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INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE
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CUSIP 461202 10 3
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SEE REVERSE FOR CERTAIN
DEFINITIONS AND LEGENDS
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FULLY PAID
AND NONASSESSABLE SHARES OF THE COMMON STOCK,
PAR VALUE $0.01 PER SHARE, OF
transferable
on the books of the Corporation by the holder hereof in person or
by duly authorized attorney on surrender of this certificate
properly endorsed. This certificate is not valid until
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.
COUNTERSIGNED
AND REGISTERED
AMERICAN
STOCK TRANSFER & TRUST COMPANY
TRANSFER
AGENT AND REGISTRAR
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/s/ BRAD D. SMITH
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[INTUIT INC. SEAL]
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/s/ JEROME E. NATOLI
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PRESIDENT AND
CHIEF EXECUTIVE OFFICER
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INCORPORATED
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VICE PRESIDENT, FINANCE AND
TREASURER
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FEBRUARY 1,
1993
DELAWARE
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The
Corporation is authorized to issue Common Stock and Preferred
Stock. The Board of Directors of the Corporation has authority to
determine the authorized number of shares of each series of
Preferred Stock and to determine or alter the rights, preferences,
privileges and restrictions granted to or imposed up
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