EXHIBIT 4.0
NUMBER________________________________
COMMON STOCK
CUSIP No. 18272M 10 4
CLASSIC BANCSHARES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE OF
CLASSIC BANCSHARES, INC. (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___________________________
Lynette F. Speaks, Secretary
David B. Barbour, President
[Seal]
Countersigned and Registered:
FIFTH THIRD BANK
Transfer Agent and Registrar
By:_____________________________
CLASSIC BANCSHARES, INC.
The shares represented by this certificate are issued subject to all the
provisions of the Certificate of Incorporation and Bylaws of Classic Bancshares,
Inc. (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 provides that no "person"
(as defined in the Certificate of Incorporation) who "beneficially owns" (as
defined in the Certificate of Incorporation) in excess of 10% of the outstanding
shares of the Corporation shall be entitled to vote any shares held in excess of
such limit. This provision of the Certificate of Incorporation shall not apply
to an acquisition of securities of the Corporation by an employee stock purchase
plan or other employee benefit plan of the Corporation or any of its
subsidiaries.
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, only the 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 if 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
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common.
UNIF GIFT MIN ACT________Custodian________
(Cust) (Minor)
Under Uniform Gift to Minors Act - ____________
(State)
UNIF TRANS MIN ACT________Custodian________
(Cust) (Minor)
Under Uniform Gift 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
______________________________
______________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
__________________________________________________________________________Shares
of 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_______________________________________________
____________________________________________
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.