================================================================================
COMMUNITY FIRST BANCORP, INC.
COMMON STOCK COMMON STOCK
CERTIFICATE NO. ________ SHARES
SPECIMEN SPECIMEN
INCORPORATED UNDER THE
LAWS OF THE STATE OF MARYLAND
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF:
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,
$0.01 PAR VALUE PER SHARE, OF
Community First Bancorp, Inc.
The shares represented by this certificate are transferable only on the
stock transfer books of the Corporation by the holder of record hereof in
person, or by his duly authorized attorney or legal representative, upon the
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions
contained in the Corporation's charter documents filed with the Maryland
Department of Assessments and Taxation and its Bylaws (copies of which are on
file at the Corporation's main office), to all of the provisions the holder by
acceptance hereof, assents.
This Certificate is not valid unless 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, Community First Bancorp, Inc. has caused this
certificate to be executed by its duly authorized officers and has caused its
corporate seal to be hereunto affixed.
DATED:
- --------------------------------- ------------------------------
PRESIDENT AND CHIEF EXECUTIVE SECRETARY
OFFICER
SEAL
Incorporated 2003
================================================================================
COMMUNITY FIRST BANCORP, INC.
The Board of Directors of the Corporation is authorized by resolution(s),
from time to time adopted, to provide for the issuance of serial preferred stock
in series and to fix and state the voting powers, designations, preferences, and
relative, participating, optional, or other special rights of the shares of each
such series and the qualifications, limitations, and restrictions thereof. The
Corporation will furnish to any shareholder upon request and without charge a
full description of each class of stock and any series thereof.
The Charter of the Corporation prohibits any person (including an
individual or a company) from directly or indirectly acquiring the beneficial
ownership of more than ten percent (10%) of any class of an equity security of
the Corporation, unless such acquisition has been approved in advance by a
two-thirds vote of the Corporation's continuing directors, as defined in the
Charter. This provision does not apply to (i) underwriters in connection with
certain public sales or resales of securities of the Corporation, (ii) any proxy
granted to a continuing director, as defined, of the Corporation, by a
stockholder, or (iii) any employee benefit plans of the Corporation. Such
provision will expire five (5) years from the date of the completion of the
conversion of Community First Bank, Madisonville, Kentucky from mutual to stock
form.
The Charter restricts the voting rights of beneficial owners of more than
10% of any class of equity security of the Corporation where such beneficial
ownership is acquired at any time after five years from the date of the
completion of the conversion of Community First Bank, Madisonville, Kentucky
from mutual to stock form.
The shares represented by this certificate may not be cumulatively voted in
the election of directors of the Corporation. The Charter also requires the
approval of not less than 80% of the Corporation's voting stock prior to the
Corporation engaging in certain business combinations (as defined in the
Charter). This restriction does not apply if certain approvals are obtained from
the Board of Directors. The affirmative vote of holders of 80% of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as a single
class) is required to amend these and certain other provisions of the Charter.
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 TRANS MIN ACT - Custodian
---------------- --------------
(Cust (Minor)
under Uniform Transfers to Minors Act
-----------------------
(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING 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 shares on the books of the within named corporation with full power of
substitution in the premises.
Dated X
----------------- --------------------------
X
--------------------------
NOTICE: The signatures to this assignment must correspond with the name(s)
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.
Countersigned and Registered:
Transfer Agent and Registrar
By:
-------------------------------------------
Authorized Signature