Exhibit 4.4 - Form of 144A Global Preference Share Certificate


    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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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
                AA2

            
	 	
              ISIN:
                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 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 Rule 144A Global Preference Share
                        Certificate)

                    


            

          

           

        

      

    


    
      
        
        

      

      
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    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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