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Exhibit 3(d)
CHECKFREE CORPORATION
NUMBER SHARES
C-
INCORPORATED UNDER THE LAWS OF CUSIP 162813 1 09
THE STATE OF DELAWARE
COMMON SHARES
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $.01 PAR VALUE OF
------------------ CHECKFREE CORPORATION ------------------
transferable on the books of the corporation by the holder of this certificate
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.
WITNESS the facsimile seal of the corporation and the facsimile signatures of
its duly authorized officers.
Dated CHECKFREE CORPORATION
Secretary Chairman of the Board
AUTHORIZED SIGNATURE
COUNTERSIGNED AND REGISTERED:
FIFTH THIRD BANK
(CINCINNATI, OHIO) TRANSFER AGENT
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CHECKFREE CORPORATION
WILL MAIL TO ANY OF ITS STOCKHOLDERS, WITHOUT CHARGE WITHIN FIVE DAYS AFTER
RECEIPT OF WRITTEN REQUEST THEREFOR A COPY OF THE EXPRESS TERMS OF THE SHARES
REPRESENTED BY THIS CERTIFICATE AND OF SUCH OTHER CLASS OR CLASSES AND SERIES
OF SHARES, IF ANY, WHICH THE COMPANY MAY BE AUTHORIZED TO ISSUE AT ANY TIME
SUCH REQUEST IS MADE.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as if though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT-__________________ Custodian _________________________
TEN ENT - as tenants by the entities (Cust) (Minor)
JT TEN - as joint tenants with
right of survivorship and under Uniform Gifts to Minors
not as tenants in common
Act _______ ________________________________________________
(State)
</TABLE>
Abbreviations in addition to those in the above list may also be used
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 of assignee
________________________________________________________________ _____________
________________________________________________________________ _____________
________________________________________________________________ _______Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint________________________________________________________________________
_____________________________________________ ________________________ Attorney
to transfer the said shares on the books of the within-named Corporation with
full power of substitution in the premises.
Dated, ____________________________
_____________________ __________________
NOTICE: The signature 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.
______________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
This certificate also represents Rights that entitle the holder hereof to
certain rights as set forth in a Rights Agreement by and between the Corporation
and Fifth Third Bank, as Rights Agent (the "Rights Agreement"), the terms and
conditions of which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of the Corporation.
Under certain circumstances specified in the Rights Agreement, such Rights
will be represented by separate certificates and will no longer be represented
by this certificate. Under certain circumstances specified in the Rights
Agreement, Rights beneficially owned by certain persons may become null and
void. The Corporation will mail to the record holder of this certificate a
copy of the Rights Agreement without charge promptly following receipt of
a written request therefor.
