upon
		the registration of transfer hereof or in exchange therefor or in lieu hereof,
		whether or not notation of such consent or waiver is made upon this 7.000%
		Senior Note. 
	 

	 
		 
	 

	 
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		As provided in and
		subject to the provisions of the Indenture, the Holder of this 7.000% Senior
		Note shall not have the right to institute any proceeding with respect to the
		Indenture or for the appointment of a receiver or trustee or for any other
		remedy thereunder, unless such Holder shall have previously given the Trustee
		written notice of a continuing Event of Default with respect to the 7.000%
		Senior Notes, the Holders of not less than a 25% in principal amount of the
		7.000% Senior Notes at the time Outstanding shall have made written request to
		the Trustee to institute proceedings in respect of such Event of Default as
		Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
		have received from the Holders of a majority in principal amount of 7.000%
		Senior Notes at the time Outstanding a direction inconsistent with such
		request, and shall have failed to institute any such proceeding for 60 days
		after receipt of such notice, request and offer of indemnity. The foregoing
		shall not apply to any suit instituted by the Holder of this 7.000% Senior Note
		for the enforcement of any payment of principal hereof or premium, if any, or
		interest hereon on or after the respective due dates expressed herein. 
	 

	 
		No reference herein to
		the Indenture and no provision of this 7.000% Senior Note or of the Indenture
		shall alter or impair the obligation of the Company, which is absolute and
		unconditional, to pay the principal of (and premium, if any) and interest on
		this 7.000% Senior Note at the times, place and rate, and in the coin or
		currency, herein prescribed. 
	 

	 
		As provided in the
		Indenture and subject to certain limitations therein set forth, the transfer of
		this 7.000% Senior Note is registrable in the Security Register, upon surrender
		of this 7.000% Senior Note for registration of transfer at the office or agency
		of the Company in any place where the principal of, premium, if any, and
		interest on this 7.000% Senior Note are payable, duly endorsed by, or
		accompanied by a written instrument of transfer in form satisfactory to the
		Company and the Security Registrar duly executed by, the Holder hereof or his
		attorney duly authorized in writing, and thereupon one or more new 7.000%
		Senior Notes and of like tenor, of authorized denominations and for the same
		aggregate principal amount, will be issued to the designated transferee or
		transferees. 
	 

	 
		The 7.000% Senior
		Notes are issuable only in registered form without coupons in denominations of
		$25 and any integral multiple thereof. As provided in the Indenture and subject
		to certain limitations therein set forth, 7.000% Senior Notes are exchangeable
		for a like aggregate principal amount of 7.000% Senior Notes and of like tenor
		of any authorized denominations as requested by the Holder upon surrender of
		the 7.000% Senior Note. 
	 

	 
		No service charge
		shall be made for any such registration of transfer or exchange, but the
		Company may require payment of a sum sufficient to cover any tax or other
		governmental charge payable in connection therewith. 
	 

	 
		 
	 

	 
		6
	 

	 
		 
	 

	 

	 
	 

	 
	 
		Prior to due
		presentment of this 7.000% Senior Note for registration of transfer, the
		Company, the Trustee and any agent of the Company or the Trustee may treat the
		Person in whose name this Security is registered as the owner hereof for all
		purposes, whether or not this 7.000% Senior Note be overdue, and neither the
		Company, the Trustee nor any such agent shall be affected by notice to the
		contrary. 
	 

	 
		All terms used in this
		7.000% Senior Note that are defined in the Indenture shall have the meanings
		assigned to them in the Indenture. 
	 

	 
		 
	 

	 
		ABBREVIATIONS 
	 

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

	 
		 
	 

	 
			
				
				   TEN COM
				  —
				

			 	
				
				  as tenants in
				  common
				

				
				   
				

			 
	
				
				  TEN ENT
				  —
				

			 	
				
				  as tenants by
				  the entireties
				

				
				   
				

			 
	
				
				  JT TEN
				  —
				

			 	
				
				  as joint
				  tenants with rights of survivorship and not as tenants in common
				

				
				   
				

			 
	
				
				  UNIF GIFT MIN
				  ACT —
				

			 	
				
				   
				

			 	
				
				  Custodian
				  for
				

			 
	
				
				   
				

			 	
				
				  (Cust)
				

				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  (Minor)

				

				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Under Uniform
				  Gifts to Minors Act of
				

				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  (State)

				

			 

 

	 
		 
	 

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

	 
	 

	 

	 
		 
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 

	 

	 
	 

	 
	 
		FOR VALUE RECEIVED,
		the undersigned hereby sell(s) and transfer(s) unto
		                                        
		(please insert Social Security or other identifying number of assignee).
		
	 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 

	 
	 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 

	 
	 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 

	 
	 

	 
		PLEASE PRINT OR
		TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE 
	 

	 
		the within 7.000%
		Senior Note and all rights thereunder, hereby irrevocably constituting and
		appointing 
	 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 

	 
	 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 

	 
	 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 

	 
	 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 

	 
	 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 

	 
	 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 

	 
	 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 

	 
	 

	 
		agent to transfer said
		7.000% Senior Note on the books of the 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 within instrument in every particular without alteration or enlargement, or
		any change whatever. 
	 

	 
		 
	 

	 
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