Common Stock Certificate Form for U.S.I. Holdings Corporation

Summary

This document is a form of common stock certificate issued by U.S.I. Holdings Corporation, a Delaware corporation. It certifies ownership of fully paid and non-assessable shares of the company's common stock, which can be transferred by the holder or an authorized attorney upon proper endorsement and surrender of the certificate. The certificate is subject to the corporation's Certificate of Incorporation and By-Laws. It must be countersigned by the transfer agent and registered by the registrar to be valid. The document also outlines procedures for replacement if the certificate is lost, stolen, or destroyed.

EX-4.1 3 dex41.txt FORM OF COMMON STOCK CERTIFICATE OF U.S.I HOLDINGS Exhibit 4.1 [FACE OF CERTIFICATE] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK PAR VALUE OF $.01 NUMBER SHARES CUSIP 90333H101 SEE REVERSE FOR CERTAIN DEFINITIONS [PICTURE] U.S.I. HOLDINGS CORPORATION This is to Certify that: is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF U.S.I. Holdings Corporation (hereinafter called 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 issued and shall be held subject to all the provisions of the Certificate of Incorporation and By-Laws of the Corporation and to all amendments thereto, copies of which are on file in the office of the Transfer Agent to all of which the holder by acceptance hereof assents. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly authorized officers and its corporate seal to be hereunto affixed. DATED: COUNTERSIGNED AND REGISTERED: MELLON INVESTOR SERVICES LLC TRANSFER AGENT AND REGISTRAR, BY AUTHORIZED SIGNATURE. PRESIDENT SECRETARY AND TREASURER [BACK OF CERTIFICATE] U.S.I. Holdings Corporation The Corporation will furnish without charge to each stockholder who so requests of the secretary of the Corporation at its principal place of business the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof which the Corporation is authorized to issue, and the qualifications, limitations or restrictions of such preferences and/or rights. -------------------------------- KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 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 TRNSFRS MIN ACT-______ Custodian _________ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Transfers to Minors survivorship and not as tenants Act ____________ in common (State)

Additional abbreviations may also be used though not in the above list. For value received, ___________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ---------------------------------- - ---------------------------------- - -------------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE - -------------------------------------------------------------------------------- ________________________________________________________________________________ of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint _____________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated __________. SIGNATURE_________________________________________ THE SIGNATURE TO THIS ASSIGNMENT MUST NOTICE: CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. ----------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCI- ATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC RULE 17Ad-15 SIGNATURE(S) GUARANTEED BY: -----------------------------------------