EX-4.1 3 l86561aex4-1.txt EX-4.1 CERTIFICATE OF COMMON STOCK 1 EXHIBIT 4.1 067436 COMMON STOCK NUMBER SHARES FBU [LOGO-FIRST IN THE U.S.] CHARTER ONE FINANCIAL, INC.(R) $.01 PAR VALUE PER SHARE INCORPORATED UNDER THE LAWS CUSIP 160903 10 0 OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES OF BOSTON, MA OR NEW YORK, NY This Certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, OF Charter One Financial, Inc. transferable on the books of the Corporation in person or by duly authorized attorney on surrender of this certificate properly endorsed. This certificate shall not be valid until 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/ Charles John Koch President /s/ Robert J. Vana Secretary [SEAL] CHARTER ONE FINANCIAL, INC. COUNTERSIGNED AND REGISTERED: [GRAPHIC] CORPORATE SEAL FLEET NATIONAL BANK DELAWARE (f/k/a BankBoston, N.A.) TRANSFER AGENT AND REGISTRAR AMERICAN BANK NOTE COMPANY BY /s/ Timothy D. Ryan AUTHORIZED SIGNATURE 2 The shares represented by this certificate are issued subject to all the provisions of the certificate of incorporation and bylaws of Charter One Financial, Inc. (the "Corporation") as from time to time amended (copies of which are on file at the principal executive offices of the Corporation), to all of which the holder by acceptance hereof assents. The Corporation shall 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 of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation's Secretary at the principal office of the Corporation. Until the earlier of the Separation Time and the Expiration Time (as such terms are defined in the Rights Agreement referred to below) this certificate shall also evidence and entitle the holder hereof to certain Rights as set forth in the Amended and Restated Stockholder Protection Rights Agreement, dated as of October 20, 1999 (as such may be amended from time to time, the "Rights Agreement"), between Charter One Financial, Inc. (the "Company") and Fleet National Bank (f/k/a BankBoston, N.A.), as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for shares of Common Stock, Preferred Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an "Affiliate" or "Associate" thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. 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 -------------------------------- JT TEN - as joint tenants with right (Cust) (Minor) of survivorship and not as under Uniform Gifts to Minors tenants in common Act_____________________________ (State) UNIF TRF MIN ACT-_______Custodian (until age_____) to Minors Act __________________ (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 ZIP CODE, OF ASSIGNEE) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------ Shares of the common 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 __________________ X___________________________________________ X___________________________________________ THE SIGNATURES(S) TO THIS ASSIGNMENT MUST NOTICE: CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By_____________________________________ 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.