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EXHIBIT 4
CHARTERED UNDER THE LAWS OF THE UNITED STATES OF AMERICA
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No. Shares
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SOUND FEDERAL BANCORP
FULLY PAID AND NON-ASSESSABLE
PAR VALUE $.10 EACH
THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO
RESTRICTIONS, SEE REVERSE SIDE
THIS CERTIFIES that is the owner of
SHARES OF COMMON STOCK OF
SOUND FEDERAL BANCORP
a Federal corporation
The shares evidenced by this certificate are transferable only on the
books of Sound Federal Bancorp by the holder hereof, in person or by attorney,
upon surrender of this certificate properly endorsed. The capital stock
evidenced hereby is not an account of an insurable type and is not insured by
the Federal Deposit Insurance Corporation or any other Federal or state
governmental agency.
IN WITNESS WHEREOF, Sound Federal Bancorp has caused this certificate to
be executed, by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its seal to be hereunto affixed.
By [SEAL] By
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WILLIAM H. MOREL, RICHARD P. MCSTRAVICK,
CORPORATE SECRETARY PRESIDENT AND
CHIEF EXECUTIVE OFFICER
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The Board of Directors of Sound Federal Bancorp (the "Company") is
authorized by resolution or resolutions, from time to time adopted, to provide
for the issuance of more than one class of stock, including preferred stock in
series, and to fix and state the voting powers, designations, preferences,
limitations and restrictions thereof. The Company 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 shares of common stock evidenced by this certificate are subject to a
limitation contained in the Stock Holding Company Charter of the Company to the
effect that, for a period of five years from the date of the reorganization from
mutual to stock form of Sound Federal Savings and Loan Association, no person
other than Sound Federal, MHC, the parent mutual holding company of the Company,
shall directly or indirectly offer to acquire or acquire the beneficial
ownership of more than 10% of any class of any equity security of the Company
unless such offer to acquire or acquisition is approved by a majority of the
Board of Directors. This limitation shall not apply to the purchase of shares by
underwriters in connection with a public offering or certain purchases of shares
by a tax-qualified employee stock benefit plan or a subsidiary of the Company
and any trustee of such a plan or arrangement. In the event shares are acquired
in violation of this provision, all shares beneficially owned by any person in
excess of 10% shall be considered "excess shares" and shall not be counted as
shares entitled to vote and shall not be voted by any person or counted as
voting shares in connection with any matters submitted to stockholders for a
vote.
Special meetings of the Company's stockholders relating to a change in
control of the Company or to an amendment of the Charter of the Company may be
called only by the Company's Board of Directors. Special meetings of the
stockholders for any other purpose or purposes shall be called upon the written
request of the holders of not less than 10% of all the outstanding capital stock
of the Company entitled to vote at the meeting.
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
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(Cust) (Minor)
TEN ENT - as tenants by the entireties
Under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
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
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PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
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(please print or typewrite name and address including postal zip code of
assignee)
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______________________________________________________________________ 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, _____________________________
In the presence of Signature:
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NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.