ex4-1



Exhibit 4.1



[FORM OF PREFERRED STOCK CERTIFICATE]




	 	 	 
	SERIES D PREFERRED STOCK

NUMBER

-SPECIMEN-		
SERIES D PREFERRED STOCK

SHARES

-SPECIMEN-




W HOLDING COMPANY, INC.




INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PUERTO RICO

7.40% NONCUMULATIVE MONTHLY INCOME PREFERRED STOCK, 2001 SERIES D




	 
	SEE REVERSE SIDE FOR CERTAIN
	
	
	
	

	LEGENDS
	
	
	
	

	CUSIP No. 929251 50 2






THIS CERTIFIES THAT: -SPECIMEN-


is the owner of -SPECIMEN-



Fully Paid and Non-Assessable Shares of 7.40% Noncumulative Monthly Income Preferred Stock,

2001 Series D, Par Value $1.00 Per Share, Liquidation Preference $25.00 Per Share, of



W HOLDING COMPANY, INC., (the “Corporation”) a Puerto Rico corporation with its
principal executive office located in Mayaguez, Puerto Rico. This Certificate
is not valid unless countersigned by the Transfer Agent and Registrar. The
shares represented by this Certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof or by his or
her duly authorized attorney or legal representative, upon surrender of this
Certificate properly endorsed.


            IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the signatures of its duly authorized officers and its facsimile
seal to be affixed hereto.

	 	 	 	 	 	 	 
	Dated:						W HOLDING COMPANY, INC.

BY:
	
	
	
	

				
[SEAL]	
	
	
	
	

	SECRETARY			
			CHAIRMAN OF THE BOARD

PRESIDENT AND CHIEF

EXECUTIVE OFFICER






Countersigned and Registered:




_____________________________

Transfer Agent and Registrar




_____________________________

Authorized Signature




 










W HOLDING COMPANY, INC.



            The shares represented by this Certificate are issued subject to all the
provisions of the Certificate of Incorporation and Bylaws of W Holding Company,
Inc. (the “Corporation”), as amended from time to time (copies of which are on
file at the principal executive office of the Corporation), to all of which the
holder by acceptance hereof assents.


            The Corporation is authorized to issue more than one class or series of
stock. The Corporation will furnish to any stockholder, upon request and
without charge, a list of the powers, designations, preferences and relative,
participation, optional or other special rights of each authorized class of
stock or series thereof and the conditions, limitations or restrictions of such
preferences and/or rights. Such request may be made to the Corporation at is
principal executive office.


            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
entireties		under Uniform Gifts to Minors Act __________________

      
      
      
      
      
      
      
      
      
(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, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


[______________] ____________________________________________________


PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL CODE OF ASSIGNEE


________________________________________________________________________________


__________ Shares of the Capital Stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint
_____________________________________________ Attorney to transfer the said
shares on the books of the Corporation with full power of substitution in the
premises.


Dated:________________

	 	 	 
	___________________

NOTICE:		
______________________________________

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.