exv4w1







Exhibit 4.1







	 	 	 	 	 	 	 	 	 

	CERTIFICATE

	 	INCORPORATED UNDER THE LAWS
	 	 	 	CLASS A COMMON STOCK
	 	SHARES
	NUMBER

	 	OF THE STATE OF DELAWARE
	 	 	 	PAR VALUE $0.01	 	 
	 

	 	 	 	[LIBERTY MUTUAL AGENCY CORPORATION LOGO]	 	 	 	 
	 

	 	THIS CERTIFICATE IS TRANSFERABLE	 	 	 	 	 	 
	[NUMBER]

	 	IN NEW YORK, NEW YORK
	 	 	 	CUSIP [•]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	LIBERTY MUTUAL AGENCY CORPORATION	 	 	 	 






This is to certify that




is the owner of




FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK, PAR VALUE $0.01, OF



Liberty Mutual Agency Corporation (the “Corporation”), 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 and the shares represented hereby are
issued and shall be held subject to all of the provisions of the Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws of the Corporation, each as from
time to time amended (copies of which are on file with the Transfer Agent), 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 facsimile signatures of its duly authorized officers.



     Dated:



	 	 	 

	/s/ Gary R. Gregg

	 	/s/ Edmund C. Kenealy
	 
	 	 
	CHIEF EXECUTIVE OFFICER AND PRESIDENT

	 	SECRETARY






	 	 	 	 	 

	 

	 	[LOGO]
	 	COUNTERSIGNED AND REGISTERED:
	 
	 	 	 	 
	 

	 	 	 	          Mellon Investor Services LLC
	 
	 	 	 	 
	 

	 	 	 	TRANSFER AGENT AND REGISTRAR
	 

	 	 	 	BY
	 
	 	 	 	 
	 

	 	 	 	AUTHORIZED OFFICER



















 





[LIBERTY MUTUAL AGENCY CORPORATION LOGO]




LIBERTY MUTUAL AGENCY CORPORATION



          THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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. A STOCKHOLDER MAY MAKE THE REQUEST TO THE
CORPORATION OR TO ITS TRANSFER AGENT AND REGISTRAR.



          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
	 	 	 	 	 
	TEN ENT

	 	— 
	 	..as tenants by the entireties
	 	 	 	 	 
	JT TEN

	 	— 
	 	..as joint tenants with right of
survivorship 
 and not as
tenants in common









	 	 	 	 	 	 	 

	UNIF GIFT MIN ACT

	 	 	 	Custodian	 	 
	 

	
 

	 	 	 	
 

	 
	 	 	 	 	 	 
	 

	 	(Cust)
	 	 	 	(Minor)
	 
	 	 	 	 	 	 
	 	 	under Uniform Gifts to Minors

Act               
               
                  
           
	 
	 	 	 	 	 	 
	 	 	(State)












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




	 	 	 	 	 

	PLEASE INSERT SOCIAL SECURITY OR OTHER
	IDENTIFYING NUMBER OF ASSIGNEE
	 

	 	
 	 	 





	 	 	 	 	 	 	 

	 


	 	 	 	 	 	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)


	 
	 	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Shares	 	 	 	 
	represented by the within Certificate, and do hereby
irrevocably constitute and
appoint	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Attorney	 	 	 	 
	to transfer the said shares on the books of the within
named Corporation with full
power of substitution in the premises.	 	 	 	 
	 
	 	 	 	 	 	 
	Dated    
                
               
	 	 	 	 	 	 








     NOTICE:




THE SIGNATURE(S) 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.







	 	 	 

	X

	 	 
	 

	 	 
	 

	 	(SIGNATURE)
	 
	 	 
	X

	 	 
	 

	 	 
	 

	 	(SIGNATURE)
	 
	 	 
	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.
	 
	 	 
	 












 









 





SIGNATURE(S) GUARANTEED BY: