exv4w1



 



Exhibit 4.1




	 	 	 
	COMMON STOCK	 	
COMMON STOCK






	 	 	 
	C	[GRAPHIC OMITTED — CAPITALSOURCE LOGO]	






CUSIP 14055X 10 2

SEE REVERSE FOR

CERTAIN DEFINITIONS



CAPITALSOURCE INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE IN CHARLOTTE, NC OR NEW YORK, NY


THIS CERTIFIES THAT


is the owner of


     FULLY PAID AND NONASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE
COMMON STOCK OF


--------------------------------------------------------------------- CAPITALSOURCE INC. ---------------------------------------------------------------------


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 is not valid unless countersigned and registered by
the Transfer Agent and Registrar.



        WITNESS the facsimile signatures of the duly authorized officers of the
Corporation.


Dated:



	 	 	 
	/s/ Steven A. Museles	 	
/s/ John K. Delaney
	CHIEF LEGAL OFFICER AND SECRETARY	 	
CHAIRMAN AND CEO






	 	 	 
	 	 	
COUNTERSIGNED AND REGISTERED:
	 	 	
WACHOVIA BANK, N.A.
	 	 	
(Charlotte, NC)






	 	 	 
	BY:	 	
TRANSFER AGENT

AND REGISTRAR
	 
	 	 	
AUTHORIZED SIGNATURE

















 


[FORM OF REVERSE OF CERTIFICATE]


     A full statement of the powers, designations, preferences and relative,
participating, notional or other special rights of each class of stock or
series thereof of the Corporation and the qualifications, limitations or
restrictions of such preferences and/or rights will be furnished by said
Corporation to any stockholder upon request and without charge.


     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 Act________
	 	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
  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(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE,
        IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
        WHATEVER.





SIGNATURES(S) GUARANTEED:


	 	 	 
	By	 	 
	 	

	 	  THE SIGNATURE(S)
      SHOULD 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.