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Exhibit 4.4
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CERTIFICATE OF STOCK
[PORTRAIT OF JOHN JEFFERSON SMURFIT, SR.]
NUMBER SHARES
PFD
PAR VALUE $.01 PAR VALUE $.01
INCORPORATED UNDER THE LAWS THIS CERTIFICATE IS TRANSFERABLE IN
OF THE STATE OF DELAWARE NEW YORK, N.Y. AND RIDGEFIELD PARK, N.J.
[LOGO] SMURFIT-STONE CONTAINER CORPORATION SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 832727 20 0
This certifies that
SPECIMEN
is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES A CUMULATIVE EXCHANGEABLE
REDEEMABLE CONVERTIBLE PREFERRED STOCK OF Smurfit-Stone Container Corporation,
transferable on the books of the Corporation by the holder hereof, 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 of the provisions of the Certificate of
Incorporation of the Corporation, as amended, to all of which the holder by
acceptance hereof assents. This certificate is not valid until countersigned by
the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
Craig A. Hunt Michael S. J. Smurfit
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL CHAIRMAN OF THE BOARD
[SEAL]
(C)SECURITY CORPORATION UNITED STATES BANK NOTE CORPORATION
COUNTERSIGNED AND REGISTERED:
ChaseMellon Shareholder Services, L.L.C.
By TRANSFER AGENT AND REGISTRAR
AUTHORIZED SIGNATURE
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SMURFIT-STONE CONTAINER CORPORATION
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 OF THE
CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE
TRANSFER AGENT.
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:
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<S> <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 as Act______________________________
tenants 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 preferred 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 this Certificate in
every particular, without alteration or
enlargement or any change whatever.
Signature(s) Guaranteed:
By______________________________________________________________________________
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.
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