ex4_2.htm




Exhibit 4.2


 


[FACE OF CERTIFICATE]


 


ARCH CAPITAL GROUP LTD.,


an exempted company with limited liability


registered under the laws of Bermuda












5.25% NON-CUMULATIVE PREFERRED SHARES, SERIES E,


US$0.01 par value per share


(See the attached Reverse of Certificate for certain definitions)







CERTIFICATE NO. 1







This Certifies that AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC is the registered owner of 18,000 FULLY PAID 5.25% NON-CUMULATIVE PREFERRED SHARES, SERIES E, US$0.01 par value per share and a liquidation preference of $25,000 per share (“Shares”), of ARCH CAPITAL GROUP LTD., a Bermuda public company limited by shares (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 duly authorized officer.


 


 


Dated:  September 29, 2016


 



	
/s/ Mark D. Lyons                        


Authorized Officer












 


COUNTERSIGNED AND REGISTERED:









	
  

	
   AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC,








	
  

	
   as TRANSFER AGENT AND REGISTRAR

















By:  /s/ Michael Legregin                                  


       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.