Exhibit 4.2
-----------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK PAR VALUE $.01
[LOGO]
INCORPORATED UNDER THE LAWS CUSIP 74264Q 10 8
OF THE STATE OF DELAWARE PRISM FINANCIAL CORPORATION SEE REVERSE FOR CERTAIN DEFINITIONS
----------------------------------------------------------------------------------------------
THIS CERTIFIES THAT
is the owner of
----------------------------------------------------------------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF
PRISM FINANCIAL CORPORATION
(hereinafter called the "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
subject to all the provisions of the Certificate of Incorporation and Bylaws of the
Corporation and the amendments from time to time made thereto, copies of which are on file at
the principal office of the Corporation, to all of which the holder of this Certificate by
acceptance hereof assents. This Certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar.
WITNESS, the facsimile seal of the Corporation and the facsimile signature of its duly
authorized officers.
CHAIRMAN OF THE BOARD DATED:
AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED:
[SEAL] LASALLE NATIONAL BANK
TRANSFER AGENT
AND REGISTRAR
SECRETARY
BY:
AUTHORIZED SIGNATURE
-----------------------------------------------------------------------------------------------------------------------------------
The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other rights of each class of stock or series
thereof of the Corporation, and the qualifications, limitations or
restrictions of such preferences and/or rights. Any such request may be made
to the Corporation or the Transfer Agent.
KEEP THIS STOCK CERTIFICATE IN A SAFE PLACE. If this stock certificate is
lost, stolen, or destroyed, the Board of Directors of the Corporation may
require the owner, or his legal representative, to give the Corporation a
bond to indemnify the Corporation against any claim that may be made against
them on account of the alleged loss, theft, or destruction of any such
certificate as a condition to the issuance of a replacement certificate.
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 UNIF GIFT MIN ACT --_________ Custodian ________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________________
in common (State)
UNIF TRF MIN ACT -- _______ Custodian (until age _____)
(Cust)
____________ under Uniform Transfers
(Minor)
to Minor Act ____________________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, ______________________ hereby sell(s), assign(s), and transfers 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 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 __________________________
X______________________________________
X______________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
NOTICE: THE FACE OF THE 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, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,)
PURSUANT TO S.E.C. RULE 17Ad-15.
