Tredegar Corporation


 

Exhibit 4.1

[TREDEGAR CORPORATION STOCK
CERTIFICATE]




NUMBER                                                                                  
SHARES

                                          TC

COMMON
STOCK                                              
                     
COMMON STOCK 


                                             
                                                 
  
CUSIP 894650 10 0

                                                                                                 
SEE REVERSE FOR CERTAIN DEFINITIONS

 

TREDEGAR
CORPORATION

—A VIRGINA CORPORATION— 


THIS CERTIFIES THAT 

IS THE OWNER OF 

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

Tredegar Corporation transferable on the books of the Corporation by the owner hereof in person or by duly authoried attorney
upon surrender of this certificate properly endrosed.  This certificate is not valid unless countersigned by the Transfer Agent and registered
by the Registrar.

CERTIFICATE OF STOCK



  Witness the facsimile seal of the Corporation and the facsimile signatures
  of its duly authorized officers. 

 Dated:

                                                           
[TREDEGAR CORPORATION SEAL VIRGINIA]

/s/
Nancy M. Taylor                                                                                                                       
/s/ John D. Gottwald

SECRETARY                                                                                                                         
       
PRESIDENT

 Countersigned and
Registered:  
            

 NATIONAL CITY BANK

(CLEVELAND, OH)

                   
TRANSFER AGENT
                   AND REGISTRAR

By


                                  Authorized Signature


 










TREDEGAR CORPORATION 

    THE
CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST TO THE OFFICE OF THE
CORPORATION IN RICHMOND, VIRGINIA, AND WITHOUT CHARGE, A FULL STATEMENT OF THE
DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH
CLASS AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE RELATIVE RIGHTS AND
PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF ANY CLASS AUTHORIZED TO BE
ISSUED IN SERIES, SO FAR AS THE SAME HAVE BEEN FIXED AND DETERMINED, AND THE
AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND
PREFERENCES OF FUTURE SERIES OR CLASSES.

    This
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in the Rights Agreement between Tredegar Corporation, a Virginia
corporation (the “Company”) and National City Bank, an Ohio corporation
(the “Rights Agent”), as successor to American Stock Transfer
& Trust Company, dated as of June
30, 1999, as may be amended from time to time (the “Rights
Agreement”), the terms of which are hereby incorporated herein by reference
and a copy of which is on the file at the principal offices of the Company.
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 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 therefor. Under certain
circumstances set forth in the Right Agreement. Rights that are owned or that
were previously owned by a Person who is, was or becomes an Acquiring Person or
any Affiliate or Associate of an Acquiring Person may become null and void. 

    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)



                                                                              
UNIF TRANS MIN ACT.................Custodian.....................


                                                                                       
                                  
(Cust)                          (Minor)

                                                                                              
                       
under Uniform Transfers to Minors

                                                  
                                                  
                
Act...............................................

                                                                                                          
                                      
(State)

Additional abbreviations
may 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 capital stock represented by the within Certificate, and do hereby
  irrevocably constitute and appoint______________________________________________________________________________

Attorney to transfer the said stock our the books of the within-named  Corporation
with full power of substitution in the premises.



Dated, _________________



                   
                _________________________________________________________

                       
                          
    THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S)

                   
        
NOTICE:    AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR, 

                       
                         
     WITHOUT ALTERATION OF ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED: _______________________________________________________________________

                                                   
                   THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR

                                                                       INSTITUTION (BANKS, STOCKBROKERS, SAVING AND LOANS
ASSOCIATIONS

                                                                       AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE

                                                                       GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.



KEEP THIS CERTIFICATE IN A
SAFE PLACE. IF IT IS LOST, STOLEN, MULTILATED OR DESTROYED, THE CORPORATION WILL
REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.