EX-4.6



 




Exhibit 4.6








	STOCK CERTIFICATE THIS CERTIFICATE IS TRANSFERABLE IN SOUTH ST. PAUL, MN SEE REVERSE FOR CERTAIN
DEFINITIONS CUSXP 235flE5 5D E ; t ., • —  ;> 1 INCORPORATED UNDER THE LAWS OF
DELAWARE ; y’;.,,,-, \ !” ¦’:”’ I? FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE OF
$0.01 EACH, OF THE PREFERRED SERIES B CONVERTIBLE 4% STOCK OF ^(jjejeifjafter .referred to as the
“Corporation”), transferable on the books of the Corporation by the holder hereof
infperson/dr-€y;du!y^uthbFJ2id attpm^ey upon surrender of this Certificate properly endorsed. This
Certificate^and the shares represented hereby^are-ksyed md sialI;Ba“heJci subject to all the
provisions of the Restated Certificate o! Incorporation/Nas amended, of the Coipdrafiori^(a~copy
Df..whichSs,osCfilaat thexbffic!g*of the Corporation), to all of whio’ i the holdei of llvs
Caitificate^y acceptance hereof assents. This Certificate is not valid until countersigned by the
Transfer Agent and legistered by the Regiscrai. Witness the facsimile signatures of the duly
authorized officers of the Corporation. Dated: SEAL 2007 ^ 0 SECRETARY CHIEF EXECUTIVE OFFICER
touted sx.tes Lj—I)“itote coi i ‘“rrrsSl Jkt-s? CUSIP 235825 50 2





 









 









	THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS CONTAINED
IN THE RESTATED CERTIFICATE OF INCORPORATION RELATING TO SUCH SHARES, A COPY OF THIS CERTIFICATE
MAY BE MADE EXCEPT IN ACCORDANCE’ WITH THE PROVISIONS OF SUCH RESTATED CERTIFICATE OF
INCORPORATION. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1333 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE
Upon request, Dana Holding Corporation will furnish to any stockholder without charge a full
statement of the powers, designations, preferences and rights of each class or series of stock of
Dana Holding Corporation and the qualifications, limitations or restrictions on such preferences
and/or rights. Such requests should be addressed to the Secretary of Dana Holding Corporation,
Toledo, Ohio or to the transfer agent named on the face hereof. 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 TRF MIN ACT-___Custodian (until age ) TEN ENT — as tenants by the entireties under Uniform
Transfers IT TEN — as joint tenants with right of ‘ “ A J ‘ . , . , b
to Minors Act survivorship and not as tenants (State) in common Additional abbreviations may also
be used though not in the above list. For Value Received, . ___.hereby sell, assign and transfer i
PLEASE INSERT SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) -Shares of the preferred stock
represented by the within Certificate, and do hereby irrevocably constitute and appoint . . . .
Atto r n ey to transfer the said stock on the books of the within named Corporation with full power
of substitution in the premises. Dated ___.Signature(s) Guaranteed:

NOT SPP — THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF ilU i iv>C. THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENTOR ANY
CHANGE WHATEVER. ~S.CONTBy ___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.