<PAGE>

                                                                     Exhibit 4.1

Edwards Lifesciences                                SHARES
Corporation                   [Edwards Logo]

INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE                                       CUSIP 28176E 10 8
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFICATE IS TRANSFERABLE
IN NEW YORK, NY AND JERSEY CITY, NJ
THIS CERTIFIES THAT

IS THE OWNER OF

           FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
                   ONE DOLLAR ($1) EACH OF THE COMMON STOCK
of Edwards Lifesciences 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
unless 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

Facsimile Signature                     Facsimile Signature
    Secretary                         Chief Executive Officer

Countersigned and Registered:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
                                          TRANSFER AGENT
                                           AND REGISTRAR
BY                                                               [PHOTO]

                                    AUTHORIZED SIGNATURE
[ART]

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                       Edwards Lifsciences Corporation

     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
     TEN ENT - as tenants by the entireties
      JT TEN - as joint tenants with the
               right of survivorship and not
               as tenants in common

     UNIF GIFT MIN ACT -_______________________ Custodian _________________
                                 (Cust)                       (Minor)

                        under Uniform Gifts to Minors Act

                        Act __________________________
                                    (State)

     UNIF TRF MIN ACT -_________________ Custodian (until age_________________)
                            (Cust)

                       _________________ under Uniform Transfers
                             (Minor)

                        to Minors Act _______________________
                                               (State)

       Additional abbreviations may 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, INCLUDING POSTAL ZIP CODE, 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: ________________________

                                   X
                                  ---------------------------------------------
                                   X
                                  ---------------------------------------------
                                  NOTICE: THE SIGNATURE(S) 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.





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         SIGNATURE GUARANTEED

THE SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL
BANK OR STOCK BROKER AFFILIATED WITH ONE OF THE
MAJOR STOCK EXCHANGES.