EXHIBIT 3.4

SOLECTRON CORPORATION

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

A statement of the rights, preferences, privileges and restrictions grantedto or imposed upon the respective classes or series of shares and upon theholders thereof as established, from time to time, by the Articles ofIncorporation of the Corporation and by any certificate of determination, thenumber of shares constituting each class and series, and the designationsthereof, may be obtained by the holder hereof upon request and without chargefrom the Transfer Agent of the corporation at its offices in Canton, MA, JerseyCity, NJ or New York, NY.

The following abbreviations, when used in the inscription of the face of thiscertificate, shall be construed as though they were written out in fullaccording 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 incommon

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 herebyirrevocably constitute and appoint

Attorney__________________________________________________________________________________

to transfer the said stock on the books of the within named Corporation withfull power of substitution in the premises.

Dated______________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME ASWRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATIONOR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED

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

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAINRIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SOLECTRON CORPORATION ANDEQUISERVE TRUST COMPANY, N.A., AS THE RIGHTS AGENT, DATED AS OF JUNE 29, 2001,(THE ÓRIGHTS AGREEMENTÓ), THE TERMS OF WHICH ARE HEREBYINCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPALEXECUTIVE OFFICES OF SOLECTRON CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SETFORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATECERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. SOLECTRONCORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTSAGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDERCERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, ORHELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATEOR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT),WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENTHOLDER, 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 YORKCITY, 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 theholder hereof in person or by duly authorized attorney upon surrender of thiscertificate properly endorsed. This certificate is not valid until countersignedand registered by the Transfer Agent and Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures ofits 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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