EXHIBIT 4.1
COMMON STOCK
NUMBER INCORPORATED UNDER THE LAWS SHARES
CU OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE CUSIP 922602 10 7
IN CLEVELAND, OHIO OR IN
NEW YORK, NEW YORK SEE REVERSE FOR CERTAIN
DEFINITIONS
VENCOR, INC.
This Certifies that
is the owner of
FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
CERTIFICATE OF STOCK
Vencor, Inc., transferable on the books of the Corporation
by the holder hereof in person or by duly authorized attorney
[SEAL] upon surrender of this certificate properly endorsed. This
certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.
Witness the signatures of the duly authorized officers of
the Corporation.
Dated 9-14-95
Countersigned and Registered:
NATIONAL CITY BANK
(Cleveland, Ohio) Transfer Agent
By and Registrar, [ILLEGIBLE]
Secretary President
Authorized Signature.
VENCOR, INC.
TERMS AND PROVISIONS OF AUTHORIZED STOCK
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, 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 OFFICE OF THE
SECRETARY OF THE CORPORATION OR TO 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 __________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors Act
of survivorship and not as _________________________________
tenants 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
______________________________________
________________________________________________________________________________
________________________________________________________________________________
Please print or typewrite name and address including postal 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.
_________________________________________
The signature should be guaranteed by an
eligible guarantor institution pursuant
to S.E.C. Rule 17Ad-15.
This certificate also evidences and entitles the holder hereof to certain rights
as set forth in a Rights Agreement between Vencor, Inc. and National City Bank,
as Rights Agent, dated as of July 20, 1993 (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 offices of Vencor, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Vencor, Inc. will mail to the holder of this certificate a copy of
the Rights Agreement without charge after receipt of a written request therefor.
Under certain circumstances set forth in the Rights Agreement, Rights issued to,
or held by, any Person who is, was or becomes an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and certain
related persons, whether currently held by or on behalf of such Person or by any
subsequent holder, may become null and void.