EXHIBIT 4.3


REGULATION
S GLOBAL PREFERENCE SHARE CERTIFICATE

 

UNLESS
THIS GLOBAL PREFERENCE
SHARE CERTIFICATE
IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY OR THE BANK
OF NEW YORK,
AS TRANSFER AGENT AND REGISTRAR, OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL PREFERENCE
SHARE CERTIFICATE
ISSUED IN EXCHANGE FOR
THIS
CERTIFICATE OR ANY
PORTION HEREOF IS
REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL
INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE &
CO.,
HAS AN
INTEREST
HEREIN.

 

THE
SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR OTHER SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER
OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1)
REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
ITS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE
WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K)
UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR
THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE,
IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION
TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)
TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITY IS ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE









ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY AND
THE TRANSFER AGENT AND REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.

 


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SECURITY
CAPITAL ASSURANCE LTD

 


	
      Certificate
      No.: S-1
	
      CUSIP:
      U81394
      AA3

	 	
      ISIN:
      USU81394AA39







 

Fixed/Floating
Series A Perpetual Non-Cumulative Preference Shares

 

Security
Capital Assurance Ltd, a
Bermuda limited company with corporate address at One Bermudiana Road, Hamilton
HM11, Bermuda (the “Company”) hereby
certifies that Cede & Co., as nominee of The Depository Trust Company, is
the registered holder of
5,400 (FIVE
THOUSAND FOUR HUNDRED)
Fixed/Floating
Series A Perpetual Non-Cumulative Preference Shares of the Company, par value
$0.01 per share and liquidation preference of US$1,000 per share (the
“Preference
Shares”). The
specific rights, preferences, limitations and other terms of the Preference
Shares represented hereby are set forth in, and subject to, the provisions of
the resolutions of an authorized subcommittee of the board of directors of the
Company and the certificate of Claude LeBlanc, each dated as of March 29,
2007 (together, the “Subcommittee
Resolutions”).
Capitalized terms used herein but not defined shall have the respective meanings
given them in the Subcommittee Resolutions. This
Certificate
is not valid
unless countersigned by the Transfer Agent and Registrar.

 



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THIS
REGULATION S GLOBAL PREFERENCE SHARE CERTIFICATE IS ISSUED BY the Company on
this 5 day of April, 2007.

 




	 	
      SECURITY
      CAPITAL ASSURANCE LTD

       

	 	
      By:
	
      /s/
      Thomas W. Currie

	 	 	
      Name:
	
      Thomas
      W. Currie

	 	 	
      Title:
	
      Senior
      Vice President and Chief Risk
Officer





 






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      COUNTERSIGNED
      AND REGISTERED BY THE
      BANK OF NEW YORK, AS 

      TRANSFER
      AGENT AND REGISTRAR
	 
	 	 	 
	
      By:
      
	/s/ Anthony Bausa 	 
	 	
      Authorized
      Officer
	 




 

 














 

 

ASSIGNMENT
FORM

 

For value
received the undersigned hereby sells, assigns and transfers unto:

 

 






 

Please
insert social security or other identifying number of assignee:

 

 






 

Please
print or type name and address, including zip code, of assignee:

 

 







 

__________
Preference Shares and does hereby irrevocably constitute and appoint ___________
as Attorney to transfer the Preference Shares on the books of the Company with
full power of substitution in the premises.

 

 




	
      Date:
      
		Your
      Signature: 
	 
	 	 	
      (Sign
      exactly as your name appears
      on the Regulation S Global Preference Share
  Certificate)





 

 


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  The
    issuance on the Closing Date is 5,400 Preference Shares. The following exchanges
    of a part of this Regulation S Global Preference Share Certificate have been
    made:



 





	
       

      Date

      of

      Exchange
	
       

      Amount
      of decrease in

      number of shares 

      represented by this 

      Regulation S Global
      

      Preference Share 

      Certificate
	
       

      Amount
      of increase in 

      number of shares 

      represented by this 

      Regulation S Global
      

      Preference Share 

      Certificate
	
       

      Number
      of shares 

      represented by this 

      Regulation S Global 

      Preference Share
      

      Certificate following 

      such decrease or 

      increase 
	
       

      Signature
      of

      authorized
      officer of 

      Registrar

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 










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