exv4w2



 


Exhibit 4.2


[FORM OF PREFERRED STOCK CERTIFICATE]



	 	 	 
	SERIES H PREFERRED STOCK	 	
SERIES H PREFERRED STOCK
	NUMBER	 	
SHARES
	-SPECIMEN-	 	
-SPECIMEN-



W HOLDING COMPANY, INC.


INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PUERTO RICO

6.70% NONCUMULATIVE MONTHLY INCOME PREFERRED STOCK, 2004 SERIES H



	 	SEE REVERSE SIDE FOR CERTAIN LEGENDS

CUSIP No. 929251882



THIS CERTIFIES THAT: -SPECIMEN-


is the owner of -SPECIMEN-


Fully Paid and Non-Assessable Shares of 6.70% Noncumulative Monthly Income Preferred Stock,

2004 Series H, Par Value $1.00 Per Share, Liquidation Preference $50.00 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
	 	________
(Cust.)
	 	Custodian
	 	________
(Minor)
	 	 	 	 	 	 	 	 	 	 	 
	TEN ENT -	 	as tenants by the	 	under Uniform Gifts to Minors Act	 	_________________________
	 	 	
entireties
	 	 	 	 	 	(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.