<PAGE> 1
W.P. STEWART & CO., LTD.
INCORPORATED UNDER THE ISLANDS OF BERMUDA UNDER THE COMPANIES ACT, 1981
COMMON SHARES
NUMBER SHARES
NY _____________ __________
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP G84922 10 6
NEW YORK, NEW YORK AND BERMUDA
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS IS TO CERTIFY THAT
IS THE REGISTERED HOLDER OF __________________________________
FULLY PAID AND NON-ASSESSABLE COMMON SHARES, PAR VALUE US$0.001 PER SHARE OF
____________________________ W.P. STEWART & CO., LTD. __________________________
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 the provisions of the Memorandum of Association and
Bye-Laws, copies of which are on file with the Transfer Agent, to all of which
the holder by acceptance thereof assents.
This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar. Witness the seal of the Corporation and the
signatures of its duly authorized officers.
Dated:
<TABLE>
<S> <C> <C>
/s/ Michael Wood [Corporation /s/ William P. Stewart
SECRETARY Seal] CHAIRMAN, DIRECTOR AND CHIEF EXECUTIVE OFFICER
Countersigned and Registered
EquiServe Transfer Agent
and Registrar
By: ______________________________
Authorized Signature
</TABLE>
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W.P. STEWART & CO., LTD.
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.
<TABLE>
<S> <C>
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 under Uniform Gifts to Minors Act
in common
___________________________________________
(State)
</TABLE>
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 postal zip code, of assignee)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
shares of the capital stock 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 TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFIATE 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 ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.
