<PAGE>
EXHIBIT 4.1
COMMON COMMON
[eFUNDS LOGO]
------------------------- -------------------------
SHARES SHARES
------------------------- -------------------------
INCORPORATED IN THE
STATE OF DELAWARE CUSIP 28224R 10 1
PAR VALUE $0.01 PER SHARE SEE REVERSE FOR
CERTAIN DEFINITIONS
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF $0.01 PER SHARE
OF
eFunds Corporation
transferable on the books of said Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This certificate
is not valid unless countersigned and registered by the Transfer Agent and
Registrar. In Witness Whereof, the said Corporation has caused this certificate
to be signed by the facsimile signatures of its duly authorized officers.
DATED:
/s/ John LeFeure /s/ John Blanchard III
SECRETARY CHAIRMAN AND CEO
COUNTERSIGNED AND REGISTERED:
EQUISERVE TRUST COMPANY, N.A.
TRANSFER AGENT
AND REGISTRAR
BY
[SIGNATURE APPEARS HERE]
AUTHORIZED SIGNATURE
<PAGE>
This certificate also evidences and entitles the holder hereof to certain rights
as set forth in a Rights Agreement between eFunds Corporation and the Rights
Agent (named in the Rights Agreement) or any successor (as amended from time to
time the "Rights Agreement"), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal executive office of
eFunds 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. eFunds Corporation will mail to the
holder of this certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. Under certain circumstances, as set forth
in the Rights Agreement, Rights issued to any Person who becomes an Acquiring
Person or an Associate or Affiliate thereof (as defined in the Rights
Agreement), or certain transferees of such Person, may become null and void.
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
JTTEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT-........Custodian (until age.....)
(Cust)
..............under Uniform Gifts
(Minor)
to Minors Act....................
(State)
Additional abbreviations may also be used though not in the above list.
For value received, _____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIALSECURITY 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 _________________________________________
NOTICE: THE SIGNATURE(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.
Signature(s) Guaranteed
By______________________________
THE SIGNATURE(S) SHOULD 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.
