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EXHIBIT 4.4
- ---------------------- COMMON CERTIFICATE FOR
STOCK NOT MORE THAN
------------ [GRAPHIC] 100,000 SHARES
NUMBER PAR VALUE
$3.33 1/3 PER SHARE ---------------
FBU SHARES
------------
---------------
THIS CERTIFICATE IS TRANSFERABLE CUSIP 072612 60 9
IN NEW YORK OR IN BOSTON SEE REVERSE FOR CERTAIN DEFINITIONS
[GRAPHIC BOX] BAY STATE GAS COMPANY
ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
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This certifies that
is the registered holder of
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FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Bay State Gas Company, transferable on the books of the Company in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the
shares represented hereby are subject to the laws of The Commonwealth of Massachusetts and to the
Articles of Organization and By-Laws of the Company, and amendments to each. This Certificate is not
valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.
Witness the corporate seal of the Company and the signatures of its duly authorized officers.
DATED:
[BAY STATE COUNTERSIGNED AND REGISTERED:
GAS COMPANY THE FIRST NATIONAL BANK OF BOSTON
1974 SEAL] TRANSFER AGENT
BY: AND REGISTRAR,
/s/ Thomas W. Sherman /s/ Joel L. Singer
AMERICAN BANK NOTE
COMPANY AUTHORIZED SIGNATURE. TREASURER PRESIDENT
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BAY STATE GAS COMPANY
THE COMPANY WILL FURNISH TO ANY SHAREHOLDER, WITHOUT CHARGE, UPON WRITTEN
REQUEST ADDRESSED TO THE CLERK OF THE COMPANY, A STATEMENT OF THE PREFERENCES
AND VOTING POWERS AND RESTRICTIONS OR QUALIFICATIONS RELATING TO ALL CLASSES OF
THE COMPANY'S CAPITAL STOCK.
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 ----- -----
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts to Minors
tenants in common Act
------------------------
(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
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- ------------------------------_________________________________________________
_______________________________________________________________________________
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 COMPANY
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED THIS _____________ DAY OF __________ 19 __.
___________________________________________
IN PRESENCE OF
___________________________________
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.
This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Rights Agreement between Bay State Gas Company and The
First National Bank of Boston, dated as of November 15, 1989 (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 Bay State Gas
Company. 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. Bay State Gas Company 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
issued to any Person who becomes an Acquiring Person (as defined in the Rights
Agreement) shall become null and void.