Provident Bankshares Corporation Fixed Rate Cumulative Perpetual Preferred Stock, Series B Certificate
This certificate represents ownership of shares in the Fixed Rate Cumulative Perpetual Preferred Stock, Series B, issued by Provident Bankshares Corporation, a Maryland corporation. The certificate outlines the holder’s rights, transfer restrictions, and conditions under which the shares may be sold or transferred, including compliance with securities laws and limitations to qualified institutional buyers. The shares are not insured by the FDIC or any government agency and are subject to the corporation’s Articles of Incorporation and any amendments.
Exhibit 4.1
FIXED RATE CUMULATIVE PERPETUAL FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B PREFERRED STOCK, SERIES B
PO PAR VALUE $1.00 THIS CERTIFICATE IS TRANSFERABLE IN ADD ADD ADD ADDMR CANTON, MA AND JERSEY CITY, NJ
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Certificate Shares
DESIGNATION SAMPLE Number
43004,
(IF
ZQ 000000
ANY) Providence, INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
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is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B, $1.00 PAR VALUE PER SHARE, OF PROVIDENT BANKSHARES CORPORATION
DTC The shares represented by this certificate are transferable only on the stock transfer books of Provident Bankshares Total Corporation (the Corporation) by the holder of record hereof, or by his duly authorized attorney or legal representative,
Holder CUSIP
Number upon the surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and
Certificate of Insurance ID shall be held subject to all the provisions of the Articles of Incorporation of the Corporation and any amendments thereto Value (copies of which are on file with the Transfer Agent), to all of which provisions the holder by acceptance hereof, assents.
Transaction Numbers Shares This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
1234567890 ###-###-#### ###-###-#### ###-###-#### ###-###-#### ###-###-#### ###-###-#### ###-###-#### ###-###-#### ###-###-#### ###-###-#### ###-###-#### IN WITNESS THEREOF, PROVIDENT BANKSHARES 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 <<Month Day, Year>>
SHARE
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| 5 4 3 2 1 K S COUNTERSIGNED AND REGISTERED: |
12345678 N
A ORPOR C COMPUTERSHARE TRUST COMPANY, N.A.
B C A
Num/No I N T O
. T E E R TRANSFER AGENT AND REGISTRAR,
R D
N P
Chairman of the Board and Chief Executive Officer E O
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| 5 4 3 2 1 D I 1990 R |
Denom V T A
. O MAR AN D I
XXXXXX R YL N O 1,000,000 P
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| 6 5 4 3 2 1 . XX |
Total 123456789012345 123456 00 XXXXXXXXXX X By
Secretary AUTHORIZED SIGNATURE
.
PROVIDENT BANKSHARES CORPORATION
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 COMas tenants in common UNIF GIFT MIN ACT- . . . . . . . . . .Custodian . . . . . . . . . . . . . . .
(Cust) (Minor)
TEN ENTas tenants by the entireties under Uniform Gifts to Minors Act . . . . . . . . . . . . . (State) JT TENas joint tenants with right of survivorship UNIF TRF MIN ACT . . . . . . . . . . . . . . .Custodian (until age. . . ). . . . . . . . . . . and not as tenants in common (Cust) (Minor) under Uniform Transfers to Minors Act. . . . . . . . . .
(State) Additional abbreviations may also be used though not in the above list.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received, hereby sell, assign and transfer unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
Shares of the preferred 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: 20 THE SIGNATURE(S) Signature(s) SHOULD BE Guaranteed: GUARANTEED BY Medallion AN ELIGIBLE Guarantee GUARANTOR Stamp INSTITUTION (Banks, Stockbrokers, SIGNATURE GUARANTEE Savings and Loan MEDALLION Associations PROGRAM, and Credit PURSUANT Unions) WITH TO S. E. MEMBERSHIP C. RULE 17Ad-15. IN AN APPROVED
Signature:
Signature: 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.
The preferences, voting powers, qualifications and special and relative rights of the shares of stock of each class and series of the Corporation are set forth in the Articles of Incorporation and Articles Supplementary of the Corporation. A copy of the Articles of Incorporation and any Articles Supplementary will be furnished free of charge to the holder of this certificate upon written request to the Corporate Secretary of the Corporation.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
SECURITY INSTRUCTIONS
THIS IS WATERMARKED PAPER DO NOT ACCEPT WITHOUT NOTING WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK