SPECIMEN CERTIFICATE



 


Exhibit 4.1




 






 


     THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS 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.


     ACCORDING TO THE RESTATED CERTIFICATE OF INCORPORATION OF COGNIZANT
TECHNOLOGY SOLUTIONS CORPORATION, THE SHARES OF CLASS B COMMON STOCK REPRESENTED
BY THIS CERTIFICATE WILL BE AUTOMATICALLY CONVERTED INTO SHARES OF CLASS A
COMMON STOCK UPON ANY TRANSFER OF SUCH SHARES OF CLASS B COMMON STOCK.
CONSEQUENTLY, NO PURPORTED TRANSFEREE OF ANY SHARES OF CLASS B COMMON STOCK IS
ENTITLED TO OWN OR TO BE REGISTERED AS THE RECORD HOLDER OF SUCH SHARES OF CLASS
B COMMON STOCK BUT INSTEAD SHALL BE ENTITLED TO OWN AND BE REGISTERED AS THE
RECORD HOLDER OF A LIKE NUMBER OF SHARES OF CLASS A COMMON STOCK. EACH HOLDER OF
THIS CERTIFICATE, BY ACCEPTING THE SAME, ACCEPTS AND AGREES TO ALL OF THE
FOREGOING.


     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

TEN ENT

JT TEN	 	
-

-

-
	 	as tenants in common
as tenants by the entireties
as joint tenants with right of
survivorship and not as tenants
in common








	 	 	 	 	 
	UNIF GIFT MIN ACT	 	
-
	 	                         Custodian                          

       (Cust)                               (Minor)

under Uniform Gifts 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 SOCIAL SECURITY 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                     



	 	 	 	 	 
	 	 	 	 	

	 	 	
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.



Signature(s) Guaranteed:






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.




AMERICAN BANK NOTE COMPANY

55TH and SANSOM STREET

PHILADELPHIA, PA 19139

(215) 764-8600

SALES: R. JOHNS: 212-269-0339 X — 13

/NET/BANKNOTE/HOME 12/COGNIZANT H75226






PRODUCTION COORDINATOR: LISA MARTIN: 215-764-8625

PROOF OF JANUARY 6, 2003

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

H 75226 bk

OPERATOR:       HJ

NEW