Exhibit 4.1


 



NUMBER SHARES FULLY PAID AND
NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Leucadia National Corporation,
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. The holder hereof
by accepting this certificate expressly assents to and is bound by the
Certificate of Incorporation and the By-Laws of the Corporation, copies of which
are on file with the Transfer Agent. This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar. the seal of
the Corporation and the signatures of its duly authorized officers. Dated:
LEUCADIA NATIONAL CORPORATION ©SECURITY-COLUMBIAN UNITED STATES BANKNOTE COMPANY
Countersigned and Registered: AMERICAN STOCK TRANSFER & TRuST COMPANY, LLC
(Brooklyn, NY) Transfer Agent and Registrar By Authorized Officer THE TRANSFER
OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS PURSUANT TO PART
III OF ARTICLE FOURTH OF THE CERTIFICATE OF INCORPORATION OF LEUCADIA NATIONAL
CORPORATION REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS CERTIFICATE. CUSIP
527288 10 4 NY SECRETARY CHAIRMAN SEE REVERSE FOR CERTAIN DEFINITIONS ABnote
North America 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 SALES:
HOLLY GRONER 931-490-7660 PROOF OF: FEBRUARY 27, 2013 LEUCADIA NATIONAL
CORPORATION WO-y6586 FACE OPERATOR: DKS REV. 1 Colors Selected for Printing:
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LEUCADIA
NATIONAL CORPORATION

 

The
Corporation will furnish to any shareholder upon request and without charge, a
full statement of (i) the designation, relative rights, preferences and
limitations of the shares of (a) each class of the Corporation authorized to be
issued and (b) each series of Preferred Stock of the Corporation so far as the
same have been fixed and (ii) the authority of the Board of Directors of the
Corporation to designate and fix the relative rights, preferences and
limitations of other series of Preferred Stock of the Corporation. Such request
may be directed to the office of the Secretary of the Corporation or to 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:

 

	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	 	under Uniform Gifts 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 ZIP 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 stock 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.


 

TRANSFER
RESTRICTIONS

 

(a)
Certain Definitions. As used in this Part III of Article FOURTH, the following
terms have the following respective meanings:

“Acquisition
Issuance” means any delivery, issuance, or grant of Corporation Securities by
the Corporation in connection with the acquisition, directly or indirectly, of
(i) a majority, by vote or value, of the capital stock, partnership interests,
membership interests, or other equity interests of another Person or (ii) all or
substantially all of the assets of another Person.

“Corporation
Securities” means (i) shares of common stock of the Corporation, (ii) shares of
preferred stock of the Corporation, (iii) warrants, rights, or options (within
the meaning of Treasury Regulation ss.1.382-2T(h)(4)(v)) to purchase stock of
the Corporation, and (iv) any other interests that would be treated as “stock”
of the Corporation pursuant to Treasury Regulation ss.1.382-2T(f)(18).

“Percentage
Stock Ownership” means percentage stock ownership as determined in accordance
with Treasury Regulation ss.1.382-2T(g), (h), (j), and (k).

“Five-Percent
Shareholder” means a Person or group of Persons that (i) is identified as a
“5-percent shareholder” of the Corporation pursuant to Treasury Regulation
ss.1.382-2T(g)(1) or (ii) would be treated, under Treasury Regulation
ss.1.382-2T(g), (h), (j), and (k), as owning 5% of the common stock of the
Corporation.

“Person”
means an individual, corporation, estate, trust, association, company,
partnership, joint venture or similar organization.

“Prohibited
Distributions” means any dividends or other distributions that were received
from the Corporation by a Purported Transferee or Purported Holder with respect
to Excess Securities.

“Prohibited
Transfer” means any purported Transfer of Corporation Securities to the extent
that such Transfer is prohibited and void under this Part III of Article
FOURTH.

“Restriction
Release Date” means the earlier of December 31, 2024, the repeal of Section 382
of the Internal Revenue Code of 1986, as amended (the “Code”) (and any
comparable successor provision) (“Section 382”), or the beginning of a taxable
year of the Corporation (or any successor thereof) to which no Tax Benefits may
be carried forward.

“Tax
Benefits” means the net operating loss carryovers, capital loss carryovers,
general business credit carryovers, alternative minimum tax credit carryovers
and foreign tax credit carryovers, as well as any “net unrealized built-in loss”
within the meaning of Section 382, of the Corporation or any direct or indirect
subsidiary thereof.

“Transfer”
means any direct or indirect sale, transfer, assignment, conveyance, pledge, or
other disposition. A Transfer also shall include the creation or grant of an
option (within the meaning of Treasury Regulation ss.1.382-2T(h)(4)(v)). A
Transfer shall not include an issuance or grant of Corporation Securities by the
Corporation.

“Treasury
Regulation ss.1.382-2T” means the temporary income tax regulations promulgated
under Section 382, and any successor regulations. References to any subsection
of such regulations include references to any successor subsection thereof.

(b)
Restrictions.

(i)
Any attempted Transfer of Corporation Securities prior to the Restriction
Release Date, or any attempted Transfer of Corporation Securities pursuant to an
agreement entered into prior to the Restriction Release Date, shall be
prohibited and void ab initio to the extent that, as a result of such Transfer
(or any series of Transfers of which such Transfer is a part), either (1) any
Person or group of Persons shall become a Five-Percent Shareholder, or (2) the
Percentage Stock Ownership interest in the Corporation of any Five-Percent
Shareholder shall be increased; provided, however, that nothing herein contained
shall preclude the settlement of any transaction entered into through the
facilities of the New York Stock Exchange, Inc. in the Corporation
Securities.

(ii)
If, as a result of an Acquisition Issuance prior to the Restriction Release
Date, any Person or group of Persons would become a Five-Percent Shareholder,
then, notwithstanding anything in the agreement governing the terms of the
relevant acquisition to the contrary, the Corporation shall not deliver to the
Person that would otherwise be entitled to receive the Corporation Securities in
such Acquisition Issuance (the “Purported Holder”) the minimum number of
Corporation Securities otherwise deliverable in the Acquisition Issuance such
that such Person or group of Persons shall not become a Five-Percent Shareholder
(“Excess Issued Securities”). Any and all such Excess Issued Securities shall
instead be delivered to the Agent for sale in accordance with paragraph (d)(ii)
of this Article FOURTH. Any attempted or purported delivery of Excess Issued
Securities in violation of this clause (ii) shall be void ab initio.

(c)
Certain Exceptions. The restrictions set forth in paragraph (b) of this Part III
of Article FOURTH shall not apply to (1) an attempted Transfer if the transferor
or the transferee obtains, or (2) a delivery of Excess Issued Securities if the
Purported Holder or the Corporation obtains, the approval of the Board of
Directors of the Corporation. Any such approval must expressly waive the
applicability of the restrictions set forth in this Part III of Article FOURTH.
As a condition to granting its approval, the Board of Directors may, in its
discretion, require an opinion of counsel selected by the Board of Directors
that the Transfer or delivery of Excess Issued Securities shall not result in
the application of any Section 382 limitation on the use of the Tax
Benefits.

(d)
Treatment of Excess Transferred Securities and Excess Issued Securities.

(i)
No employee or agent of the Corporation shall record any delivery of Excess
Issued Securities to a Purported Holder or any Prohibited Transfer, and the
Purported Holder and the purported transferee of such a Prohibited Transfer (the
“Purported Transferee”) shall not be recognized as a shareholder of the
Corporation for any purpose whatsoever in respect of the Excess Issued
Securities or the Corporation Securities which are the subject of the Prohibited
Transfer (the “Excess Transferred Securities”, and together with the Excess
Issued Securities, the “Excess Securities”). The Purported Transferee and the
Purported Holder shall not be entitled with respect to such Excess Securities to
any rights of shareholders of the Corporation, including without limitation, the
right to vote such Excess Securities and to receive dividends or distributions,
whether liquidating or otherwise, in respect thereof, if any. Once the Excess
Securities have been acquired in a Transfer that is not a Prohibited Transfer,
the Corporation Securities shall cease to be Excess Securities.

(ii)
If the Board of Directors determines that a Transfer of Corporation Securities
constitutes a Prohibited Transfer or that Excess Issued Securities have been
delivered to a Purported Holder, then, upon written demand by the Corporation,
the Purported Transferee or Purported Holder shall transfer or cause to be
transferred any certificate or other evidence of ownership of the Excess
Securities within the Purported Transferee's or Purported Holder’s possession or
control, together with any Prohibited Distributions, to an agent designated by
the Board of Directors (the “Agent”). The Agent shall promptly sell to a buyer
or buyers, which may include the Corporation, the Excess Securities transferred
to it pursuant to the preceding sentence or paragraph (b)(ii) of this Article
FOURTH, in one or more arm's-length transactions (over the New York Stock
Exchange, if possible); provided, however, that the Agent shall effect such sale
or sales in an orderly fashion and shall not be required to effect any such sale
within any specific time frame if, in the Agent's discretion, such sale or sales
would disrupt the market for the Corporation Securities or otherwise would
adversely affect the value of the Corporation Securities. If the Purported
Transferee or Purported Holder has sold the Excess Securities before receiving
the Corporation's demand to surrender the Excess Securities to the Agent, the
Purported Transferee or Purported Holder shall be deemed to have sold the Excess
Securities on behalf of the Agent, and shall be required to transfer to the
Agent any Prohibited Distributions and the proceeds of such sale, except to the
extent that the Agent grants written permission to the Purported Transferee or
Purported Holder to retain a portion of such Prohibited Distributions or sales
proceeds not exceeding the amount that the Purported Transferee or Purported
Holder would have received from the Agent pursuant to paragraph (d)(iii) of this
Article FOURTH if the Agent rather than the Purported Transferee or Purported
Holder had sold the Excess Securities.

