SERIES A NONCUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK
NUMBER ___ CUSIP 702898 10 7
PATAPSCO BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
This certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF SERIES A NONCUMULATIVE CONVERTIBLE
PERPETUAL PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF
Patapsco Bancorp, Inc. (the "Corporation"), a Maryland corporation. The shares
represented by this certificate are transferable only on the stock transfer
books of the Corporation by the holder of record hereof, or by his duly
authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
and registered by the Corporation's transfer agent and registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed
by the facsimile signatures of its duly authorized officers and has caused a
facsimile of its corporate seal to be hereunto affixed.
Dated: ______________, 2000
_____________________________ ___________________________
Dr. Theodore C. Patterson Joseph J. Bouffard
Secretary President
Countersigned and Registered:
By: ______________________________
Transfer Agent and Register
______________________________
Authorized Signature
[CORPORATE SEAL]
<PAGE>
The shares represented by this certificate are issued subject to all the
provisions of the Articles of Incorporation and Bylaws of the Corporation as
from time to time amended (copies of which are on file at the principal
executive office of the Corporation), to all of which the holder by acceptance
hereof assents.
The Corporation will furnish without charge to each stockholder who so requests,
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.
Such request may be made in writing to the Secretary of the Corporation.
The Corporation's Articles of Incorporation include a provision which prohibits
any person from directly or indirectly acquiring or offering to acquire the
beneficial ownership of more than 10% of any class of equity security of the
Corporation, unless such offer or acquisition shall have been approved in
advance by a two-thirds vote of the Continuing Directors of the Corporation, as
defined in Article XIV of the Articles of Incorporation. This provision does not
apply to the purchase of shares by underwriters in connection with a public
offering, the granting of proxies to certain directors of the Corporation by
stockholders of the Corporation or the acquisition of shares by an employee
benefit plan of the Corporation or a subsidiary. Such provision eliminates the
voting rights of securities acquired in violation of the provision. Such
provision will expire five years from the effective date of completion of the
conversion of Northfield Federal Savings, Baltimore, Maryland (the
"Association") from mutual to stock form. The Articles of Incorporation also
impose certain restrictions on the voting rights of beneficial owners of more
than 10% of any class of equity security of the Corporation after five years
from the date of completion of the conversion of the Association from mutual to
stock form. The Corporation will furnish without charge to each stockholder who
so requests additional information with respect to such restrictions. Such
request may be made in writing to the Secretary of the Corporation.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF TRANSFER MIN ACT - . . . . . . . . . . . Custodian. . . . . . . . . .under
(Cust) (Minor)
Uniform Transfers to Minors Act. . . . . . . . . . . . . . . . . . . . . . . .
(State)
Additional abbreviations may also be used though not in the above list.
For value received, ____________ hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/---------------------------------/
----------------------------------
<PAGE>
------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
--------------------------------------------------------------------------------
_____________________________________________________________________Shares of
the common stock evidenced by this certificate, and do hereby irrevocably
constitute and appoint __________________, Attorney, to transfer the said shares
on the books of the Corporation, with full power of substitution.
Dated ______________________________
___________________________________
Signature
___________________________________
Signature
_____________________________
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) 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) 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.
