Exhibit 4.3


 


	
  RBC GRAPHIC

  	
   

  	
   

  	
  COMMON
  STOCK

  
	
   

  	
   

  
	
  RBC
  BEARINGS INCORPORATED

  

  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

  	
  

  
	
   

  	
   

  
	
   

  	
  SEE REVERSE
  FOR CERTAIN DEFINITIONS

  
	
   

  	
   

  
	
  THIS
  CERTIFICATE TRANSFERABLE IN

  NEWYORK, NEWYORK AND CHICAGO, ILLINOIS

  	
   

  	
  CUSIP 755248
  10 4

  
	
   

  	
   

  
	
  THIS
  CERTIFIES THAT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  is the owner
  of

  	
   

  
	
   

  	
   

  
	
  FULLY PAID
  AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE COMMON STOCK
  OF

  
	
  RBC
  BEARINGS INCORPORATED

  
	
  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 and registered by the Transfer Agent and Registrar.

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

  
	
   

  	
   

  
	
  Dated:

  	
   

  
	
   

  	
   

  
	
  

  	
  

  	
  

  
	
  CHIEF
  FINANCIAL OFFICER

  	
   

  	
  PRESIDENT
  AND CHIEF EXECUTIVE OFFICER

  
							



 


	
   

  	
  COUNTERSIGNED
  AND REGISTERED:

  
	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION

  
	
   

  	
  TRANSFER AGENT AND REGISTRAR

  
	
   

  	
   

  
	
   

  	
  BY

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATURE

  



 


	
  AMERICAN BANK NOTE COMPANY

  	
  PRODUCTION COORDINATOR: MIKE PETERS: 931-490-1714

  
	
  711 ARMSTRONG LANE

  	
  PROOF OF JULY 22, 2005

  
	
  COLUMBIA, TENNESSEE 38401

  	
  RBC BEARINGS INCORPORATED

  
	
  (931) 388-3003

  	
  TSB 20590 FACE

  
	
   

  	
   

  
	
  SALES: RICHARD JOHNS: 212-269-0339 X 13

  	
  OPERATOR:

  	
  TERESA/Ron

  
	
   

  	
   

  	
   

  
	
  ETHER 7 / LIVE JOBS / R / RBC / 20590 FACE

  	
  REV. 2

  



 


COLORS
SELECTED FOR PRINTING: Intaglio prints in SC-7 dark
blue.


 


COLOR: This proof was printed
from a digital file or artwork on a graphics quality, color laser printer. It
is a good representation of the color as it will appear on the final product.
However, it is not an exact color rendition, and the final printed product may
appear slightly different from the proof due to the difference between the dyes
and printing ink.


 


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The Corporation will furnish without charge
to each stockholder who so requests a statement of the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.


 


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

  	
  UNF GIFT MIN ACT — 

  	
                     Custodian

  
	
  TEN ENT — 

  	
  as tenants by the entireties 

  	
   

  	
  (Parent)                         (Minor)

  
	
  JT TEN — 

  	
  as joint tenants with right of survivorship
  and not as tenants in common

  	
   

  	
  Under Uniform Gifts to Minors

  
	
   

  	
   

  	
  Act 

  
	
   

  	
   

  	
  (State)

  



 


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 INCLUDING 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 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.

  



 


 


SIGNATURE GUARANTEED:


 


 


	
  By

  	
   

  
	
  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
  INSTITUTION (BANKS STOCK-BROKERS SAVING(S) AND LOAN ASSOCIATIONS AND CREDIT
  UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
  PURSUANT TO SEC RULE 17Ad-15.

  
	
   

  



 


 


 


	
  AMERICAN BANK NOTE COMPANY

  	
  PRODUCTION COORDINATOR: MIKE PETERS: 931-490-1714

  
	
  711 ARMSTRONG LANE

  	
  PROOF OF JULY 18, 2005

  
	
  COLUMBIA, TENNESSEE 38401

  	
  RBC BEARINGS INCORPORATED

  
	
  (931) 388-3003

  	
  TSB 20590 BACK

  
	
   

  	
   

  
	
  SALES: RICHARD JOHNS: 212-269-0339 X 13

  	
  OPERATOR:

  	
  TERESA

  
	
   

  	
   

  	
   

  
	
  ETHER 7 / LIVE JOBS / R / RBC / 20590 BACK

  	
  NEW

  



 


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PROOF:     OK AS IS     OK WITH
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