EXHIBIT 3.4

SOLECTRON CORPORATION

The Corporation is authorized to issue two classes of stock, Common Stock and
Preferred Stock. The Board of Directors of the Corporation has authority to fix
the number of shares and the designation of any series of Preferred Stock and to
determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any unissued series of Preferred Stock.

A statement of the rights, preferences, privileges and restrictions granted
to or imposed upon the respective classes or series of shares and upon the
holders thereof as established, from time to time, by the Articles of
Incorporation of the Corporation and by any certificate of determination, the
number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge
from the Transfer Agent of the corporation at its offices in Canton, MA, Jersey
City, NJ or New York, NY.

The following abbreviations, when used in the inscription of 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

TEN ENT-as tenants by the entireties

JT TEN-as joint tenants with right of survivorship and not as tenants in
common

UNIF GIFT MIN ACT-Uniform Gifts to Minors Act

UNIF TRAN MIN ACT-Uniform Transfers to Minors Act

CUST-Custodian

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 ZIP CODE, OF ASSIGNEE)

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(S) GUARANTEED

The signature should be guaranteed by a brokerage firm or a financial
institution that is a member of a securities approved medallion program, such as
Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion
Program (SEMP) or New York Stock Exchange, Inc. Medallion Signature program
(MSP).

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN
RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SOLECTRON CORPORATION AND
EQUISERVE TRUST COMPANY, N.A., AS THE RIGHTS AGENT, DATED AS OF JUNE 29, 2001,
(THE ÓRIGHTS AGREEMENTÓ), THE TERMS OF WHICH ARE HEREBY
INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
EXECUTIVE OFFICES OF SOLECTRON CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET
FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE
CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. SOLECTRON
CORPORATION 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 SET FORTH IN THE RIGHTS 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),
WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT
HOLDER, MAY BECOME NULL AND VOID.





FBU

COMMON STOCK

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND NEW YORK
CITY, NY

CUSIP 834182 10 7

SOLECTRON CORPORATION

THIS CERTIFIES THAT

IS THE OWNER OF

SEE REVERSE SIDE FOR CERTAIN DEFINITIONS

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE,
OF

Solectron Corporation transferable on 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 Registrar.

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

Dated:

secretary CHAIRMAN OF THE BOARD, PRESIDENT, & CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:

EQUISERVE TRUST COMPANY, N.A.

TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE



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