Exhibit 4.1
COMMON STOCK This certificate also evidences and entitles the holder hereof to certain rights as COMMON STOCK
PAR VALUE $0.01 set forth in a Rights Agreement between Astoria Financial Corporation and PAR VALUE $0.01
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, dated as of July 17,
1996, as the same may be 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 offices of Astoria Financial Corporation. 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. Astoria Financial Corporation will mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor. As described in the Rights Agreement, Rights owned by any
Person who is or becomes an Acquiring Person (as defined in the Rights Agreement)
and certain transfers thereof shall become null and void.
SEE REVERSE FOR
CERTAIN DEFINITIONS
[Logo] Astoria Financial Corporation
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This Certifies That
is the owner of:
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF
ASTORIA FINANCIAL CORPORATION
The shares represented by this certificate are transferable only on the stock transfer books of the Corporation by the
holder of record thereof, 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 of the Certificate of Incorporation of the Corporation and any amendments thereto (copies of which are on file with
the Transfer Agent), to all of which provisions the holder by acceptance hereof, assents.
This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. The shares
represented by this Certificate are not insured by the Federal Deposit Insurance Corporation or any other government agency.
In Witness Thereof, Astoria Financial Corporation has caused this certificate to be executed by the facsimile signature of
its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed.
Dated:
COUNTERSIGNED AND REGISTERED: [SEAL]
ChaseMellon Shareholder Services, L.L.C. Astoria Financial Corporation
(New York, New York) Corporate
By Transfer Agent and Registrar Seal President and Chief Executive Officer
1993
Delaware
Authorized Signature Secretary
ASTORIA FINANCIAL CORPORATION
The shares represented by this certificate are subject to a limitation contained in the Certificate of Incorporation to
the effect that in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or
indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of common stock (the "Limit") be
entitled or permitted to any vote in respect of shares held in excess of the Limit.
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 shares represented by this certificate may not be cumulatively voted on any matter. The affirmative vote of the
holders of at least 80% of the voting stock of the corporation, voting together as a single class, shall be required to approve
certain provisions of the Certificate of Incorporation.
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 under Uniform Gift to Minors
right of survivorship and Act ____________________________
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 POSTAL 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 Stock on the books of the within-named Corporation with full power of substitution in the premises.
Dated, ______________ X______________________________________________________________________________________________________
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.
SIGNATURE 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 13Ad-15.