Exhibit 4.1


 


[GRAPHIC]


© SECURITY-COLUMBIAN UNITED
STATES BANKNOTE COMPANY


 


	
   

  	
  COMMON SHARES



  	
  

  	
  COMMON SHARES

  	
   

  
	
   

  	
  

  	
  

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   CUSIP

  	
   

  
	
   

  
	
  CASTLEPOINT HOLDINGS, LTD.

  
	
  INCORPORATED IN BERMUDA UNDER THE COMPANIES
  ACT, 1981

  
	
   

  
	
  THIS IS TO CERTIFY THAT

  	
   

  
	
   

  	
   

  
	
   

  
	
  is the registered holder of

  	
   

  
	
   

  	
   

  
	
  FULLY PAID COMMON SHARES OF PAR VALUE
  US$0.01 EACH OF

  
	
   

  
	
  CASTLEPOINT HOLDINGS, LTD.

  
	
   

  
	
  transferable on the books of the Company 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 Memorandum of
  Association and Bye-Laws of the Company and all amendments thereto and shall
  be transferable in accordance therewith. This certificate is not valid unless
  countersigned and registered by the Transfer Agent and Registrar.

  
	
   

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

  
	
   

  
	
  CERTIFICATE OF STOCK

  
	
   

  
	
  Dated

  
	
   

  
	
  COUNTERSIGNED AND REGISTERED:

  	
   

  	
  

  	
  

  
	
   

  	
  /s/ John Sivertsen

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  	
   

  	
  DIRECTOR

  
	
   

  	
  (NEW YORK, NY)

  	
   

  	
   

  
	
   

  	
   

  	
  

  
	
   

  	
  TRANSFER AGENT

  	
   

  
	
   

  	
  AND REGISTRAR

  	
   

  
	
  BY

  	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATORY

  	
   

  	
   

  	
  DIRECTOR

  
											



 


 

















 


EACH COMMON SHARE HAS ONE
VOTE, EXCEPT THAT THE VOTING RIGHTS EXERCISABLE BY COMMON SHAREHOLDERS,
DIRECTLY OR INDIRECTLY OR THROUGH ATTRIBUTION, MAY BE LIMITED TO NOT MORE THAN
9.5% OF THE VOTING POWER CONFERRED BY OUR COMMON SHARES, PURSUANT TO A FORMULA
CONTAINED IN THE COMPANY’S BYE-LAWS. THE BOARD OF DIRECTORS OF THE COMPANY, BY
VIRTUE OF POWERS CONFERRED BY THE BYE-LAWS, ALSO HAS THE DISCRETION TO MAKE
SUCH ADJUSTMENTS TO THE AGGREGATE NUMBER OF VOTES ATTACHING TO THE COMMON
SHARES OF ANY SHAREHOLDER THAT IT CONSIDERS FAIR AND REASONABLE IN ALL CIRCUMSTANCES
TO ENSURE THAT NO PERSON WILL HOLD MORE THAN 9.5% OF THE COMPANY’S VOTING
RIGHTS AT ANY TIME.


 


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

  
	
  JT TEN 

  	
  —

  	
  as joint tenants with right
  of

  	
   

  	
  Act

  	
   

  	
   

  
	
   

  	
   

  	
  survivorship and not as
  tenants

  	
   

  	
   

  	
  (State)

  	
   

  
	
   

  	
   

  	
  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 

  
	
  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 Company 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 SIGNATURE
  GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.