Exhibit 4.1


 




	
  COMMON SHARES

  	
   

  	
   

  	
   

  	
  COMMON SHARES

  
	
   

  	
   

  	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Christopher & Banks Corporation

  	
   

  	
   

  	
  CUSIP 171046 105

  
	
                                                               INCORPORATED
  UNDER THE LAWS OF THE STATE OF DELAWARE

  	
  See
  reverse for certain definitions

  
							






 


THIS CERTIFIES THAT


 


is the owner of


 


FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF


 


Christopher &
Banks 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 is not valid unless
countersigned by the Transfer Agent & Registrar.


 


IN WITNESS WHEREOF, the said
Corporation has caused this certificate to be signed by its duly authorized
officers.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  

  	
   

  	
  

  
	
  PRESIDENT
  AND CHIEF EXECUTIVE OFFICER

  	
   

  	
  CHIEF
  FINANCIAL OFFICER AND ASSISTANT SECRETARY

  	
   

  	
  SECRETARY

  



 


	
   

  	
  COUNTERSIGNED AND REGISTERED:

  
	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
  SOUTH ST. PAUL, MN TRANSFER AGENT AND REGISTRAR

  
	
   

  	
  BY:

  	
     

  
	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  



 

















 


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 tenants by the entireties

  	
  under
  Uniform Gifts to Minors

  
	
   

  	
  Act

  
	
  JT
  TEN

  	
  —
  

  	
  as
  joint tenants with right of

  	
                          (State)

  
	
   

  	
   

  	
  survivorship and not as tenants

  	
   

  
	
   

  	
   

  	
  in common

  	
   

  
	
   

  	
   

  	
  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 OF ASSIGNEE


 


 


 


Shares


fo 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 fo 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.

  



 


SIGNATURE
GUARANTEED BY: