EXHIBIT 4
NUMBER
COMMON STOCK
CUSIP No. __________________
CBCT BANCSHARES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
OF
CBCT Bancshares, Inc.
(the "Corporation"), a Maryland corporation. The shares represented by this
certificate are transferable only on the stock transfer books of the Corporation
by the holder of record hereof, or by his duly authorized attorney or legal
representative, upon the surrender of this certificate properly endorsed. This
certificate is not valid until countersigned and registered by the Corporation's
transfer agent and registrar. THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS
NOT FEDERALLY INSURED OR GUARANTEED.
IN WITNESS WHEREOF, 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
_________________ Brad M. Hurta
Corporate Secretary [Seal] President and Chief Executive Officer
Countersigned and Registered:
[ Name ]
Transfer Agent and Registrar
CBCT BANCSHARES, INC.
The shares represented by this certificate are issued subject to all
the provisions of the Articles of Incorporation and Bylaws of CBCT Bancshares,
Inc. (the "Corporation") as from time to time amended (copies of which are on
file at the principal executive offices of the Corporation).
The Corporation's Articles of Incorporation provides that no "person"
(as defined in the Articles of Incorporation) who "beneficially owns" (as
defined in the Articles of Incorporation) in excess of 10% of the outstanding
shares of the Corporation shall be entitled to vote any shares held in excess of
such limit. This provision of the Articles of Incorporation shall not apply to
an acquisition of securities of the Corporation by an employee stock purchase
plan or other employee benefit plan of the Corporation or any of its
subsidiaries.
The Corporation's Articles of Incorporation also includes a provision
the general effect of which is to require the affirmative vote of the holders of
80% of the outstanding voting shares of the Corporation to approve certain
"business combinations" (as defined in the Articles of Incorporation) between
the Corporation and a stockholder owning in excess of 10% of the outstanding
shares of the Corporation. However, only the affirmative vote of a majority of
the outstanding shares or such vote as is otherwise required by law (rather than
the 80% voting requirement) is applicable to the particular transaction if it is
approved by a majority of the "disinterested directors" (as defined in the
Articles of Incorporation) or, alternatively, the transaction satisfies certain
minimum price and procedural requirements.
The Corporation will furnish to any stockholder upon request and
without charge a full statement of the powers, designations, preferences and
relative participating, optional or other special rights of each authorized
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights, to the extent that the same have
been fixed, and of the authority of the board of directors to designate the same
with respect to other series. Such request may be made to the Corporation or to
its Transfer Agent and Registrar.
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 entirety (Cust) (Minor)
JT TEN - as joint tenants with right of Under Uniform Gift to Minors Act -
survivorship and not as tenants (State)
in common. UNIF TRANS 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
IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)
- ------------------------------
Shares of Common Stock represented by the
within certificate, and do hereby
irrevocably constitute and appoint
____________________________ Attorney to
transfer the said shares 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.