PATAPSCO BANCORP, INC.
NUMBER ___ CUSIP 702898 20 6
series a non-cumulative perpetual convertible preferred stock
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
This certifies that
is the owner of
fully paid and nonassessable shares of series a non-cumulative perpetual
convertible 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.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.
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
______________________________ ____________________________________
Theodore C. Patterson Joseph J. Bouffard
Secretary President
Countersigned and Registered:
By:_________________________________
Registrar and Transfer Company
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, a full statement of the designations and any preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the shares of each
class which the Corporation is authorized to issue, the differences in the
relative rights and preferences between the shares of each series of preferred
stock to the extent they have been set and the authority of the Board of
Directors of the Corporation to set the relative rights and preferences of
subsequent series of preferred stock. Such requests may be made in writing to
the Secretary of the Corporation.
The Articles of Incorporation include a provision which prohibits any
person from directly or indirectly acquiring the beneficial ownership of more
than 10% of any class of equity security of the Corporation. Such provision
eliminates the voting rights of securities acquired in violation of the
provision. Such provision will expire five years from the date of completion of
the conversion of Patapsco Federal Savings and Loan Association, Dundalk,
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
<PAGE>
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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/---------------------------------/
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________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
_____________________________________________________________________Shares of
the preferred 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 AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:________________________________________________________
By 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.
