FRONT OF STOCK CERTIFICATE
LABORATORY
CORPORATION SHARES
OF AMERICA INCORPORATED UNDER THE LAWS
HOLDINGS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS
PAR VALUE $0.10
CUSIP 50540R 40 9
THIS CERTIFIES THAT
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IS THE OWNER OF
FULLY PAID AND NON-ASSESSSABLE SHARES OF THE COMMON STOCK OF
Laboratory Corporation of America Holdings (hereinafter called the
"Corporation") transferable on the books of the Corporation by said
owner in person or by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the
Certificate of Incorporation and all amendments thereto, and the holder
hereof, by acceptance of this certificate, consents to and agrees to be
bound by all of said provisions. This certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and by facsimile the
signature of its duly authorized officers.
Dated
COUNTERSIGNED AND REGISTERED
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.)
BY:/s/ TRANSFER AGENT
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Authorized Signature
Transfer Agent and Registrar
BY:/s/ THOMAS P. MAC MAHON
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Thomas P. Mac Mahon
President
BY:/s/ BRADFORD T. SMITH
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Bradford T. Smith
Secretary
BACK OF STOCK CERTIFICATE
LABORATORY CORPORATION OF AMERICA HOLDINGS
The within named Corporation will furnish without charge to each stockholder
who so requests a description of the powers, designations, preferences and
relative, participating, optional or other special rights of each class or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Such request may be made to the office of the
Secretary of the Corporation.
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
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(Cust) (Minor)
under Uniform Gifts to Minors
Act
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(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell(s), assign(s) and
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transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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- ---------------------------------------------------------------------Shares
of the capital stock represented by the within Certificate, and do(es)
hereby irrevocably constitute(s) and appoint(s)
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to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated
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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 WHATSOEVER.
Signature(s) Guaranteed:
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCK-BROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
This certificate also evidences certain Rights as set forth in a Rights
Agreement between Laboratory Corporation of America Holdings (the "Company")
and American Stock Transfer & Trust Company dated as of December 13, 2001 and
as amended from time to time (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive officers of the Company. The Company will mail to the
holder of this certificate a copy of the Rights Agreement without charge
promptly after receipt of a written request therefor. Under certain
circumstances, as set forth in the Rights Agreement, such Rights may be
evidenced by separate certificates and no longer be evidenced by this
this certificate, may be redeemed or exchanged or may expire. As set
forth in the Rights Agreement, Rights issued or transferred to, or held by,
any Person who is, was or becomes an Acquiring Person or an Affiliate or
associate thereof (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder, may
be null and void.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN,
MUTILIATED OR DESTROYED, THE CORPORATION WILL REQUIRE
A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.