Common Stock Certificate Form for Medco Health Solutions, Inc.

Summary

This document is a form of common stock certificate for Medco Health Solutions, Inc., a Delaware corporation. It certifies ownership of fully paid and non-assessable shares of common stock, which are transferable on the corporation’s books by the holder or an authorized attorney. The certificate is subject to the company’s Certificate of Incorporation and must be countersigned by the transfer agent and registered by the registrar to be valid. It also outlines procedures for transfer and assignment, and provides information on shareholder rights upon request.

EX-4.1 4 dex41.txt FORM OF COMMON STOCK CERTIFICATE OF MEDCO HEALTH Exhibit 4.1 [Form of common stock certificate of Medco Health Solutions, Inc.] Number SHARES Medco Health Solutions, Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE MHS THIS CERTIFICATE IS TRANSFERABLE IN DULUTH, MINNEAPOLIS OR NEW YORK CITY COMMON STOCK CUSIP 58405U102 SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF ONE CENT ($0.01) EACH OF ========================Medco Health Solutions, Inc.============================ transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation of Medco Health Solutions, Inc. and to any and all amendments thereto, to all of which the holder by acceptance hereof assents. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signature of its proper officers. Dated: /s/ Richard T. Clark CHIEF EXECUTIVE OFFICER [MEDCO HEALTH SOLUTIONS, INC. CORPORATE SEAL] COUNTERSIGNED AND REGISTERED: THE BANK OF NEW YORK TRANSFER AGENT AND REGISTRAR, BY /s/ John D. Sivertsen /s/ David S. Machlowitz AUTHORIZED SIGNATURE SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

[Form of reverse of Common Stock Certificate of Medco Health Solutions, Inc.] Medco Health Solutions, Inc. The corporation will furnish without charge to each stockholder who so requests 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. Such requests may be made to the corporation or the transfer agent. 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 TRANS MIN ACT - ___________ Custodian____________ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Transfers to Minors JT TEN - as joint tenants with right Act______________________________ of survivorship and not as (State) tenants in common

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 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 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. Signatures(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.