Exhibit 4.1



 Exhibit 4.1 
  



 
 COMMON STOCK 
 COMMON STOCK 
 LOGO TO COME 
 PAETEC HOLDING CORP. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 SEE REVERSE FOR CERTAIN DEFINITIONS 
 This Certifies that 
 CUSIP 695459 10 7 
 is the owner of 
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE OF $.01 PER SHARE, OF 
 PAETEC Holding Corp. 
 (hereinafter, 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 of the provisions of the Certificate of
Incorporation and Bylaws of the Corporation and all amendments thereto, copies of which are on file with the Transfer Agent, to all of which the holder of this certificate by acceptance hereof assents. This certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar. 
 WITNESS the facsimile seal of the Corporation and the
facsimile signatures of the duly authorized officers of the Corporation. 
 Dated: 
 TREASURER 
 CHAIRMAN AND CHIEF EXECUTIVE OFFICER 
 COUNTERSIGNED AND REGISTERED: 
 AMERICAN STOCK TRANSFER & TRUST COMPANY 
 (New York, NY) 
 BY: 
 TRANSFER AGENT AND REGISTRAR 
 AUTHORIZED SIGNATURE 







 PAETEC Holding Corp. 
  
 THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF CAPITAL STOCK. THE CORPORATION SHALL FURNISH TO ANY HOLDER UPON
REQUEST AND WITHOUT CHARGE THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE CORPORATION SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND
SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE CORPORATION. 
  
 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
        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 sells, assigns and transfers 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 capital stock represented by this Certificate, and does hereby irrevocably constitute and appoint
	 	 
		
	 	 	Attorney
	 to transfer the said stock on the books of the Corporation with full power of substitution in the premises.
	 	 

  
 Dated
                                        

  

					
		
	 X
	 	 
		
	 X
	 	 
		
	 NOTICE:
	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
	 	 	 	 	 


  
 SIGNATURE(S) GUARANTEED:

  

			
		
	By	 	 

  
 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. 

					
	 AMERICAN BANK NOTE COMPANY
 711 ARMSTRONG LANE
 COLUMBIA, TENNESSEE 38401
 (931) 388-3003
	  	 	  	 PRODUCTION COORDINATOR: HOLLY GRONER 931-490-1722
 PROOF OF NOVEMBER 21, 2006
 PAETEC HOLDING CORP.
 TSB 25452 BK

	 	  	 	  	 Operator:                ANTHONY

	 / ETHER 7 / LIVE JOBS / P / PAETEC HOLDING / 25452 BK
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