EXHIBIT
4.4

**RULE
144A 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






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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.: R-1
    CUSIP:81413U
      AA2ISIN:
      US81413UAA25







**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
244,600 ( TWO
HUNDRED FORTY-FOUR THOUSAND SIX 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 RULE
144A GLOBAL PREFERENCE SHARE CERTIFICATE IS ISSUED BY the Company on this 5 day
of April, 2007.


SECURITY
      CAPITAL ASSURANCE LTDBy:
    /s/
      Thomas W. CurrieName:
    Thomas
      W. CurrieTitle:
    Senior
      Vice President and Chief Risk
Officer
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   COUNTERSIGNED
      AND REGISTERED BYTHE
      BANK OF NEW YORK, AS
      TRANSFER
      AGENT AND REGISTRARBy:
    /s/
      Anthony BausaAuthorized
      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 nameappears
      on the Rule 144A Global Preference Share
  Certificate)
  -2-
   The
issuance on the Closing Date is 244,600 Preference Shares. The following
exchanges of a part of this Rule 144A Global Preference Share Certificate have
been made:


**Date**
      **of**
      **Exchange**
    **Amount
      of decrease in 
      number of shares 
      represented by this Rule 
      144A Global
      Preference 
      Share Certificate**
    **Amount
      of increase in 
      number of shares 
      represented by this Rule 
      144A
      Global**
      **Preference
      Share 
      Certificate**
    **Number
      of shares 
      represented by this Rule 
      144A Global Preference 
      Share
      Certificate 
      following such decrease 
      or increase**
    **Signature
      of**
      **authorized
      officer of 
      Registrar**





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