Exhibit 4.1  


COMMON
STOCK

LOGO

COMMON STOCK

BWH

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK, NY

CUSIP 11037M 10 5

SEE REVERSE FOR CERTAIN DEFINITIONS

This Certifies that

is the owner of

FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.01 PAR VALUE EACH OF BRISTOL WEST HOLDINGS, INC. 



transferable
on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to
the laws of the State of Delaware and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar. 


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


Dated:

Seal

Signature

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Signature

SECRETARY

COUNTERSIGNED AND REGISTERED:

THE BANK OF NEW YORK

    (NEW YORK, NEW YORK)

                TRANSFER AGENT

AND REGISTRAR

BY 


AUTHORIZED
SIGNATURE

Signature 


BRISTOL
WEST HOLDINGS, INC. 


        The
Corporation will furnish without charge to each stockholder who so requests the designations, powers, 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. Any such request should be made to the Secretary of the
Corporation or to the Transfer Agent and Registrar named on the face of this certificate. 


        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                          
                (Cust)

(Minor) 


TEN
ENT            as tenants by the
entireties                                        
        under Uniform Gifts to Minors Act 








JT
TEN                as joint tenants with
right                                       

                                        
            of survivorship and not as                       

(State) 


                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 TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 














Shares
















of
the 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 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) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED GUARANTEE MEDALLION
PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.