EX-4.1



 EXHIBIT 4.1 
  

									
	NUMBER	 		  	 COMMON STOCK 
 CUSIP
[                     ]
 SEE REVERSE FOR CERTAIN
DEFINITIONS
	  	SHARES
				
	[                    ]            	 		  	 Iberdrola USA, Inc.

INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
	  	
				
		 	        THIS CERTIFIES THAT	  		  	
				
		 	        IS THE OWNER OF	  		  	

 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

  

							
	[Corporate Seal]	 		  	Iberdrola USA, Inc. (hereinafter called the “Corporation”), transferable on the books of said 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 of the Corporation, 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 seal of said Corporation and the signatures of its duly authorized officers. 

 

							
	Dated	 		  	 COUNTERSIGNED AND REGISTERED:

BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.



 

							
		 		  	 (1717 Arch Street, Suite 1300,

Philadelphia, Pennsylvania 19103)

			
		 		  	TRANSFER AGENT AND REGISTRAR
		
		  	BY:
				
	CHIEF CORPORATE OFFICER            	 		  	GENERAL COUNSEL	  	AUTHORIZED SIGNATURE

  







 Iberdrola USA, Inc. 

IBERDROLA USA, INC. WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE DESIGNATIONS AND THE POWERS,
PREFERENCES AND RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF, OF EACH CLASS OF STOCK OR SERIES THEREOF SET FORTH IN THE CERTIFICATE OF INCORPORATION, WHICH THE CORPORATION IS AUTHORIZED TO ISSUE. 

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)
 under Uniform Gifts to Minors Act

	JT TEN -	 		 	 as joint tenants with
 right of survivorship
and
 not as tenants 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 PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE	  	PLEASE INSERT TAXPAYER
IDENTIFYING NUMBER OF ASSIGNEE
		
	Name	  	
		
	Street	  	SHARES
		
	City, State and Zip Code	  	
	  

	 PLEASE PRINT OR TYPE NAME AND ADDRESS OF

ASSIGNEE
	  	PLEASE INSERT TAXPAYER
IDENTIFYING NUMBER OF ASSIGNEE
	 Name
	  	
		
	 Street
	  	SHARES
		
	 City, State and Zip Code
	  	
	  

	 PLEASE PRINT OR TYPE NAME AND ADDRESS OF

ASSIGNEE
	  	PLEASE INSERT TAXPAYER
IDENTIFYING NUMBER OF ASSIGNEE
	 Name
	  	
		
	 Street
	  	SHARES
		
	 City, State and Zip Code
	  	
	  









 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,
                                     

 

					
		  	X	  	  

		  	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERNATION 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.