exv4w1






Exhibit 4.1

Form of Series A Preferred Stock Certificate




 









 








	 	 	 
	NUMBER
	 	SHARES
	 	 	 
	#
	 	#






CASCADE FINANCIAL CORPORATION



INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON




CUSIP 147272 10 8




THIS IS TO CERTIFY THAT




IS THE OWNER OF




FULLY PAID AND NON-ASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, PAR VALUE OF $.01 PER SHARE, OF

CASCADE FINANCIAL CORPORATION



(the “Corporation”), a Washington corporation, transferable only on the books of the Corporation by
the holder hereof in person or by duly authorized Attorney upon the surrender of this Certificate
properly endorsed.




     A statement in full, of all the designations, preferences, qualifications, limitations,
restrictions and special or relative rights of the shares of each class authorized to be issued,
will be furnished by the Corporation to any shareholder upon written request and without charge.



     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly
authorized officers and to be sealed with the Seal of the Corporation, this ___day of ___,
2008.



	 	 	 
	 
	 	 
	Secretary/Treasurer
	 	Chief Executive Officer






 









 





For Value Received,                                          hereby sells, assigns and transfers unto
                                         Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint                                         , Attorney to transfer the said Shares on the books of
the within named Corporation with full power of substitution in the premises.




Dated                                         




In presence of




                                        




                                        




          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.



This Corporation will upon request furnish any shareholder, without charge, information as to the
number of each class of shares authorized and outstanding and a copy of the portions of the
Articles of Incorporation, as amended, and resolutions of the Board of Directors of the Corporation
containing the designations, preferences, limitations and relative rights of all shares and any
series thereof.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2)
AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS
INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE
SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.