exv4w1



 


Exhibit 4.1



	 	 	 	 	 
		 	[FORM OF STOCK CERTIFICATE-FRONT SIDE]
	 	
	 

	Number	 	
[DIRECT GENERAL CORPORATION LOGO]
	 	Shares
	 	 	 	 	 
	COMMON STOCK	 	
INCORPORATED UNDER THE LAWS OF THE STATE OF TENNESSEE
	 	COMMON STOCK
	 	 	 	 	 
	 	 	 	 	CUSIP 25456W 20 4
	 	 	 	 	 
	This Certifies
that	____________________________________________	 	SEE REVERSE FOR

CERTAIN DEFINITIONS

AND RESTRICTIONS

ON TRANSFER
	 	 	 	 	 
	is the owner
of	____________________________________________	 	 



FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE PER SHARE, OF


Direct General Corporation
(hereinafter and on the back hereof called the “Corporation”), transferable on the books of the Corporation
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 subject to all provisions of the Charter and Bylaws of the Corporation (copies of which are on file with the
Transfer Agent), as now or hereafter amended, to all of which the holder
hereof by acceptance hereof assents. This Certificate is not
valid until countersigned and registered by the Transfer Agent and Registrar.


     In
Witness Whereof, the Corporation has caused the facsimile signatures
of its duly authorized officers and its corporate seal to be
affixed hereto.



     Dated:




	 	 	 	 	 
	/s/ Ronald F. Wilson	 	[CORPORATE SEAL]	 	/s/ William C. Adair, Jr.
	
	 	 	 	

	SECRETARY	 	 	 	CHAIRMAN OF THE BOARD











 


[FORM OF STOCK CERTIFICATE-BACK SIDE]


Direct General Corporation


     In addition to the Common Stock, the
Corporation is authorized to issue Preferred Stock in such series or
classes and with such rights, preferences, privileges and restrictions as the Board of Directors of the
Corporation may determine from time to time. The Corporation will furnish to the shareholder information
regarding the designations, relative rights, preferences, and limitations applicable to each class and the
variations in rights, preferences and limitations determined for each series of stock issued by the Corporation
(and the authority of the board of directors to determine variations for future series) upon request in writing
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

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 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 THE 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.
	 	 	 
	SIGNATURE(S) GUARANTEED:	 	     
	 	 	____________________________________________________________________________

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.