Exhibit 4.1

 

[FACE OF CERTIFICATE]

 

ARCH CAPITAL GROUP LTD.,  
 an exempted company with limited liability
 registered under the laws of Bermuda

 

6.75% NON-CUMULATIVE PREFERRED SHARES, SERIES C,  
 US$0.01 par value per share

 

	
CUSIP   NO. G0450A204
    	
See   the attached Reverse of Certificate for certain definitions
    
	
CERTIFICATE   NO.    
    	
 
    


 

This Certifies that SPECIMEN is the registered owner of SPECIMEN  FULLY PAID 6.75% NON-CUMULATIVE PREFERRED SHARES, SERIES C, US$0.01 par value per share (“Shares”), of ARCH CAPITAL GROUP LTD., an exempted company with limited liability registered 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, LLC,

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.