Kennedy-Wilson (KW) 10-K 2007 FY Annual report

Exhibit 4.1

NUMBER	UNITS
U-

PROSPECT ACQUISITION CORP.
Incorporated Under the Laws of the State of Delaware

CUSIP 74347T 202

SEE REVERSE FOR
CERTAIN DEFINITIONS

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND
ONE WARRANT EACH TO PURCHASE ONE SHARE OF COMMON STOCK

This certifies that                                                         is the owner of                                                     Units.

Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Prospect Acquisition Corp., a Delaware corporation (the “Company”), and one warrant (each a “Warrant”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $7.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) November 14, 2009, and will expire unless exercised before 5:00 p.m., New York time, on November 14, 2012, or earlier upon redemption. The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to December 29, 2007 unless Citigroup Global Markets, Inc. elects to allow separate trading earlier, subject to the Company’s (i) filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Company’s initial public offering and (ii) issuance of a press release announcing when such separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of November 14, 2007, by and between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

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

Dated:               , 2007	[Corporate Seal]		Delaware
/s/ James J. Cahill		/s/ Patrick J. Landers
Secretary		President

Prospect Acquisition Corp.

The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the Units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the Units.

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 tenant in common	UNIF GIFT MIN ACT		Custodian
			(Cust)		(Minor)
TEN ENT	as tenants by the entireties	Under Uniform Gifts to Minors Act:
		(State)
JT TEN	as joint tenants with right of
	survivorship and not as tenants
	in common

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

For value received,                                           hereby sells, assigns and transfers unto                                                   

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

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

                             Units represented by the within Certificate, and do hereby irrevocably constitute and appoint                                      Attorney to transfer said Units 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.

Signatures(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).

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