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EXHIBIT 4.1
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[GRAPHIC]
COMMON STOCK [PICTURE] COMMON STOCK
NUMBER SHARES
CX__________
INCORPORATED UNDER THE LAWS THIS CERTIFICATE IS
OF THE STATE OF OHIO TRANSFERABLE IN
NEW YORK, NEW YORK
LANCASTER COLONY CORPORATION CUSIP 513847 10 3
SEE LEGEND ON REVERSE SIDE
THIS IS TO CERTIFY THAT [BLANK BOX] SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
IS THE OWNER OF [END BLANK BOX]
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, WITHOUT PAR VALUE, OF
LANCASTER COLONY CORPORATION
CERTIFICATE OF STOCK
transferable in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This Certificate and the shares represented
hereby are subject to all the terms, conditions, and limitations of the
Certificate of Incorporation and all amendments thereto. This Certificate is not
valid unless countersigned by a Transfer Agent and registered by a Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
DATED:
/s/ John L. Boylan /s/ John B. Gerlach, Jr.
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TREASURER PRESIDENT
LANCASTER COLONY CORPORATION
Seal
State of Ohio
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.)
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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LANCASTER COLONY CORPORATION
Lancaster Colony Corporation (the "Company") will furnish without charge to
each shareholder who so requests the 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. Requests may be directed to the Secretary of the
Company.
This certificate also evidences and entitles the holder to certain Rights
as set forth in a Rights Agreement between the Company and The Huntington
National Bank (the "Rights Agent") dated as of April 20, 2000 (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 after
receipt of a written request therefor.
Transfer of the shares represented by this Certificate is subject to the
provisions of Article TENTH of the Company's Articles of Incorporation as the
same may be in effect from time to time. Upon written request delivered to the
Secretary of the Company at its principal place of business, the Company will
mail to the holder of the Certificate a copy of such provisions without charge
within five (5) days after receipt of written request therefor. By accepting
this Certificate the holder hereof acknowledges that it is accepting same
subject to the provisions of said Article TENTH as the same may be in effect
from time to time and covenants with the Company and each shareholder thereof
from time to time to comply with the provisions of said Article TENTH as the
same may be in effect from time to time.
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:
<TABLE>
<S> <C> <C>
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 under Uniform Gifts to Minors
of survivorship and not Act _________________________
as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
</TABLE>
FOR VALUE RECEIVED, _________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
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---------------------------------------------------------------------- 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.
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