Exhibit 4.3 - Form of Regulation S Global Preference Share Certificate


    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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