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COMMON STOCK INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERRABLE IN CUSIP 860831 10 6
NEW YORK, NY OR KANSAS CITY, MO SEE REVERSE FOR CERTAIN DEFINITIONS
PAR VALUE RIGHTS ATTACHED
$0.01 PER SHARE TO THIS CERTIFICATE ARE
DESCRIBED ON REVERSE
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STILWELL FINANCIAL INC.
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Stilwell Financial Inc., 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 until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the seal of the Corporation and the signatures of its duly
authorized officers.
DATED: COUNTERSIGNED AND REGISTERED:
UMB BANK, N.A.
(Kansas City, Missouri)
TRANSFER AGENT
AND REGISTRAR
BY:
PRESIDENT SECRETARY AUTHORIZED SIGNATURE
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STILWELL FINANCIAL INC.
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 OF THE CORPORATION, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
SUCH REQUEST MAY BE MADE TO THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES
OF STILWELL FINANCIAL INC. OR TO 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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TEN COM - as tenants in common UNIF GIFT/TRANS MIN ACT - ________ Custodian for________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts/Transfers to Minors
survivorship and not as tenants Act of ______________
in common (State)
Additional abbreviations may also be used though not in the above list
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INSTRUCTIONS FOR ASSIGNMENT: THE SIGNATURE OF THE STOCKHOLDER TO THE 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.
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 INCLUDING POSTAL ZIP CODE 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 Corporation with
full power of substitution in the premises.
Dated, ______________________
X ___________________________
NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH
THE NAME(S) AS WRITTEN UP ON THE X ___________________________
FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE
WHATEVER.
This certificate also evidences and entitles -----------------------------
the holder hereof to certain Rights as set THE SIGNATURE(S) MUST BE
forth in a Rights Agreement between Stilwell GUARANTEED BY AN ELIGIBLE
Financial, Inc. and UMB Bank, N.A. (the "Rights GRANTOR INSTITUTION
Agreement"), the terms of which are hereby PURSUANT TO S.E.C. NOTE
incorporated herein by reference and a copy of 17AD-15.
which is on file at principal executive offices -----------------------------
of Stilwell Financial, Inc. Under certain Signature(s) guaranteed by:
circumstances, as set forth in the Rights
Agreement, such Rights may be redeemed, may
expire or may be evidenced by separate
certificates and will no longer be evidenced by
this certificate. Under certain circumstances,
Rights issued to, or which are or were
beneficially owned by, Acquiring Persons or
their Affiliates or Associates (as such terms
are defined in the Rights Agreement) and any
subsequent holder of such Rights may become null
and void. In addition, Rights held by Persons
other than an Acquiring Person may not be
transferred to an Acquiring Person or certain
other Persons.
