Investors Financial Services Corp. Common Stock Certificate and Rights Agreement Notice

Summary

This document certifies ownership of fully paid shares of common stock in Investors Financial Services Corp., a Delaware corporation. The certificate allows the holder to transfer shares and is subject to the company's Certificate of Incorporation, By-laws, and Delaware law. It also references certain rights under a Rights Agreement with First Chicago Trust Company of New York, which may affect the holder's rights under specific circumstances. The certificate must be properly endorsed and registered to be valid.

EX-4.1 5 a2070816zex-4_1.txt EXHIBIT 4.1 Exhibit 4.1 INVESTORS FINANCIAL SERVICES CORP. Incorporated under the laws of the State of Delaware Number Shares IN Common Stock Common Stock PAR VALUE $.01 CUSIP 461915 10 0 SEE REVERSE SIDE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF INVESTORS FINANCIAL SERVICES CORP. 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. The Certificate and the shares represented hereby are issued under and shall be subject to the laws of the State of Delaware and all the provisions of the Certificate of Incorporation and the By-laws of the Corporation, and all the amendments from time to time made thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: /s/ KAREN C. KEENAN [SEAL] /s/ KEVIN J. SHEEHAN - --------------------------- ------------------------- Senior Vice President and Chairman of the Board, Chief Financial Officer President and Chief Executive Officer COUNTERSIGNED AND REGISTERED: FIRST CHICAGO TRUST COMPANY OF NEW YORK TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE INVESTORS FINANCIAL SERVICES CORP. The Company is authorized to issue more than one class or series of stock. A copy of the preferences, powers, qualifications and special and relative rights of each class and series will be furnished by the Company upon written request and without charge. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN INVESTORS FINANCIAL SERVICES CORP. (THE "COMPANY") AND FIRST CHICAGO TRUST COMPANY OF NEW YORK (THE "RIGHTS AGENT") DATED AS OF SEPTEMBER 25, 1995 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE 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 EFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON OR AN ADVERSE PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR OBTAINABLE. 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ___________ Custodian ___________ (Cust) (Minor) Under the Uniform Gifts to Minors Act _________________ (State) Additional abbreviations may also be used though not in 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 POSTAL ZIP CODE OF ASSIGNEE) ___________________________________________________________ ___________________________________________________________ shares of the 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: ---------------------------------------- Signature ---------------------------------------- The signatures 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.