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                                   Exhibit 4.4



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       INVESTORS FINANCIAL SERVICES CORP.

         Investors Financial Services Corp. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware ("GCL"), does hereby certify as follows, pursuant to Section
242 of the GCL:

         FIRST: That pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Corporation, the Board of
Directors, at a meeting held on February 13, 2001, in accordance with Section
242 of the GCL, duly adopted a resolution (i) proposing an amendment to the
Certificate of Incorporation of the Corporation, (ii) declaring said amendment
to be advisable and in the best interests of the Corporation's stockholders and
(iii) directing that the matter be submitted to the stockholders of the
Corporation for the approval of said amendment.

         SECOND: The amendment to the Certificate of Incorporation of the
Corporation was duly adopted at the Annual Meeting of Stockholders of the
Corporation held on April 17, 2001, in accordance with Section 242 of the GCL.

         THIRD: That in accordance with the aforementioned resolution, the
Corporation's Certificate of Incorporation is hereby amended by amending and
restating in its entirety Article FOURTH (A) thereof and substituting in lieu
thereof the following new Article FOURTH (A):

                           (A) The total number of shares of all classes of
                   capital stock which the Corporation shall have authority to
                   issue is 101,650,000 shares, consisting of 100,000,000 shares
                   of Common Stock with a par value of One Cent ($.01) per share
                   (the "Common Stock"), 650,000 shares of Class A Common Stock
                   with a par value of One Cent ($.01) per share (the "Class A
                   Stock"), and 1,000,000 shares of Preferred Stock with a par
                   value of One Cent ($.01) per share, the designations of which
                   are to be determined by the Board of Directors.

                           A description of the respective classes of stock and
                   a statement of the designations, preferences, voting powers
                   (or no voting powers), relative, participating, optional or
                   other special rights and privileges and the qualifications,
                   limitations and restrictions of the Common Stock, Class A
                   Stock and Preferred Stock are as follows:

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         FOURTH: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the GCL.

         IN WITNESS WHEREOF, Investors Financial Services Corp. has caused this
certificate to be signed by Kevin J. Sheehan, its President and Chief Executive
Officer, as of this ____ day of April, 2001.

                               INVESTORS FINANCIAL SERVICES CORP.


                               By: /s/ Kevin J. Sheehan
                                   --------------------------------------------
                                   Name:  Kevin J. Sheehan
                                   Title: President and Chief Executive Officer