INCORPORATEDUNDER THE LAWS OF THE STATE OF MARYLAND

 

 

No.

VIEWPOINT FINANCIAL GROUP, INC.

Shares

 

CUSIP: ____________

 

CERTIFICATE ARE SUBJECT TO

RESTRICTIONS, SEE REVERSE SIDE

THIS CERTIFIES that		is the owner of

 

SHARES OF COMMON STOCK

of

a Maryland corporation

 

      The shares evidenced by this certificate are transferable only on the books of ViewPoint Financial Group, Inc. 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, ViewPoint Financial Group, Inc. has caused this certificate to be executed by its duly authorized officers and has caused its seal to be hereunto affixed this ______ day of ____________, 2010.

By:		[SEAL]	By:
	MARK E. HORD			GAROLD R. BASE
	CORPORATE SECRETARY			PRESIDENT AND CHIEF EXECUTIVE OFFICER

 

 

The Board of Directors of ViewPoint Financial Group, Inc. (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 stockholder upon request and without charge a full description of each class of stock and any series thereof.

 

The shares evidenced by this certificate are subject to a limitation contained in the Articles of Incorporation to the effect that in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of common stock (the “Limit”) be entitled or permitted to any vote in respect of shares held in excess of the Limit.

 

The shares represented by this certificate may not be cumulatively voted on any matter.  The Articles of Incorporation require the affirmative vote of the holders of at least 80% of the voting stock of the Company, voting together as a single class, to approve certain transactions and to amend certain sections of the Articles of Incorporation.

 

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      _______________
					(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

 

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER

 

___________________________________________________________________________________________________________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:

 

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.