Specimen Unit Certificate for the Common Units



 EXHIBIT 4.1 
  

FORM OF SPECIMEN CERTIFICATE EVIDENCING UNITS 
 REPRESENTING LIMITED PARTNERSHIP INTERESTS IN 
  

			
	 NUMBER
	  	UNITS
		
	 THIS CERTIFICATE IS TRANSFERABLE IN
	  	CUSIP 55907R 10 8
	 NEW YORK, N.Y. [AND RIDGEFIELD PARK, N.J.]
	  	SEE REVERSE FOR
	 CERTAIN DEFINITIONS
	  	 

  
 MAGELLAN MIDSTREAM
HOLDINGS, L.P. 
 A LIMITED PARTNERSHIP FORMED UNDER THE LAWS OF DELAWARE 
  
 In accordance with Section 4.1 of the Fourth Amended and Restated Limited Partnership Agreement, as amended,
supplemented or restated from time to time (the “Partnership Agreement”), Magellan Midstream Holdings, L.P., a Delaware limited partnership (the “Partnership”), 
  
 hereby certifies that 
  
 (the “Holder”) is the registered owner of
                                        
                                         Units

  
 representing limited partner interests in the Partnership (the
“Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Units are set forth in, and this
Certificate and the Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on
delivery of written request to the Partnership at, the principal office of the Partnership located at One Williams Center, Tulsa, Oklahoma 74172. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership
Agreement. 
  
 The Holder, by accepting this Certificate, is
deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all
right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement and (iv) made the waivers and given the
consents and approvals contained in the Partnership Agreement. 
  
 This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. 
  

					
	Dated:	 	Magellan Midstream Holdings, L.P.
			
	 	 	By:	 	Magellan Midstream Holdings GP, LLC,
	 	 	 	 	its General Partner
			
	 	 	By:	 	  


	 	 	 	 	President
			
	 	 	By:	 	  


	 	 	 	 	President

  

			
	Countersigned and Registered by:
		
	 	 	UMB Bank, n.a.,
	 	 	as Transfer Agent and Registrar
		
	By:	 	  


	 	 	Authorized Signature








 [Reverse of Certificate] 
  
 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:

  

							
	TEN COM        	  	as tenants in common	  	 UNIF GIFT MIN ACT
	 	            Custodian
            

	TEN ENT	  	as tenants by the entireties	  	 	 	 (Cust)                  (Minor)

	JT TEN	  	 as joint tenants with right of survivorship
 and not as tenants in common
	  	 	 	 under Uniform Gifts to Minors
 Act                     
   (State)


  
 Additional
abbreviations, though not in the above list, may also be used. 
  
 ASSIGNMENT OF UNITS 
 IN 
 MAGELLAN MIDSTREAM HOLDINGS, L.P. 
  
 FOR VALUE RECEIVED,
                                        
hereby assigns, conveys, sells and transfers unto                      
  

			
	______________________________________________________	    	 ___________________________________________________

	(Please insert Social Security or other identifying number of Assignee)	    	(Please print or typewrite name and address of Assignee)

  
              Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocable constitute and
appoint                      as its attorney-in-fact with full power of substitution to transfer the same on the books of Magellan Midstream
Holdings, L.P. 
  

			
	Date:                             	  	NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or
change.

  
  

			
	 SIGNATURE(S) MUST BE GUARANTEED
 BY A MEMBER
FIRM OF THE NATIONAL ASSOCIATION
 OF SECURITY DEALERS, INC. OR BY A
 COMMERCIAL BANK OR TRUST COMPANY
	  	 __________________________________________
 (Signature)
 __________________________________________
 (Signature)


  
 SIGNATURE(S) GUARANTEED

  
 No transfer of the Units evidenced hereby will be registered on the books
of the Partnership, unless the Certificate evidencing the Units to be transferred is surrendered for registration or transfer and the Assignee completes and executes the form set forth below. 







 ASSIGNEE CERTIFICATION 
  

					
	Type of Entity (check one):	  	 	  	 
	 [    ] Individual
	  	[    ] Partnership	  	[    ] Corporation
	 [    ] Trust
	  	[    ] Other (specify)
                                        
                          
			
	Nationality (check one):	  	 	  	 
	 [    ] U.S. Citizen, Resident or Domestic Entity
	  	 
	 [    ] Foreign Corporation
	  	 [    ] Non-resident Alien
	  	 

  
 If the U.S. Citizen,
Resident or Domestic Entity box is checked, the following certification must be completed. 
  
 Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the
Partnership is a foreign person. 
  
 To inform the Partnership
that no withholding is required with respect to the undersigned interestholder’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder). 
  
 Complete Either A or B: 
  

	A.	Individual Interestholder 

  

	 	1.	I am not a non-resident alien for purposes of U.S. income taxation. 

  

	 	2.	My U.S. taxpayer identification number (Social Security Number) is
                    . 

  

	 	3.	My home address is
                                        
                                        
                    . 

  

	 	4.	My taxable year ends on December 31st. 

  

	B.	Partnership, Corporation or Other Interestholder 

  

	 	1.	                                      
                                        
                       (name of Interestholder) is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Code and Treasury Regulations). 

  

	 	2.	The interestholder’s U.S. employer identification number is
                                    .


  

	 	3.	The interestholder’s office address and place of incorporation (if applicable) is
                                        .


  

	 	4.	The interestholder’s taxable year ends on December 31st. 

  
 The interestholder agrees to notify the Partnership within sixty (60) days of the date the interestholder becomes a foreign person. 
  
 The interestholder understands that this certificate may be disclosed to the
Internal Revenue Service by the Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. 
  
 Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete
and, if applicable, I further declare that I have authority to sign this document on behalf of 
  

					
	 	 	  

	 	 
	 	 	Name of Interestholder	 	 
	 	 	  

	 	 
	 	 	Signature and Date	 	 
	 	 	  

	 	 
	 	 	Title (if applicable)	 	 

  
 Note: If the Assignee
is a broker, dealer, bank, trust company, clearing corporation, other nominee holder or an agent of any of the foregoing, and is holding for the account of any other person, this application should be completed by an officer thereof or, in the case
of a broker or dealer, by a registered representative who is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or, in the case of any other nominee holder, a person performing
a similar function. If the Assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee owner or an agent of any of the foregoing, the above certification as to any person for whom the Assignee will hold the Units shall be
made to the best of the Assignee’s knowledge.