DEPOSIT AGREEMENT

                                                                     Exhibit 4.4

                                DEPOSIT AGREEMENT

                         DATED AS OF __________________,

                                      AMONG

                             PRIMUS GUARANTY, LTD.,

                               A BERMUDA COMPANY,

               ________________, A [NATIONAL BANKING ASSOCIATION],

                                 AND THE HOLDERS

                   FROM TIME TO TIME OF THE DEPOSITARY SHARES

                                DESCRIBED HEREIN.

          WHEREAS it is desired to provide, as hereinafter set forth in this

Deposit Agreement, for the deposit of shares of ____ Preferred Shares, Series

__, par value $__per share, of Primus Guaranty, Ltd. with the Depositary (as

hereinafter defined) for the purposes set forth in this Deposit Agreement and

for the issuance hereunder of Receipts (as hereinafter defined) evidencing

Depositary Shares (as hereinafter defined) in respect of the Stock (as

hereinafter defined) so deposited;

          NOW, THEREFORE, in consideration of the premises, the parties hereto

agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          The following definitions shall for all purposes, unless otherwise

indicated, apply to the respective terms used in this Deposit Agreement and the

Receipts:

          "Certificate" shall mean the certificate of designation of terms

establishing the Stock as a series of preferred shares of the Company.

          "Company" shall mean Primus Guaranty, Ltd., a Bermuda company, and its

successors.

          "Deposit Agreement" shall mean this Deposit Agreement, as amended or

supplemented from time to time.

          "Depositary" shall mean ___________________, a [national banking

association], and any successor as Depositary hereunder.

          "Depositary Shares" shall mean Depositary Shares, each representing a

fractional interest in a share of the Stock and evidenced by a Receipt.

          "Depositary's Agent" shall mean an agent appointed by the Depositary

pursuant to Section 7.05.

          "Depositary's Office" shall mean the office of the Depositary at

___________________, ___________________, ___________________, at which at any

particular time its depositary receipt business shall be administered.

          "Receipt" shall mean one of the depositary receipts issued hereunder,

whether in definitive or temporary form.

          "Record Holder" as applied with respect to a Depositary Share shall

mean the person in whose name a Receipt evidencing such Depositary Share is

registered on the books of the Depositary maintained for such purpose.

          "Registrar" shall mean any bank or trust company which shall be

appointed to register ownership and transfers of Receipts as herein provided.

          "Stock" shall mean shares of the Company's _____% Preferred Shares,

Series __, $_____ par value.

                                   ARTICLE II

      FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER,

                      SURRENDER AND REDEMPTION OF RECEIPTS

          SECTION 2.01. Form and Transfer of Receipts. Definitive Receipts shall

be engraved or printed or lithographed and shall be substantially in the form

set forth in Exhibit A annexed to this Deposit Agreement, with appropriate

insertions, modifications and omissions, as hereinafter provided. Pending the

preparation of definitive Receipts, the Depositary, upon the written order of

the Company delivered in compliance with Section 2.02, shall execute and deliver

temporary Receipts which are printed, lithographed, typewritten, mimeographed or

otherwise substantially of the tenor of the definitive Receipts in lieu of which

they are issued and with such appropriate insertions, omissions, substitutions

and other variations as the persons executing such Receipts may determine, as

evidenced by their execution of such Receipts. If temporary Receipts are issued,

the Company and the Depositary will cause definitive Receipts to be prepared

without unreasonable delay. After the preparation of definitive Receipts, the

temporary Receipts shall be exchangeable for definitive Receipts upon surrender

of the temporary Receipts at an office described in the third paragraph of

Section 2.02, without charge to the holder. Upon surrender for cancellation of

any one or more temporary Receipts, the Depositary shall execute and deliver in

exchange therefor definitive Receipts representing the same number of Depositary

Shares as represented by the surrendered temporary Receipt or Receipts. Such

exchange shall be made at the Company's expense and without any charge therefor.

Until so exchanged, the temporary Receipts shall in all respects be entitled to

the same benefits under this Deposit Agreement, and with respect to the Stock,

as definitive Receipts.

          Receipts shall be executed by the Depositary by the manual signature

of a duly authorized officer of the Depositary; provided, that such signature

may be a facsimile if a Registrar for the Receipts (other than the Depositary)

shall have been appointed and such

Receipts are countersigned by manual signature of a duly authorized officer of

the Registrar. No Receipt shall be entitled to any benefits under this Deposit

Agreement or be valid or obligatory for any purpose unless it shall have been

executed manually by a duly authorized officer of the Depositary or, if a

Registrar for the Receipts (other than the Depositary) shall have been

appointed, by facsimile signature of a duly authorized officer of the Depositary

and countersigned manually by a duly authorized officer of such Registrar. The

Depositary shall record on its books each Receipt so signed and delivered as

hereinafter provided.

          Receipts may be endorsed with or have incorporated in the text thereof

such legends or recitals or changes not inconsistent with the provisions of this

Deposit Agreement as may be required by the Company or the Depositary or

required to comply with any applicable law or any regulation thereunder or with

the rules and regulations of any securities exchange upon which the Stock, the

Depositary Shares or the Receipts may be listed or to conform with any usage

with respect thereto, or to indicate any special limitations or restrictions to

which any particular Receipts are subject.

          Title to Depositary Shares evidenced by a Receipt which is properly

endorsed, or accompanied by a properly executed instrument of transfer, shall be

transferable by delivery with the same effect as in the case of a negotiable

instrument; provided, however, that until transfer of a Depositary Share shall

be registered on the books of the Depositary as provided in Section 2.04, the

Depositary may, notwithstanding any notice to the contrary, treat the Record

Holder thereof at such time as the absolute owner thereof for the purpose of

determining the person entitled to distributions of dividends or other

distributions or to any notice provided for in this Deposit Agreement and for

all other purposes.

          SECTION 2.02. Deposit of Stock; Execution and Delivery of Receipts in

Respect Thereof. Subject to the terms and conditions of this Deposit Agreement,

the Company may from time to time deposit shares of Stock under this Deposit

Agreement by delivery to the Depositary of a certificate or certificates for the

Stock to be deposited, properly endorsed or accompanied, if required by the

Depositary, by a duly executed instrument of transfer or endorsement, in form

satisfactory to the Depositary, together with all such certifications as may be

required by the Depositary in accordance with the provisions of this Deposit

Agreement, and together with a written order of the Company directing the

Depositary to execute and deliver to, or upon the written order of, the person

or persons stated in such order a Receipt or Receipts for the number of

Depositary Shares relating to such deposited Stock.

          Deposited Stock shall be held by the Depositary at the Depositary's

Office or at such other place or places as the Depositary shall determine.

          Upon receipt by the Depositary of a certificate or certificates for

Stock deposited in accordance with the provisions of this Section, together with

the other documents required as above specified, and upon recordation of the

Stock so deposited on the books of the Company in the name of the Depositary or

its nominee, the Depositary, subject to the terms and conditions of this Deposit

Agreement, shall execute and deliver, to or upon the order of the person or

persons named in the written order delivered to the Depositary referred to in

the first paragraph of this Section, a Receipt or Receipts for the number of

Depositary Shares relating to the Stock so deposited and registered in such name

or names as may be requested by such person or persons.

The Depositary shall execute and deliver such Receipt or Receipts at the

Depositary's Office or such other offices, if any, as the Depositary may

designate. Delivery at other offices shall be at the risk and expense of the

person requesting such delivery.

