exv4wxdy



 



Exhibit 4(d)


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	NUMBER

SPECIMEN	 	
SHARES

SPECIMEN




	 	 	 
	PAR VALUE $.01 PER SHARE	 	
SEE REVERSE FOR
	 	 	
CERTAIN DEFINITIONS
	INCORPORATED UNDER THE LAWS

OF THE STATE OF DELAWARE	 	 
	 	 	
CUSIP          



FAIR ISAAC CORPORATION




	 	 	 
	This Certifies that	 	
  SPECIMEN


	 	 	 
	is the owner of	 	
  SPECIMEN





FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF



Fair Isaac Corporation, transferable upon the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
and registered by the transfer agent and the registrar.


     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.


     WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


     Dated:



	 	 	 	 	 
	COUNTERSIGNED AND REGISTERED:	 	 	 	PRESIDENT AND CHIEF EXECUTIVE OFFICER
	 	 	 	 	 
	                 TRANSFER AGENT AND	 	 	 	 
	                  REGISTRAR	 	 	 	VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
	 	 	 	 	 
	        AUTHORIZED OFFICER	 	
SEAL	 	 



 






 



     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
	 	UNIF GIFT MIN ACT -
	 	 	 	 	Custodian	 	 	 
	 	 	 	 	 	 	

	 	

	 	 	 	 	 	 	(Cust)
	 	(Minor)
	     TEN ENT	 	-as tenants by the entireties	 	 	 	Under Uniform Gifts to Minors Act
	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	(State)
	     JT TEN	 	
-as joint tenants with right	 	 	 	 	 	 	 	 	 	 
	 	 	of survivorship and
not as
	 	UNIF TRF MIN ACT -	 	 	 	 	Custodian (until age     
            
             
     )
	 	 	tenants in common	 	 	 	

	 	

	 	 	 	 	 	 	(Cust)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Under Uniform Transfers to
	 	 	 	 	 	 	
	 	 	 
	 	 	 	 	 	 	(Minor)	 	 	 	 	 	 
	 	 	Additional abbreviations may also be used though not in the above list. 	 	Minors Act	 	 	 	 	 	 




	 	 	 	 	 
	 	 	For value received,
___________________________ hereby sell, assign and transfer unto



PLEASE INSERT SOCIAL SECURITY OR OTHER

     IDENTIFYING NUMBER OF ASSIGNEE










(NAME AND ADDRESS OF ASSIGNEE SHOULD BE PRINTED)






	 	 	 
	 	 	
Shares
	
	 	 
	of the 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	 	 	 	 	20	 	 	 	 	 
	 	


	 	
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	SIGNATURE
	 	 	 	 	 	 	 	 	 	 	

SIGNATURE
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	NOTICE: THE SIGNATURE 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) MUST 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.


     This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between Fair Isaac Corporation
(the “Company”) and Mellon Investor Services LLC (the “Rights Agent”), dated as
of August 9, 2001 or as subsequently amended (the “Rights Agreement”), the terms
of which are hereby incorporated herein by reference and a copy of which is on
file at the principal offices of the Company. Under certain circumstances, as
set forth in the Rights Agreement, such Rights may be redeemed, may expire, or
may be evidenced by separate certificates and will no longer be evidenced by
this certificate. The Company 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, Rights “Beneficially Owned” by “Acquiring
Persons” (as such terms are defined in the Rights Agreement) or certain related
parties, as well as subsequent holders of such Rights may become null and void.