NUMBER _______ _______ SHARES
COMMON STOCK PAR VALUE $.01 COMMON STOCK PAR VALUE $.01
PEOPLES BANKCORP, INC.
Incorporated under the laws of the State of New York
see reverse for certain definitions CUSIP 710811 10 0
This certifies that
is the owner of
fully paid and non-assessable shares of common stock, $.01 par
value per share, of PEOPLES BANKCORP, INC. (the "Corporation").
The shares represented by this certificate are transferable on the
stock transfer books of the Corporation by the holder of record
thereof, or by his duly authorized attorney or legal
representative, upon the surrender of this certificate property
endorsed in the manner provided by law and the Bylaws. This
Certificate and the shares represented hereby are issued and shall
be held subject to all the provisions of the Certificate of
Incorporation and Bylaws of the Corporation and any amendments
thereto, copies of which are on file at the principal executive
offices of the Corporation, to all of which provisions of the
holder by acceptance hereof assents. This certificate is not valid
until countersigned by the Corporation's transfer agent. THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE NOT A DEPOSIT OR ACCOUNT AND
ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
IN WITNESS THEREOF, the Corporation has caused this certificate to
be executed by the facsimile signatures of its duly authorized
officers and has caused a facsimile of its corporate seal to be
hereunto affixed.
Dated:
/s/ Todd R. Mashaw /s/ Robert E. Wilson
____________________________ _____________________
Secretary President and CEO
Countersigned
By: ILLINOIS STOCK TRANSFER
COMPANY (CHICAGO, IL)
_____________________________
Transfer Agent and Registrar
_____________________________
Authorized Signature
[CORPORATE SEAL]
PEOPLES BANKCORP, INC.
The Corporation will furnish to any shareholder upon request
and without charge, a full statement of the designation, relative
rights, preferences and limitations of the shares of each class of
capital stock the Corporation is authorized to issue and, with
respect to preferred stock, the designation, relative rights,
preferences and limitations of each series of preferred stock so
far as the same have been fixed and the authority of the Board of
Directors to designate and fix the relative rights, preferences and
limitations of other series. Such request may be made in writing
to the Secretary of the Corporation.
The Corporation's Certificate of Incorporation includes a
provision which prohibits any person from directly or indirectly
acquiring the beneficial ownership of more than 10% of any class of
equity security of the Corporation, unless such offer or
acquisition shall have been approved in advance by a two-thirds
vote of the Continuing Directors of the Corporation, as defined in
Article Sixteenth of the Certificate of Incorporation. This
provision does not apply to the purchase of shares by underwriters
in connection with a public offering, the granting of proxies to
certain directors of the Corporation by stockholders of the
Corporation or the acquisition of shares by an employee benefit
plan of the Corporation or a subsidiary. Such provision eliminates
the voting rights of securities acquired in violation of the
provision. Such provision will expire five years from the date of
completion of the conversion of Ogdensburg Federal Savings and Loan
Association, Ogdensburg, New York (the "Association") from mutual
to stock form. The Certificate of Incorporation also imposes
certain restrictions on the voting rights of beneficial owners of
more than 10% of any class of equity security of the Corporation
after five years from the date of completion of the conversion of
the Association from mutual to stock form.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - ..........Custodian.......... under
(Cust) (Minor)
Uniform Gifts to Minors Act .......................
(State)
UNIF TRAN MIN ACT - ..........Custodian...........
(Cust) (Minor)
under Uniform Transfers 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
TAXPAYER 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: _______________________ _____________________________
Signature
_____________________________
Signature
NOTICE: THE SIGNATURE(S) TO THE ASSIGNMENT MUST
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) should 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 17A-d-15.
KEEP THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST, STOLEN OR
MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.