          Other than in the case of splits, combinations or other

reclassifications affecting the Stock, or in the case of dividends or other

distributions of Stock, if any, there shall be deposited hereunder not more than

____________________ shares of Stock.

          SECTION 2.03. Redemption of Stock. Whenever the Company shall elect to

redeem shares of Stock in accordance with the provisions of the Certificate, it

shall (unless otherwise agreed in writing with the Depositary) give notice to

the Depositary of such proposed redemption, by first class mail, postage prepaid

not less than 40 or more than 70 days prior to the date fixed for redemption of

Stock in accordance with the Certificate. On the date of such redemption,

provided that the Company shall then have paid in full to the Depositary the

redemption price of the Stock to be redeemed, plus any accrued and unpaid

dividends thereon, the Depositary shall redeem the Depositary Shares relating to

such Stock. The Depositary shall mail notice of such redemption and the proposed

simultaneous redemption of the number of Depositary Shares relating to the Stock

to be redeemed, by first-class mail, postage prepaid, not less than 30 and not

more than 60 days prior to the date fixed for redemption of such Stock and

Depositary Shares (the "Redemption Date"), to the Record Holders of the

Depositary Shares to be so redeemed, at the addresses of such holders as they

appear on the records of the Depositary; but neither failure to mail any such

notice to one or more such holders nor any defect in any notice to one or more

such holders shall affect the sufficiency of the proceedings for redemption as

to other holders. Each such notice shall state: (i) the Redemption Date; (ii)

the number of Depositary Shares to be redeemed and, if less than all the

Depositary Shares held by any such holder are to be redeemed, the number of such

Depositary Shares held by such holder to be so redeemed; (iii) the redemption

price; (iv) the place or places where Receipts evidencing Depositary Shares are

to be surrendered for payment of the redemption price; and (v) that dividends in

respect of the Stock underlying the Depositary Shares to be redeemed will cease

to accrue and accumulate at the close of business on such Redemption Date. In

case less than all the outstanding Depositary Shares are to be redeemed, the

Depositary Shares to be so redeemed shall be selected by lot, pro rata or such

other method as may be determined by the Depositary to be equitable.

          Notice having been mailed by the Depositary as aforesaid, from and

after the Redemption Date (unless the Company shall have failed to redeem the

shares of Stock to be redeemed by it as set forth in the Company's notice

provided for in the preceding paragraph) all dividends in respect of the

Depositary Shares so called for redemption shall cease to accrue and accumulate,

the Depositary Shares being redeemed from such proceeds shall be deemed no

longer to be outstanding, all rights of the holders of Receipts evidencing such

Depositary Shares (except the right to receive the redemption price) shall, to

the extent of such Depositary Shares, cease and terminate and, upon surrender in

accordance with such notice of the Receipts evidencing any such Depositary

Shares (properly endorsed or assigned for transfer, if the Depositary shall so

require), such Depositary Shares shall be redeemed by the Depositary at a

redemption price per Depositary Share equal to the proportionate part of the

redemption price per share paid in respect of the shares of Stock plus all money

and other property, if any, paid with respect to such Depositary Shares,

including all amounts paid by the Company in respect of

dividends which on the Redemption Date have accumulated on the shares of Stock

to be so redeemed and have not theretofore been paid.

          If less than all the Depositary Shares evidenced by a Receipt are

called for redemption, the Depositary will deliver to the holder of such Receipt

upon its surrender to the Depositary, together with the redemption payment, a

new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and

not called for redemption.

          SECTION 2.04. Registration of Transfer of Receipts. Subject to the

terms and conditions of this Deposit Agreement, the Depositary shall register on

its books from time to time transfers of Depositary Shares upon any surrender of

the Receipt or Receipts evidencing such Depositary Shares by the holder in

person or by duly authorized attorney, properly endorsed or accompanied by a

properly executed instrument of transfer. Thereupon the Depositary shall execute

a new Receipt or Receipts evidencing the same aggregate number of Depositary

Shares as those evidenced by the Receipt or Receipts surrendered and deliver

such new Receipt or Receipts to or upon the order of the person entitled

thereto.

