EXHIBIT 1.1 [PICTURE OF EAGLE APPEARS HERE] COMMON STOCK COMMON STOCK NUMBER SHARES SS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 840486 10 2 INCORPORATED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA SOUTH STREET FINANCIAL CORPORATION ALBEMARLE, N.C. THIS IS TO CERTIFY THAT IS THE OWNER OF FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE OF SOUTH STREET FINANCIAL CORPORATION transferable on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. The security evidenced by this Certificate is not a deposit account or savings account and is not federally insured or guaranteed. This Certificate shall not be valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the signatures of its duly authorized officers. Dated: [SIGNATURE OF SECRETARY [SOUTH STREET /s/Carl M. Hill APPEARS HERE] FINANCIAL CORP. SEAL APPEARS SECRETARY HERE] PRESIDENT AND CHIEF EXECUTIVE OFFICER ++++++++++++++++++++++++++++++++++++++++++++++ + COUNTERSIGNED AND REGISTERED: + + + + TRANSFER AGENT AND REGISTRAR + + BY + + + + AUTHORIZED SIGNATURE + ++++++++++++++++++++++++++++++++++++++++++++++ SOUTH STREET FINANCIAL CORPORATION The Corporation will furnish in any shareholder upon request and without charge a copy of the Articles of Incorporation and Bylaws of the Corporation, which set forth certain other provisions with respect to acquisition of shares of the Corporation, as well as a description of the Corporation's authorized common and preferred stock and other provisions affecting stockholder rights and corporate governance. The following abbreviations, when used in the Inscription on the face or 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 ----------- ----------- JT TEN - as joint tenants with right of (Cust) (Minor) survivorship and not as tenants under Uniform Gifts to Minors in common Act ------------------------------ (state) Additional abbreviations may also be used though not in the above list For value received, herby 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 Capital Stock represented by the within Certificate, and do herby irrevocably constituto and appoint Attorney --------------------------------------------------------------------- to transfer the said stock on the books of the with in 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 OF ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED: ---------------------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-16. 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. - ----------------------------------------------- AMERICAN BANK NOTE COMPANY JUlY 15, 1996 fm 3504 ATLANTIC AVENUE 045223bk SUITE 12 LONG BEACH, CA 90807 (310)989-2333 (FAX) (310) 426-7450 proof NEW ---- - -----------------------------------------------