Exhibit 4.1 ================================================================================ ============= ============== NUMBER THE CHILDREN'S PLACE RETAIL STORES, INC. SHARES C ============= ============== INCORPORATED UNDER THE LAWS CUSIP 168905 10 7 OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS - ----------------------------------------------------------------------- THIS CERTIFIES THAT is the owner of - ----------------------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.10 PER SHARE OF ==================THE CHILDREN'S PLACE RETAIL STORES, INC.====================== CERTIFICATE OF STOCK 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 is not 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: COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, N.Y.) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED OFFICER Steven Balasiano Ezra Dabah VICE PRESIDENT CHAIRMAN AND CHIEF EXECUTIVE OFFICER GENERAL COUNSEL AND SECRETARY THE CHILDREN'S PLACE RETAIL STORES, INC. * CORPORATE SEAL 1988 DELAWARE (c) SECURITY-COLUMBIAN UNITED STATES BANKNOTE COMPANY 1960 THE CHILDREN'S PLACE RETAIL STORES, INC. The Corporation will furnish without charge to each stockholder who so requests a statment of the designations, powers, 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 may be made to the Corporation or 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 __________ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act __________________ JT TEN - as joint tenants with right of (State) survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For value received, the undersigned 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) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 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. Signature(s) Guaranteed: - -------------------------------------------------- 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 17Ad-15.