Ex-4.1



 







EXHIBIT 4.1




FORM OF COMMON STOCK

CERTIFICATE




[FACE OF STOCK CERTIFICATE]




FIRST CHARTER CORPORATION




	 	 	 
	NUMBER

	 	COMMON STOCK
	 
	 	 
	NO PAR VALUE

	 	NO PAR VALUE

CUSIP 319439 10 5






INCORPORATED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA




THIS CERTIFIES THAT ________________________ IS THE OWNER

OF _________________________ FULLY PAID AND NON-ASSESSABLE SHARES

OF THE COMMON STOCK, NO PAR VALUE, OF FIRST CHARTER CORPORATION



The shares presented by this certificate are transferable only on the stock transfer books of the
Corporation by the holder of record hereof, or by his duly authorized attorney or legal
representative, upon the surrender of this certificate properly endorsed. This certificate and the
shares represented hereby are subject to the provisions of the Articles of Incorporation, all
amendments thereto, and the Bylaws of the Corporation. This certificate is not valid until
countersigned and registered by the Corporation’s transfer agent and registrar. The shares
represented by this certificate are not a deposit or an account and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency.




     IN WITNESS WHEREOF, the 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:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	Chief Executive Officer and President
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Corporate Secretary	 	 






 









 






[REVERSE SIDE OF STOCK CERTIFICATE]



“Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate
also evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder
Protection Rights Agreement, dated as of July 19, 2000 (as such may be amended from time to time,
the “Rights Agreement”), between First Charter Corporation (the “Company”) and Registrar and
Transfer Company, as Rights Agent, the terms of which are hereby incorporated herein by reference
and a copy of which is on file at the principal executive offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become
exercisable for securities or assets of the Company or of another entity, may be exchanged for
shares of Common Stock or other securities or assets of the Company, may expire, may become void
(if they are “Beneficially Owned” by an “Acquiring Person” or an Affiliate or Associate thereof, as
such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or
may be evidenced by separate certificates and may no longer be evidenced by this certificate. The
Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of
this certificate without charge promptly after receipt of a written request therefor.”




     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 _________
	 

	 	 	 	 	 	(Cust)                         (Minor)   
	TEN ENT

	 	—
	 	as tenant by the entireties	 	 
	 

	JT TEN

	 	—
	 	as joint tenants with right of survivorship
	 	Under Uniform Gift to Minors Act __________________
	 

	 	 	 	and not as tenants in common
	 	(State)          






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 common 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
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	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.






	 	 	 
	In the Presence of:
	 
	 	 
	 
	 	 
	 
	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.