EXHIBIT 4
FORM OF STOCK CERTIFICATE
OF DELAWARE FIRST FINANCIAL CORPORATION
NUMBER SHARES
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COMMON STOCK CUSIP _____
SEE REVERSE FOR
CERTAIN DEFINITIONS
DELAWARE FIRST FINANCIAL CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
SPECIMEN
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE OF
DELAWARE FIRST FINANCIAL CORPORATION (the "Corporation"), a Delaware
corporation. The shares represented by this certificate are transferable only on
the stock transfer books of the Corporation by the holder of record hereof, or
by his duly authorized attorney or legal representative, upon the surrender of
this certificate properly endorsed. This certificate is not valid until
countersigned and registered by the Corporation's transfer agent and registrar.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED. IN WITNESS WHEREOF, the Corporation has caused this certificate to
be executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.
DATED
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Secretary SEAL President and Chief
Executive Officer
The shares represented by this certificate are issued subject to all the
provisions of the certificate of incorporation and bylaws of Delaware First
Financial Corporation (the "Corporation") as from time to time amended (copies
of which are on file at the principal executive offices of the Corporation).
The Corporation's certificate of incorporation also includes a provision
the general effect of which is to require the affirmative vote of the holders of
80% of the outstanding voting shares of the Corporation to approve certain
"business combinations" (as defined in the certificate of incorporation) between
the Corporation and a stockholder owning in excess of 10% of the outstanding
shares of the Corporation. However, the only affirmative vote of a majority of
the outstanding shares or such vote as is otherwise required by law (rather than
the 80% voting requirement) is applicable to the particular transaction is it is
approved by a majority of the "disinterested directors" (as defined in the
certificate of incorporation) or, alternatively, the transaction satisfies
certain minimum price and procedural requirements. The Corporation's certificate
of incorporation also contains a provision which requires the affirmative vote
of holders of at least 80% of the outstanding voting shares of the Corporation
which are not beneficially owned by the "interested person" (as defined in the
certificate of incorporation) to approve the direct or indirect purchase or
other acquisition by the Corporation of any "equity security" (as defined in the
certificate of incorporation) from such interested person.
The Corporation will furnish to any stockholder upon request and without
charge a full statement of the powers, designations, preferences and relative
participating, optional or other special rights of each authorized class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights, to the extent that the same have been fixed, and
of the authority of the board of directors to designate the same with respect to
other series. Such request may be made to the Corporation or to its transfer
agent and registrar.
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
accounting to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - _____ Custodian_______
TEN ENT - as tenants by the entirety (Cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gift to Minors Act
of survivorship and not as ________________________________
tenants in common (State)
UNIF TRANS MIN ACT - _____ Custodian _____
(Cust) (Minor)
Under Uniform Transfers to Minors 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 ZIP CODE)
________________________________________________________________________________
_________________________________________________________________________ Shares
of Common Stock represented by the within certificates, do and 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: ____________________ ______________________________________________
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.