Common Stock Certificate and Rights Agreement Reference for CF Industries Holdings, Inc.

Summary

This document certifies ownership of fully paid and non-assessable shares of common stock in CF Industries Holdings, Inc., a Delaware corporation. The certificate is transferable on the company's books upon proper endorsement and is only valid when countersigned by the transfer agent and registrar. It also references certain rights under a separate Rights Agreement, which may affect the holder's entitlements under specific circumstances. The company will provide a copy of the Rights Agreement to shareholders upon request. The certificate must be kept safe, as replacement requires a bond if lost or destroyed.

EX-4.1 3 a2160429zex-4_1.htm EX-4.1
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Exhibit 4.1

NUMBER		SHARES
CF
CF INDUSTRIES HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
		CUSIP 125269 10 0 SEE REVERSE FOR CERTAIN DEFINITIONS
This certifies that:		is the registered holder of
SPECIMEN

        FULLY PAID AND NON-ASSESABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF CF INDUSTRIES HOLDINGS, INC. transferable only on the books of the Corporation by the said holder in person or by Attorney, upon surrender of this Certificate properly endorsed.
    This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
    Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

		COUNTERSIGNED AND REGISTERED: THE BANK OF NEW YORK
		TRANSFER AGENT AND REGISTRAR
		AUTHORIZED SIGNATURE

[Seal of CF Industries Holdings, Inc.]
VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY				PRESIDENT AND CHIEF EXECUTIVE OFFICER

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A COPY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

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 right

under Uniform Transfers to Minors

of survivorship and not as
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


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING 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(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.

KEEP THIS STOCK CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between CF Industries Holdings, Inc. (the "Company") and the Rights Agent thereunder (the "Rights Agent") as from time to time amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the 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. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

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