(iii)
The Agent shall apply any proceeds of a sale by it of Excess Securities, and any
amounts received by the Agent from a Purported Transferee or Purported Holder
pursuant to paragraph (d)(ii) of this Article FOURTH, as follows: (1) first, in
the case of Excess Transferred Securities, such amounts shall be paid to the
Agent to the extent necessary to cover its costs and expenses incurred in
connection with its duties hereunder; (2) second, any remaining amounts shall be
paid to the Purported Transferee or Purported Holder, up to either (i) the
amount paid by the Purported Transferee for the Excess Securities, or (ii) the
fair market value, calculated on the basis of the closing market price for
Corporation Securities on the day before the Acquisition Issuance or attempted
Transfer, of the Excess Securities at the time of the Acquisition Issuance or
attempted Transfer to the Purported Transferee by gift, inheritance, or similar
Transfer, which amount or fair market value shall be determined in the
discretion of the Board of Directors; and (3) third, any remaining amounts,
subject to the limitations imposed by the following proviso, shall be paid to
the Leucadia Foundation; provided, however, that (x) if the Leucadia Foundation
shall have terminated prior to its receipt of such amounts, such remaining
amounts shall be paid to one or more organizations qualifying under Section
501(c)(3) of the Code (and any comparable successor provision) (“Section
501(c)(3)”) selected by the Board of Directors, and (y) to the extent that the
receipt of such amounts could result in the Leucadia Foundation or any other
organization qualifying under Section 501(c)(3) becoming a Five-Percent
Shareholder, then such remaining amounts may be paid to one or more other
organizations qualifying under Section 501(c)(3) selected by the Board of
Directors. The recourse of any Purported Transferee or Purported Holder in
respect of any Prohibited Transfer or delivery of Excess Issued Securities shall
be limited to the amount payable to the Purported Transferee or Purported Holder
pursuant to clause (2) of the preceding sentence. In no event shall the proceeds
of any sale of Excess Securities pursuant to this Part III of Article FOURTH
inure to the benefit of the Corporation.

(iv)
If the Purported Transferee or Purported Holder fails to surrender the Excess
Securities or the proceeds of a sale thereof to the Agent within thirty business
days from the date on which the Corporation makes a demand pursuant to paragraph
(d)(ii) of this Article, then the Corporation shall institute legal proceedings
to compel the surrender.

(v)
The Corporation shall make the demand described in paragraph (d)(ii) of this
Part III of Article FOURTH within thirty days of the date on which the Board of
Directors determines that the attempted Transfer would result in Excess
Transferred Securities or that a Purported Holder received Excess Issued
Securities; provided, however, that if the Corporation makes such demand at a
later date, the provisions of this Part III of Article FOURTH shall apply
nonetheless.

(e)
Bylaws, Legends, etc.

(i)
The Bylaws of the Corporation shall make appropriate provisions to effectuate
the requirements of this Part III of Article FOURTH.

(ii)
All certificates representing Corporation Securities issued after the
effectiveness of this Part III of Article FOURTH shall bear a conspicuous legend
as follows:

THE
TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS
PURSUANT TO PART III OF ARTICLE FOURTH OF THE CERTIFICATE OF INCORPORATION OF
LEUCADIA NATIONAL CORPORATION REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS
CERTIFICATE.

(iii)
The Board of Directors of the Corporation shall have the power to determine all
matters necessary to determine compliance with this Part III of Article FOURTH,
including without limitation (1) whether a new Five-Percent Shareholder would be
required to be identified in certain circumstances, (2) whether a Transfer is a
Prohibited Transfer, (3) the Percentage Stock Ownership in the Corporation of
any Five-Percent Shareholder, (4) whether an instrument constitutes a
Corporation Security, (5) the amount or fair market value due to a Purported
Transferee or Purported Holder pursuant to clause (2) of paragraph (d)(iii) of
this Part III of Article FOURTH, (6) whether an issuance of Corporation
Securities is an Acquisition Issuance, (7) the number of Excess Issued
Securities with respect to any Purported Holder, and (8) any other matters which
the Board of Directors determines to be relevant; and the good faith
determination of the Board of Directors on such matters shall be conclusive and
binding for all the purposes of this Part III of Article FOURTH.