EX-4.5 7 h87040ex4-5.txt SPECIMEN COMMON STOCK CERTIFICATE 1 NUMBER [SHARES] INCORPORATED UNDER THE LAWS COMMON STOCK OF THE STATE OF DELAWARE PAR VALUE $.10 THIS CERTIFICATE IS TRANSFERABLE CUSIP 67481E 10 6 IN CANTON, MASSACHUSETTS, JERSEY CITY, NEW JERSEY SEE REVERSE FOR CERTAIN DEFINITIONS AND NEW YORK, NY [GRAPHIC] OCEAN ENERGY, INC. This Certifies that as the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF CERTIFICATE OF STOCK Ocean Energy, Inc., a Delaware corporation (the "Corporation"), transferable on the books of the Corporation by the holder hereof in person or by a duly authorized attorney upon surrender of this certificate properly endorsed. 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 /s/ JAMES T. HACKETT COUNTERSIGNED AND REGISTERED: FLEET NATIONAL BANK Chairman of the Board, President TRANSFER AGENT and Chief Executive Officer AND REGISTRAR BY /s/ ROBERT K. REEVES, Secretary AUTHORIZED SIGNATURE
2 [OCEAN ENERGY LOGO] 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 SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUESTS MAY BE MADE TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as thought they were written out in full according to applicable laws or regulations. TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ______ Custodian _______ (Cust) (Minor) TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with right of Act _________________ survivorship and not as tenants (State) in common 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 Common 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 ---------------------------- -------------------------------------------- NOTICE: THE SIGNATURES(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. X -------------------------------------------- --------------------------------------------- THIS CERTIFICATE EVIDENCES AND ALL GUARANTEES MUST BE MADE BY A FINANCIAL ENTITLES THE HOLDER HEREOF TO INSTITUTION (SUCH AS A BANK OR BROKER) WHICH CERTAIN RIGHTS, AS SET FORTH IS A PARTICIPANT IN THE SECURITIES TRANSFER IN A RIGHTS AGREEMENT BETWEEN AGENTS MEDALLION PROGRAM ("STAMP"). THE NEW OCEAN ENERGY, INC. (THE YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE "CORPORATION") AND FLEET PROGRAM ("MSP"), OR THE STOCK EXCHANGES NATIONAL BANK (F/K/A MEDALLION PROGRAM ("SEMP") AND MUST NOT BE BANCBOSTON, N.A.) THE TERMS OF DATED, GUARANTEES BY A NOTARY PUBLIC ARE NOT WHICH ARE HEREBY INCORPORATED ACCEPTABLE. BY REFERENCE AND A COPY OF WHICH IS ON FILE AS THE --------------------------------------------- PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION 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 CORPORATION WILL FURNISH TO THE REGISTERED HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE ON REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID.