exv4w1



 




EXHIBIT 4.1



	

NEENAH PAPER, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS
CERTIFICATE IS TRANSFERABLE IN NEW YORK, NEW YORK OR CANTON, MASSACHUSETTS THIS
CERTIFIES THAT is the owner of NP COMMON STOCK FULLY PAID AND NON-ASSESSABLE
SHARES OF THE PAR VALUE OF $0.01 PER SHARE OF THE COMMON STOCK OF COUNTERSIGNED
AND REGISTERED: EquiServe Trust Company, N.A. TRANSFER AGENT AND REGISTRAR BY
AUTHORIZED SIGNATURE (Y) (Y) (Y) (Y) (Y) (Y) Neenah Paper, Inc.
(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)(Y)
CORPORATE SEAL DELAWARE X SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS
CUSIP 640079 10 9 NEENAH PAPER, INC. (hereinafter called the OCorporationO)
transferable on the books of the Corporation by said holder in person or by duly
authorized attorney upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held
subject to all the provisions of the Certificate of Incorporation and all
amendments thereto, copies of which are on file at the office of the Transfer
Agent, and the holder hereof, by acceptance of this certificate, consents to and
agrees to be bound by all said provisions. This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar. In Witness
Whereof, the Corporation has caused this certificate to be signed by the
facsimile signatures of its duly authorized officers and to be sealed with the
facsimile seal of the Corporation. Dated CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER SECRETARY Colors Selected for Printing: Logo is a vector image, prints
in PMS 293, PMS 7544 and black. 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. PLEASE INITIAL THE APPROPRIATE
SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER
PROOF AMERICAN BANK NOTE COMPANY 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401
(931) 388-3003 SALES: J. DICKINSON 773-429-0698 / ETHER 19 / LIVE JOBS / N /
NEENAH 17176 FC PRODUCTION COORDINATOR: MIKE PETERS 931-490-1714 PROOF OF
SEPTEMBER 13, 2004 NEENAH PAPER, INC. TSB 17176 FC Operator: Ron / Teresa Rev. 1










 





     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 authorized to be issued, so far as the same have been fixed, and
the qualifications, limitations or restrictions of such preferences and/or
rights. Such request may be made to the Corporation or to the Transfer Agent
and Registrar.



     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	                            
	TEN ENT

	 	–	 	as tenants by the entireties	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN
	 	–	 	as joint tenants with right of	 	 	 	    under Uniform Gifts to Minors
	 
	 	 	 	survivorship and not as tenants	 	 	 	    Act	                                
	

	 	 	 	in common
	 	 	 	 	 	(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                                        




	 	 	 
	

	 	X
	

	 	
 
	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(s) Guaranteed:
	 	 














THE SIGNATURE(S) MUST 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.






 








This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between Neenah Paper, Inc.
(the “Company”) and EquiServe Trust Company, N.A. (the “Rights Agent”)
dated as of               , 2004, as the same may be amended from time to
time (the “Rights Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal
offices of the Company. Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by separate certificates
and will no longer be evidenced by this certificate. The Company will mail
to the holder of this certificate a copy of the Rights Agreement, as in
effect on the date of mailing, without charge promptly after receipt of a
written request therefor. Under certain circumstances set forth in the
Rights Agreement, Rights issued to, or held by, any Person who is, was or
becomes an Acquiring Person or any Affiliate or Associate thereof (as such
terms are defined in the Rights Agreement), whether currently held by or
on behalf of such Person or by any subsequent holder, may become null and
void.


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.