First Marblehead Corporation Common Stock Certificate

Summary

This document certifies that the named holder owns fully paid shares of common stock in The First Marblehead Corporation, a Delaware company. The certificate allows the holder to transfer ownership by proper endorsement and is subject to the corporation's governing documents and Delaware law. The certificate is only valid when countersigned by the transfer agent. It also outlines procedures for transferring shares and provides information on how to request details about other classes of stock the corporation may issue.

EX-4.1 6 a2120844zex-4_1.txt EX-4.1 EXHIBIT 4.1 NUMBER SHARES FMD [FIRST MARBLEHEAD LOGO] THE FIRST MARBLEHEAD CORPORATION Incorporated under the laws of the State of Delaware COMMON STOCK COMMON STOCK CUSIP 320771 10 8 SEE REVERSE SIDE FOR CERTAIN DEFINITIONS THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY, CANTON, MA AND JERSEY CITY, NJ THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF THE FIRST MARBLEHEAD CORPORATION (the "Corporation"), transferable on the books of the Corporation 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 subject to the laws of the State of Delaware and to the provisions of the Restated Certificate of Incorporation and the Amended and Restated By-laws of the Corporation, and all the amendments from time to time made thereto. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and facsimile signatures of its duly authorized officers. Dated: /s/ Daniel Maxwell Meyers [Seal] /s/ Donald R. Peck Chairman of the Board Treasurer Countersigned and Registered: EQUISERVE TRUST COMPANY, N.A. Transfer Agent and Registrar By: --------------------------------------- Authorized Signature THE FIRST MARBLEHEAD CORPORATION The Corporation has more than one class of stock authorized to be issued. The Corporation will furnish without charge to each stockholder who so requests in writing, a copy of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such requests may be addressed to the Secretary of the Corporation at the principal office of the Corporation. 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 - ________________ Custodian _______________ (Cust) (Minor) TEN ENT - as tenants by the under Uniform Gifts to Minors Act ___________ entireties (State) 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(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------- - -------------------------------------------- - ------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------ Shares of the Common Stock represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint - ------------------------------------------------------------ Attorney to transfer the said Shares on the books of the within-named Corporation with full power of substitution in the premises. Dated --------------------------- -------------------------- Signature -------------------------- THE SIGNATURE(S) 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 WHATSOEVER. SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15 Signature Guaranteed: