Form of common stock certificate



 Form of common stock certificate 
  
 Exhibit 4.1 
  
 NUMBER
                                        
                                        
                         SHARES 
  
 [WXS]
                                        
                                        
                                        
       
  
 WRIGHT EXPRESS CORPORATION

  
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

  

			
	 THIS CERTIFICATE IS TRANSFERABLE IN
	 	CUSIP [                    ]
	 NEW YORK, NEW YORK
	 	 

  
 SEE
REVERSE FOR CERTAIN DEFINITIONS 
  
 [GRAPHIC] 
  
 This 
  
 Certifies 
  
 that 
  
 is the owner of 
  
 FULLY PAID AND NONASSESSABLE SHARES OF
THE COMMON STOCK, PAR VALUE $0.01, OF 
 WRIGHT EXPRESS CORPORATION 
  
 transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate and the shares represented hereby are issued under and shall be subject to all the provisions of the Certificate of Incorporation of the Corporation and any amendments thereto, copies of which are on file with the Corporation and
the Transfer Agent, to all of which the holder by acceptance hereof assents. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. 
  
 WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  
 Dated: 
  
 CERTIFICATE OF STOCK 
  
 [CORPORATE SEAL] 
  









 SECRETARY, CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT 
  
 COUNTERSIGNED AND REGISTERED: 
  
 WACHOVIA BANK, N.A. 
  
 TRANSFER AGENT 
 AND REGISTRAR 
  
 BY 
  

AUTHORIZED SIGNATURE 
  
 The Corporation will furnish without charge to each stockholder who so requests a copy of the powers, designations, preferences and relative, participating, option 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. Any such request may be made in writing to the office
of the secretary of the corporation or the transfer agent. 
  
 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: 
  

					
	 	  	UNIF GIFT MIN ACT - Custodian
	 TEN COM - as tenants in common
	  	 	  	 
			
	 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 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 ZIP OR POSTAL CODE OF ASSIGNEE) 
  









 Shares 
  
 of the Common Stock represented by the within certificate, and do 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 
                                       
                                        
                                        
                                        
                                        
                                        
                    
 NOTICE: THE SIGNATURE 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 WHATEVER. 
  
 Signature(s) Guaranteed: 
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
 THE 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. 
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.