**Exhibit4.1**

| **COMMON SHARES** |   |   |   | **COMMON  SHARES**                                     |
|-------------------|--------|--------|--------|--------------------------------------------------------|
|                   |   |        |   |                                                        |
|              |   |   |   | CUSIP   52078P    10   2 |
|              |   |   |   | *See  reverse for certain definitions*                 |

 

**LawsonSoftware, Inc.**INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

*THIS CERTIFIES THAT*

 
| *is the owner of* | **SPECIMEN** |
|-------------------|--------------|

 

FULLY PAID ANDNONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF**Lawson Software, Inc.**

*transferable on the books of theCorporation by the holder hereof in person or by duly authorized attorney uponsurrender of this certificate properly endorsed. This certificate is not validunless countersigned by the Transfer Agent & Registrar.*

*INWITNESS WHEREOF, the said Corporation has caused this certificate to be signedby its duly authorized officers*
| *Dated:* |      |
|----------|-----------|
|     |
|     |           |   |  |   |
|     | SECRETARY | PRESIDENT AND CHIEF EXECUTIVE OFFICER |
|          |           |  |  |  |

 
| By     |                 |
|--------|----------------------|
|   |                 |
|   | AUTHORIZED SIGNATURE |

 

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The followingabbreviations, when used in the inscription on the face of this certificate, shallbe construed as though they were written out in full according to applicablelaws or regulations:
|   | TEN COM | — as tenants in common                                              |   | UNIF GIFT M1N ACT— |   | Custodian                     |
|--------|---------|--------------------------------------------------------------------------|--------|-------------------------|--------|-------------------------------|
|   |    |                                                                     |   |                    |   | (Cust)                        | (Minor) |
|   | TEN ENT | — as tenants by the entireties                                      |   |                    |   | under Uniform Gifts to Minors |
|   |    |                                                                     |   |                    |   | Act                           |   |
|   | JT TEN  | — as joint tenants with right of                                    |   |                    |   |                          | (State) |
|   |    |      survivorship and not  as tenants           |   |                    |   |                          |   |
|   |    |      in common                                  |   |                    |   |                          |
|   |    | 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                                     |                                                                                                                                                                                              |
|-------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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|                                                                                                        |                                                                                                                                                                                              |
|                                                                                                        |                                                                                                                                                                                              |
|                                                                                                        |
|                                                                                                        |
| PLEASE PRINT OR  TYPEWRITE NAME AND ADDRESS 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 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 GUARANTEED BY:                                                                                    |
|                                                                                                             |                                                                                                                                                                                                   |  |  |  |  |

 

This certificate alsoevidences and entitles the holder hereof to certain rights as set forth in aRights Agreement between Lawson Software, Inc. and Mellon Investor Services LLCor any successor as Rights Agent, dated as of July 28, 2004 (as amended fromtime to time the “Rights Agreement”), the terms of which are hereby incorporatedherein by reference and a copy of which is on file at the principal executiveoffice of Lawson Software, Inc. Under certain circumstances, as set forth inthe Rights Agreement, such Rights will be evidenced by separate certificatesand will no longer be evidenced by this certificate.  Lawson Software, Inc. will mail to the holderof this certificate a copy of the Rights Agreement without charge after receiptof a written request therefor. Under certain circumstances, as set forth in theRights Agreement, Rights issued to any Person who becomes an Acquiring Personor an Associate or Affiliate thereof (as defined in the Rights Agreement), orcertain transferees of such Person, may become null and void.

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