Exhibit 4
[FRONT OF STOCK CERTIFICATE]
COMMON COMMON
THIS CERTIFICATE IS TRANSFERABLE
IN NEW YORK, NY, BOSTON, MA OR
WINSTON-SALEM, NC
INCORPORATED UNDER THE LAWS
OF THE COMMONWEALTH OF VIRGINIA
CUSIP 913456 10 9
SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
UNIVERSAL CORPORATION
This certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON CAPITAL STOCK OF
Universal Corporation (hereinafter called "the Company") transferable on the
books of the Corporation in person or by duly authorized attorney upon surrender
of this certificate properly endorsed. This certificate and the shares
represented hereby are subject to all of the terms, conditions, and limitations
of the Articles of Incorporation of the Company and all amendments thereto. This
certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
In Witness Whereof, the Company has caused this certificate to be
sealed with a facsimile of its corporate seal and to be signed by its duly
authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED: /S/ Henry H. Harrell
WACHOVIA BANK, N.A. CHAIRMAN AND
WINSTON SALEM, NC CHIEF EXECUTIVE OFFICER
TRANSFER AGENT
AND REGISTRAR
BY /S/ J. M. White, III
AUTHORIZED SIGNATURE SECRETARY
[SEAL]
[BACK OF STOCK CERTIFICATE]
UNIVERSAL CORPORATION
THE COMPANY WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST, AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND
RELATIVE RIGHTS OF EACH CLASS OF STOCK WHICH THE COMPANY IS AUTHORIZED TO ISSUE.
REQUESTS MAY BE DIRECTED TO UNIVERSAL CORPORATION, 1501 NORTH HAMILTON STREET,
RICHMOND, VIRGINIA 23230.
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
JT TEN - as joint tenants with right of
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
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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of the Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said stock on the books of the within named Company
with full power of substitution in the premises.
Dated
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In Presence of
Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION. AS
DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in an Agreement between Universal Corporation and
Wachovia Bank, N.A., dated as of December 3, 1998, as it may be amended from
time to time (the "Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal executive
offices of Universal Corporation. Under certain circumstances, as set forth in
the Agreement, such Rights (as defined in the Agreement) will be evidenced by
separate certificates and will no longer be evidenced by this certificate.
Universal Corporation will mail to the holder of this certificate a copy of the
Agreement without charge after receipt of a written request therefor. As set
forth in the Agreement, Rights beneficially owned by any Person (as defined in
the Agreement) who becomes an Acquiring Person (as defined in the Agreement)
become null and void.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.