exv4w1



 




Exhibit 4.1







	EAGLE MATERIALS INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF THE STATE OF DELAWARE




	FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF




	CERTIFICATE OF STOCK





 









 





EAGLE MATERIALS INC.




     This
 certificate also evidences and entitles the holder hereof to certain Rights as set
forth in the Rights Agreement dated as of February 2, 2004, by and between Eagle Materials Inc.,
formerly known as Centex Construction Products, Inc. (the “Corporation”), and Mellon Investor
Services LLC, as Rights Agent (the “Rights Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal offices of the Corporation.
Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced
by separate certificates and will no longer be evidenced by this certificate. The Corporation 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 therefor. Under certain
circumstances set forth in the Rights Agreement, 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.




     The
 Corporation will furnish without charge to each stockholder who so requests, a statement
of 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.




     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
	 	                    
	 

	 	TEN ENT
	 	—
	 	as tenants by the entireties
	 	 	 	(Cust)
	 	 	 	(Minor)
	 	 	JT TEN	 	—	 	as joint tenants with right of	 	 	 	under Uniform Gifts to Minors
	 	 	 	 	 	 	survivorship and not as tenants	 	 	 	Act                                        
	 

	 	 	 	 	 	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 OR OTHER
	 	 
	 

	 	IDENTIFYING NUMBER OF ASSIGNEE	 	 
	 
	 
	 





	 	 	 
	 
	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 

	 	Shares
	 	 	 
	of the 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:
	 	 	 	 	 	(SIGNATURE)
	 

	 	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	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(SIGNATURE)
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THIS
SIGNATURE(S) SHOULD BE GUARANTEED BY AN “ELIGIBLE GUARANTOR
INSTITUTION AS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT
OF 1934. AS AMENDED.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	SIGNATURE(S)
GUARANTEED BY: