[An intertwining line design [An intertwining line design
appears on the left border of appears on the right border of
the stock certificate, with the stock certificate, with
the certificate number appearing the number of shares appearing
at the top of the border and the at the top of the border and
Company's logo at the bottom of the Company's seal appearing at
the border] the bottom of the border]
COMMON STOCK COMMON STOCK
PAR VALUE $.10 PAR VALUE $.10
[A sketch of a woman in a draped gown, with a city skyline in the background,
appears directly above the Company's logo on the stock certificate]
CUSIP 594087 10 8
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFICATE IS TRANSFERABLE IN INCORPORATED UNDER THE LAWS
NEW YORK, NEW YORK; DALLAS, TEXAS; OF THE STATE OF DELAWARE
OR CLEVELAND, OHIO.
MICHAELS-R-
STORES, INC.
[Company name listed above appears in form of logo]
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
MICHAELS STORES, INC. (HEREINAFTER REFERRED TO AS THE "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 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 BY A TRANSFER AGENT AND REGISTERED BY A REGISTRAR.
WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.
Dated:
Countersigned and Registered:
SOCIETY NATIONAL BANK
Transfer Agent
/s/ Jack E. Bush /s/ Mark V. Beasley By: and Registrar
President Secretary
Authorized Signature
MICHAELS-R-
STORES, INC.
[Company name listed above appears in form of logo]
---------------------------------------
Michaels Stores, Inc. will furnish to the record holder
of this certificate without charge on written request to
such corporation at its principal place of business a full
statement of the powers, designations, preferences and
relative, participating, optional or other special rights of
each class of stock or series thereof which such corporation
is authorized to issue and the qualifications, limitations
or restrictions of such preferences and/or rights.
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 (Cust) (Minor)
entireties Under Uniform Gifts to Minors Act
JT TEN -- as joint tenants with
right of survivorship ---------------------------------
and not as tenants in (State)
common
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
--------------------------------
| |_____________________________________________
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_______________________________________________________________________________
Please print or typewrite name and address including
postal 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______________________________________
NOTICE: (SIGNATURE)
THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRES-
POND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE -->
CERTIFICATE IN EVERY PARTICU-
LAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY
CHANGE WHATEVER. X______________________________________
(SIGNATURE)
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| THE SIGNATURE(S) MUST BE GUARANTEED BY AN "ELIGIBLE|
|GUARANTOR INSTITUTION" AS DEFINED IN RULE 17Ad-15 UNDER|
| THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.|
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|SIGNATURE(S) GUARANTEED BY: |
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