Exhibit 4.1


 




	
  COMMON STOCK

  	
   

  	
  COMMON STOCK

  
	
   

  	
   

  	
   

  
	
  

  	
  

  	
  

  
	
   

  	
   

  	
   

  
	
  INCORPORATED UNDER THE LAWS

  	
   

  	
  SEE REVERSE FOR CERTAIN DEFINITIONS

  
	
  OF THE STATES OF DELAWARE

  	
  AmCOMP INCORPORATED

  	
  CUSIP  02342J 10 1

  
					






 


 


This is to
certify that


 


 


 


is the
owner of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE,
OF


 




	
  AmCOMP INCORPORATED

  






 


Transferrable on the books of the Corporation
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 seal of
the Corporation and the facsimile signatures of its duly authorized officers.


 


Witness the
facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.


 


Dated:


 


	
   

  	
   

  	
  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Melody
  Misiaszek

  	
  /s/ Fred R.
  Lowe 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECRETARY

  	
  CHAIRMAN AND
  CHIEF EXECUTIVE OFFICER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  COUNTER
  SIGNED AND REGISTERED

  
	
   

  	
  CONTINENTAL STOCK TRANSFER & TRUST
  COMPANY

  
	
   

  	
  JERSEY
  CITY, NJ

  	
  TRANSFER
  AGENT

  AND REGISTRAR

  	
   

  
	
   

  	
  BY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATURE

  



 





















 


AmCOMP INCORPORATED


 


THE
CORPORATION WILL FURNISH, WITHOUT CHARGE, TO EACH STOCKHOLDER WHO SO REQUESTS A
FULL STATEMENT OF 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.


 


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

  
	
   

  	
   

  	
  survivorship
  and not as tenants

  	
   

  	
  Act

  	
   

  	
   

  
	
   

  	
   

  	
  in common

  	
   

  	
   

  	
  (State)

  	
   

  
									



 


Additional abbreviations may also be used though not in the above list.


 


For value
received,         hereby sell(s),
assign(s) and transfer(s) 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 stock represented by the within Certificate, and do herby 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 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.