RightCHOICE Managed Care, Inc. Specimen Common Stock Certificate

Summary

This document is a specimen certificate representing shares of common stock in RightCHOICE Managed Care, Inc., a Delaware corporation. It certifies ownership of fully paid and non-assessable shares, subject to the company's Certificate of Incorporation and Bylaws. The certificate outlines restrictions on ownership and transfer, including limits on how much stock any individual or entity can own, and describes procedures if those limits are exceeded. The certificate must be properly endorsed and registered to be valid and transferable.

EX-4.1 3 c61057ex4-1.txt SPECIMEN OF COMMON STOCK 1 Exhibit 4.1 COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE $.01 PAR VALUE IN NEW YORK, NY AND KANSAS CITY, MO SHARES [RIGHTCHOICE MANAGED CARE, INC. LOGO] INCORPORATED UNDER THE LAWS CUSIP 76657T 10 2 OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS RIGHTCHOICE MANAGED CARE, INC. This Certifies That is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF RightCHOICE Managed Care, Inc. (hereinafter called the "Corporation"), 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 of the provisions of the Certificate of Incorporation and Bylaws of the Corporation (copies of which are on file in the principal office of the Corporation), to all of which the holder by the acceptance hereof expressly assents. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: UMB BANK N.A. TRANSFER AGENT AND REGISTRAR /s/ Angela F. Braly /s/ John A. O'Rourke AUTHORIZED SIGNATURE SECRETARY PRESIDENT NUMBER RIT [SEAL] RIGHTCHOICE MANAGED CARE INC. CORPORATE SEAL 2000 DELAWARE 2 Exhibit 4.1 RIGHTCHOICE MANAGED CARE, INC. The shares of stock represented by this certificate are subject to restrictions on ownership and transfer. All capitalized terms in this legend have the meanings ascribed to them in the Corporation's Certificate of Incorporation, as the same may be amended from time to time, a copy of which, including the restrictions on ownership and transfer, shall be sent without charge to each stockholder who so requests. No Person shall Beneficially Own shares of Capital Stock in excess of any Ownership Limit applicable to such Person. Subject to certain limited specific exemptions, (i) Beneficial Ownership of that number of shares of Capital Stock by an institutional investor which would represent 10% or more of the Voting Power would exceed the Institutional Investor Ownership Limit, (ii) Beneficial Ownership of that number of shares of Capital Stock by a Noninstitutional Investor which would represent 5% or more of the Voting Power would exceed the Noninstitutional Investor Ownership Limit, and (iii) Beneficial Ownership of (a) 20% or more of the issued and outstanding shares of Common Stock or (b) any combination of shares in any series or class of Capital Stock that represents 20% or more of the ownership interest in the Corporation (determined as provided in the Corporation's Certificate of Incorporation) would exceed the General Ownership Limit. Any Person who attempts to Beneficially Own shares of Capital Stock in violation of this limitation must immediately notify the Corporation. Upon the occurrence of any event that would cause any Person to exceed any Ownership Limit applicable to such Person (including without limitation the expiration of a voting trust that entitled such Person to an exemption from any Ownership Limit applicable to such Person), all shares of Capital stock Beneficially Owned by such Person in excess of any Ownership Limit applicable to such Person shall automatically be deemed Excess Shares and shall be transferred immediately to the Share Escrow Agent and shall be subject to the provisions of the Corporation's Certificate of Incorporation. The foregoing summary of the restrictions on ownership and transfer is qualified in its entirety by reference to the Corporation's Certificate 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-______as Custodian for ______ UNIF TRAN MIN ACT-______as Custodian for_______ TEN ENT - as tenants by the (Cust) (Minor) (Cust) (Minor) entireties JT TEN - as joint tenants with under Uniform Gifts to Minors under Uniform Tranfers to Minors the right of Act __________________ Act __________________ survivorship and not (State) (State) as tenants in common TOD - Transfer on death direction in event of owner's death, to person named on face

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______________________ X___________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. X___________________________________ ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENT MEDALLION PROGRAM ("STAMP"), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM ("MSP"), OR THE STOCK EXCHANGES MEDALLION PROGRAM ("SEMP") AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.