1 EXHIBIT 4.1 COMMON COMMON PAR VALUE $.01 PAR VALUE $.01 NUMBER THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 983100 10 8 SHARES W DALLAS, TX AND NEW YORK, NY SEE REVERSE FOR CERTAIN DEFINITIONS WYNDHAM HOTEL CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT IS THE OWNER OF [LOGO] FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF [SEAL] Wyndham Hotel 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 under and shall be subject to all of the provisions of the Certificate of Incorporation and Bylaws of the Corporation and any amendments thereto, copies of which are on file with the Corporation and the Transfer Agent, to all of which the holder, by acceptance hereof, assents. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: /s/ JAMES D. CARREKER COUNTERSIGNED AND REGISTERED: PRESIDENT CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C. TRANSFER AGENT AND REGISTRAR /s/ CARLA S. MORELAND BY SECRETARY AUTHORIZED SIGNATURE 2 [LOGO] WYNDHAM HOTEL 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. SUCH REQUEST SHOULD BE MADE TO THE CORPORATION OR TO THE TRANSFER AGENT. 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 _________ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act _______________ in common (State) 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 stock on the books of the within-named Corporation with full power of substitution in the premises. Dated, ______________________ NOTICE: THE SIGNATURE(S) TO THIS X_______________________________________ ASSIGNMENT MUST CORRE- (SIGNATURE) SPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF - -) THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTER- ATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. X_______________________________________ (SIGNATURE) --------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKHOLDERS, 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: ---------------------------------------