          SECTION 2.05. Split-ups and Combinations of Receipts; Surrender of

Depositary Shares and Withdrawal of Stock. Upon surrender of a Receipt or

Receipts at the Depositary's Office or at such other offices as it may designate

for the purpose of effecting a split-up or combination of such Receipt or

Receipts, and subject to the terms and conditions of this Deposit Agreement, the

Depositary shall execute and deliver a new Receipt or Receipts in the

denominations requested, evidencing the aggregate number of Depositary Shares

evidenced by the Receipt or Receipts surrendered.

          Any holder of Depositary Shares may withdraw the number of whole

shares of Stock underlying such Depositary Shares and all money and other

property, if any, underlying such Depositary Shares by surrendering Receipts

evidencing such Depositary Shares at the Depositary's Office or at such other

offices as the Depositary may designate for such withdrawals. Thereafter,

without unreasonable delay, the Depositary shall deliver to such holder, or to

the person or persons designated by such holder as hereinafter provided, the

number of whole shares of Stock and all money and other property, if any,

underlying the Depositary Shares so surrendered for withdrawal, but holders of

such whole shares of Stock will not thereafter be entitled to deposit such Stock

hereunder or to receive Receipts evidencing Depositary Shares therefor. If a

Receipt delivered by a holder to the Depositary in connection with such

withdrawal shall evidence a number of Depositary Shares relating to other than a

number of whole shares of Stock, the Depositary shall at the same time, in

addition to such number of whole shares of Stock and such money and other

property, if any, to be so withdrawn, deliver to such holder, or (subject to

Section 3.02) upon his order, a new Receipt evidencing such excess number of

Depositary Shares. Delivery of the Stock and money and other property being

withdrawn may be made by delivery of such certificates, documents of title and

other instruments as the Depositary may deem appropriate.

          If the Stock and the money and other property being withdrawn are to

be delivered to a person or persons other than the Record Holder of the

Depositary Shares evidenced by the Receipts being surrendered for withdrawal of

Stock, such holder shall execute and deliver to the Depositary a written order

so directing the Depositary, and the Depositary may

require that the Receipt or Receipts surrendered by such holder for withdrawal

of such shares of Stock be properly endorsed in blank or accompanied by a

properly executed instrument of transfer.

          Delivery of the Stock and money and other property, if any, underlying

the Depositary Shares surrendered for withdrawal shall be made by the Depositary

at the Depositary's Office, except that, at the request, risk and expense of the

holder surrendering such Depositary Shares and for the account of such holder,

such delivery may be made at such other place as may be designated by such

holder.

          SECTION 2.06. Limitations on Execution and Delivery, Transfer,

Surrender and Exchange of Receipts. As a condition precedent to the execution

and delivery, registration of transfer, split-up, combination, surrender or

exchange of any Receipt, the Depositary, any of the Depositary's Agents or the

Company may require payment to it of a sum sufficient for the payment (or, in

the event that the Depositary or the Company shall have made such payment, the

reimbursement to it) of any charges or expenses payable by the holder of a

Receipt pursuant to Section 5.07, may require the production of evidence

satisfactory to it as to the identity and genuineness of any signature and may

also require compliance with such regulations, if any, as the Depositary or the

Company may establish consistent with the provisions of this Deposit Agreement.

          The delivery of Receipts against Stock may be suspended, the

registration of transfer of Depositary Shares may be refused and the

registration of transfer, surrender or exchange of outstanding Depositary Shares

may be suspended (i) during any period when the register of shareholders of the

Company is closed or (ii) if any such action is deemed necessary or advisable by

the Depositary, any of the Depositary's Agents or the Company at any time or

from time to time because of any requirement of law or of any government or

governmental body or commission or under any provision of this Deposit

Agreement.

          SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be

mutilated, destroyed, lost or stolen, the Depositary in its discretion may

execute and deliver a Receipt of like form and tenor in exchange and

substitution for such mutilated Receipt, or in lieu of and in substitution for

such destroyed, lost or stolen Receipt, upon (i) the filing by the holder

thereof with the Depositary of evidence satisfactory to the Depositary of such

destruction or loss or theft of such Receipt, or the authenticity thereof and of

his or her ownership thereof and (ii) the furnishing of the Depositary with

reasonable indemnification satisfactory to it.

          SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.

All Receipts surrendered to the Depositary or any Depositary's Agent shall be

canceled by the Depositary. Except as prohibited by applicable law or

regulation, the Depositary is authorized to destroy all Receipts so canceled.

                                   ARTICLE III

                       CERTAIN OBLIGATIONS OF THE HOLDERS

                           OF RECEIPTS AND THE COMPANY

          SECTION 3.01. Filing Proofs, Certificates and Other Information. Any

holder of a Depositary Share may be required from time to time to file such

proof of residence, or other matters or other information, to execute such

certificates and to make such representations and warranties as the Depositary

or the Company may reasonably deem necessary or proper. The Depositary or the

Company may withhold the delivery, or delay the registration of transfer,

redemption or exchange, of any Depositary Share or the withdrawal of any Stock

underlying Depositary Shares or the distribution of any dividend or other

distribution or the sale of any rights or of the proceeds thereof until such

proof or other information is filed or such certificates are executed or such

representations and warranties are made.

          SECTION 3.02. Payment of Taxes or Other Governmental Charges. Holders

of Depositary Shares shall be obligated to make payments to the Depositary of

certain charges and expenses, as provided in Section 5.07. Registration of

transfer of any Depositary Share or any withdrawal of Stock and delivery of all

money or other property, if any, underlying such Depositary Share may be refused

until any such payment due is made, and any dividends or other distributions may

be withheld or all or any part of the Stock or other property relating to such

Depositary Shares and not theretofore sold may be sold for the account of the

holder thereof (after attempting by reasonable means to notify such holder prior

to such sale) and such dividends or other distributions or the proceeds of any

such sale may be applied to any payment of such charges or expenses, the holder

of such Depositary Share remaining liable for any deficiency.

          SECTION 3.03. Warranty as to Stock. The Company hereby represents and

warrants that the Stock, when issued, will be validly issued, fully paid and

nonassessable. Such representation and warranty shall survive the deposit of the

Stock and the issuance of the Receipts.

                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

          SECTION 4.01. Cash Distributions. Whenever the Depositary shall

receive any cash dividend or other cash distribution on the Stock, the

Depositary shall, subject to Sections 3.01 and 3.02, distribute to the Record

Holders of Depositary Shares on the record date fixed pursuant to Section 4.04

such amounts of such dividend or distribution as are, as nearly as practicable,

in proportion to the respective numbers of Depositary Shares held by such

holders; provided, however, that in case the Company or the Depositary shall be

required to withhold and shall withhold from any cash dividend or other cash

distribution in respect of the Stock an amount on account of taxes, the amount

made available for distribution or distributed in respect of Depositary Shares

shall be reduced accordingly. The Depositary shall distribute or make available

for distribution, as the case may be, only such amount, however, as can be

distributed without attributing to any holder of Depositary Shares a fraction of

one cent, and any balance not

so distributable shall be held by the Depositary (without liability for interest

thereon) and shall be added to and be treated as part of the next sum received

by the Depositary for distribution to Record Holders of Depositary Shares then

outstanding.

          SECTION 4.02. Distributions Other than Cash. Whenever the Depositary

shall receive any distribution other than cash on the Stock, the Depositary

shall, subject to Sections 3.01 and 3.02, distribute to the Record Holders of

Depositary Shares on the record date fixed pursuant to Section 4.04 such amounts

of the securities or property received by it as are, as nearly as practicable,

in proportion to the respective numbers of Depositary Shares held by such

holders, in any manner that the Depositary may deem equitable and practicable

for accomplishing such distri