-------------------------------------------------------------------------------- NEBS(R) -------------------- -------------------- NUMBER SHARES FBU -------------------- -------------------- COMMON STOCK COMMON STOCK INCORPORATED UNDER THE LAWS THIS CERTIFICATE IS TRANSFERABLE OF THE STATE OF DELAWARE IN BOSTON, MASSACHUSETTS AND NEW YORK, NEW YORK NEW ENGLAND BUSINESS SERVICE, INC. ------------------------------------------------------------ This Certifies that CUSIP 643872 10 4 SEE REVERSE FOR CERTAIN DEFINITIONS AND FOR A STATEMENT CONCERNING CERTAIN RIGHTS EVIDENCED BY THIS CERTIFICATE is the owner of ------------------------------------------------------------ FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF $1. EACH OF New England Business Service, Inc. transferable, so as to affect the rights of the corporation, only by transfer recorded on the books of the corporation, in person or by duly authorized attorney, upon surrender of this certificate properly endorsed or assigned. This certificate and the shares represented hereby are received and held subject to the laws of the State of Delaware, the Certificate of Incorporation, and the By-laws of the corporation, all as from time to time amended, and the owner of this certificate by accepting the same expressly assents thereto. 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. Dated /s/ John F. Fairbanks /s/ William C. Lowe Treasurer President --------------------------------- NEW ENGLAND BUSINESS SERVICE, INC. CORPORATE DELAWARE 1986 SEAL --------------------------------- COUNTERSIGNED AND REGISTERED: THE FIRST NATIONAL BANK OF BOSTON TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE -------------------------------------------------------------------------------- The Authorized Capital Stock of the Corporation consists of a class of Preferred Stock, one dollar ($1.00) par value, which may be issued in one or more series, and a class of Common Stock, one dollar ($1.00) par value. The Corporation will furnish without charge to each stockholder, upon request to the Secretary of the Corporation, 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. This certificate also evidences and entitles the holder to certain Rights as set forth in the Rights Agreement between New England Business Service, Inc. (the "Company") and The First National Bank of Boston (the "Rights Agent") dated as of October 27, 1989, as amended from time to time, (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 be exchanged for other securities, may expire of may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Right's Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) or a transferee of the foregoing may become null and void. The following abbreviations, when used in the inscription on the face of this certificate, shall be considered 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 _______ TEN ENT -- as tenants by the entireties (Cust.) (Minor) JT TEN -- as joint tenants with right of Under Uniform Gifts to Minors survivorship and not as tenants Act ______________________, in common (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 POSTAL ZIP CODE OF ASSIGNEE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Shares ------------------------------------------------------------------------- of the Common Stock represented by this Certificate, and do hereby irrevocably constitute and appoint -------------------------------------------------------------------------------- Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated, --------------------- Signature(s) --------------------------------------- (The signature to this assignment must correspond with the names as written under the issue of this Certificate in every particular, without alteration or enlargement or any change whatsoever. If more than one owner, all must sign). Signature Guaranteed: -------------------------------------------- ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM ("STAMP"), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM ("MSP") OR THE STOCK EXCHANGES MEDALLION PROGRAM ("SEMP") AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.