Specimen Certificate of Class A Common Stock of Travelers Property Casualty Corp.
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Summary
This document is a specimen certificate representing shares of Class A Common Stock issued by Travelers Property Casualty Corp., a company organized under Connecticut law. The certificate confirms the holder owns fully paid and nonassessable shares, subject to the company's Certificate of Incorporation and Bylaws. It also references certain rights under a Rights Agreement with EquiServe Trust Company, N.A. The certificate is transferable upon proper endorsement and includes instructions for assignment and replacement if lost. Key terms and shareholder rights are available upon request from the company.
EX-4.1 8 y56500a5ex4-1.txt SPECIMEN CERTIFICATE OF CLASS A COMMON STOCK Exhibit 4.1 Number WW [CORPORATE SEAL] American Bank Note Company
TRAVELERS PROPERTY CASUALTY CORP. THIS CERTIFIES THAT CUSIP 89420G 10 9 IS THE OWNER OF FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK OF Travelers Property Casualty Corp.,transferable on the books of the Company 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, as amended, and of the Bylaws, as amended, copies of which are on file in the office of the Transfer Agent, 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 Company and the facsimile signatures of its duly authorized officers. CERTIFICATE OF STOCK COUNTERSIGNED AND REGISTERED: Dated: EQUISERVE TRUST COMPANY, N.A. TRANSFER AGENT AND BY REGISTRAR /s/ Stephen Cesso AUTHORIZED OFFICER /s/ James M. Michener Secretary /s/ Robert I. Lipp Chairman of the Board TRAVELERS PROPERTY CASUALTY CORP. THE COMPANY WILL FURNISH TO ANY SHAREHOLDER ON REQUEST IN WRITING AND WITHOUT CHARGE THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF ITS SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES. THE BOARD OF DIRECTORS OF THE COMPANY HAS THE AUTHORITY TO DETERMINE VARIATIONS IN THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS FOR ONE OR MORE SERIES OF PREFERRED STOCK BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES. This certificate also evidences and entitles the holder hereof to certain Class A Rights as set forth in the Rights Agreement (the "Rights Agreement"), between Travelers Property Casualty Corp. (the "Company") and EquiServe Trust Company, N.A. (the "Rights Agent"), 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 Class A 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 therefore. Under certain circumstances set forth in the Rights Agreement, Class A 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. Keep this certificate in a safe place. If it is lost, stolen or destroyed the Company will require a bond of indemnity as a condition to the issuance of a replacement certificate. 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - . . . . . . . .Custodian . . . . . . . . (Cust) (Minor) under Uniform Gifts to Minors Act . . . . . . . . . . . . . . . (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED THE UNDERSIGNED HEREBY SELL, ASSIGN AND TRANSFER UNTO ------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee ------------------------------------------------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------- Please insert social security or other identifying number 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 COMPANY 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.
