<PAGE> 1
Exhibit 3
CAPITAL STOCK CAPITAL STOCK
[NUMBER] [SHARES]
[HF ] [ ]
HERITAGE FINANCIAL HOLDING CORPORATION
ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 42722M 10 0
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF CAPITAL STOCK, $0.01 PAR VALUE PER SHARE
OF
HERITAGE FINANCIAL HOLDING CORPORATION
transferable on the books of the Corporation by the holder hereof 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.
IN WITNESS WHEREOF, Heritage Financial Holding 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.
COUNTERSIGNED AND REGISTERED:
REGISTRAR AND TRANSFER COMPANY
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
[HERITAGE FINANCIAL HOLDING CORPORATION
CORPORATE
SEAL
2000
DELAWARE]
/s/ Barbara Maze /s/ Reginald Gilbert
Vice President President and Chief
Executive Officer